Hampton Roads Bankshares asks shareholders to vote in favor of merger with Shore Financial on May 22

By Lisa Kerner

Charlotte, N.C., April 17 - The board of directors of Hampton Roads Bankshares, Inc. is recommending its shareholders approve the company's acquisition by Shore Financial Corp. at Hampton Roads Bankshares' annual meeting on May 22 at 10 a.m. ET.

According to a form 8-K filed with the Securities and Exchange Commission, Hampton Roads Bankshares shareholders will also be asked to:

• Approve a proposal to amend article VIII of the company's bylaws allowing for shareholder approval of certain transactions by majority vote provided that the board of directors had approved and recommended such transaction by at least a two-thirds vote;

• Elect three class A directors, each to serve a three-year term;

• Ratify the appointment of Yount, Hyde & Barbour, PC, as Hampton Roads Bankshares' independent registered public accounting firm for the year ending Dec. 31, 2008; and

• Adjourn the meeting to solicit proxies if necessary.

On Jan. 9, the boards of both companies approved the merger agreement that gives Shore Financial shareholders either $22 in cash, 1.8 shares of Hampton Roads Bankshares common stock, or a combination of cash and shares for each share of Shore Financial, subject to proration.

The merger is slated to close in the second quarter of 2008, it was previously reported.

Shore Financial, based in Onley, Va., is the holding company for Shore Bank.

Norfolk, Va.-based Hampton Roads Bankshares is the financial holding company for the Bank of Hampton Roads.

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