Driver Management Announces Egan-Jones Recommends First United Shareholders Vote on the WHITE Proxy Card to Refresh the Board of Directors

Driver Management Company LLC (together with its affiliates, “Driver” or “we”), the manager of an investment partnership that holds more than 5% of the outstanding shares of First United Corporation (“First United” or the “Company”) (NASDAQ: FUNC), today announced that Egan-Jones Proxy Services (“Egan-Jones”), a leading independent proxy advisory firm, has endorsed its case for change at First United by recommending that shareholders vote on the WHITE proxy card to elect Michael J. Driscoll, Ed.D, Ethan C. Elzen and Lisa Narrell-Mead to the Board of Directors (the “Board”) ahead of the Company’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) on June 11.

In its full report, Egan-Jones affirmed Driver’s scrutiny of First United’s abusive corporate governance practices and dismal long-term performance, concluding that shareholders should vote on the WHITE card¹:

• “We believe that electing Driver Management’s nominees will not only refresh the Board, but will also instill fresh perspectives and strategies, which we believe are critical to the Company’s transformation.”
• “Moreover, we commend the qualifications and experiences of the dissident shareholders’ nominees – ranging from best in class financial background, corporate governance expertise and strategic planning, to only name a few.”
• “We believe that by electing Driver Management’s nominees, First United is set to have a Board with enhanced transparency and accountability, which will provide the ample check and balance between the boardroom and management.”

Abbott Cooper, Driver’s founder and managing member, commented:

“We are pleased that Egan-Jones supports our case for change at First United and recommends shareholders vote on the WHITE proxy card to elect all three of our highly-qualified, independent nominees: Michael J. Driscoll, Ed.D, Ethan C. Elzen and Lisa Narrell-Mead. Egan-Jones is in full agreement with Driver that First United’s anti-shareholder corporate governance and long-term underperformance need to be quickly addressed. Most importantly, Egan-Jones agrees our nominees will bring sorely-needed fresh perspectives and strategies to the boardroom, which are critical to First United’s transformation.”

DO NOT GIVE A “FREE PASS” TO AN ANTI-SHAREHOLDER, OVER-TENURED BOARD THAT HIDES BEHIND MARYLAND CORPORATE LAW TO TRY TO DISENFRANCHISE SHAREHOLDERS.

• The eleven-member Board’s average director tenure is more than 15 years, which far exceeds the “stale” criteria set by major institutions.
• Total shareholder returns have dramatically underperformed the broader bank indexes over the last one and three years and, over the past decade, chronically underperformed all relevant peer sets and indexes.
• More than 75% of the Board has no prior experience in the banking sector.
• The Board does not allow shareholders to amend the bylaws.
• The Board will not let shareholders vote to declassify the Board, even though a prior proposal received support from more than 60% of the outstanding shares.
  • First United’s super-majority voting threshold prevented the declassification proposal from passing, as did First United insiders who we believe voted against the proposal.
• The Board sought to create an un-level playing field in this election contest by withholding standard shareholder lists and information from Driver (despite numerous normal-course requests) that prevented Driver from directly communicating with shareholders.
  • First United used these same lists to communicate with shareholders themselves and disparage Driver and its nominees.
• The Board keeps the Chairman and Chief Executive Officer roles combined despite shareholder concerns. Based on documents obtained through a Maryland Public Information Act request, we learned the Board instigated and sought to direct a state regulator’s investigation – which resulted in no violation of law – regarding Driver’s 2019 share purchases.
  • The Board repeatedly lied to shareholders in proxy solicitation materials when it said First United did not instigate the investigation.
  • When no violation of law was found by the regulator, First United turned around and sued Driver – its largest active shareholder – in state court.

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As a reminder, shareholders can visit www.RenovateMyBank.com to learn about our highly-qualified nominees and HOW TO VOTE ON THE WHITE PROXY CARD TODAY!

Remember, only your latest dated card counts. Should you have any questions or need assistance with voting, please contact Saratoga Proxy Consulting LLC at (888) 368-0379 or (212) 257-1311 or by email at [email protected].

PROTECT YOUR INVESTMENT. SIGN, DATE AND RETURN YOUR WHITE PROXY CARD TODAY.

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About Driver Management

Driver employs a valued-oriented, event-driven investment strategy that focuses exclusively on equities in the U.S. banking sector. The firm’s leadership has decades of experience advising and engaging with bank management teams and boards of directors on strategies for enhancing shareholder value.

¹ Permission to use quotations neither sought nor obtained. Emphasis added.

View source version on businesswire.com: https://www.businesswire.com/news/home/20200608005668/en/

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