Charter Financial Corporation Announces Filing of Registration Statement

Charter FinancialCorporation, (Nasdaq: CHFN), the holding company ofCharterBank (the "Bank"), announced that Charter Financial Corporation, aMaryland corporation and the proposed new holding company of the Bank ("NewCharter Financial"), filed a registration statement on December 14, 2012, withthe Securities and Exchange Commission in connection with the previouslyannounced mutual-to-stock conversion of First Charter, MHC.In connection with the conversion, New Charter Financial expects to offer forsale between 11,475,000 and 15,525,000 shares of common stock at a purchaseprice of $10.00 per share in the offering. The shares to be offered for salerepresent the 62.85% of the outstanding shares of common stock of Old CharterFinancial currently owned by First Charter, MHC. In addition, at theconclusion of the conversion, the existing shares of common stock held by thepublic stockholders of Old Charter Financial will be exchanged for new sharesof common stock of New Charter Financial at an exchange ratio estimated to bebetween 1.0015 and 1.3550.The shares of New Charter Financial will be offered and sold to the followingpersons in the following order of priority in the subscription offering: (1)depositors of the Bank as of September 30, 2011; (2) the Bank's employee stockownership plan and 401(k) Plan; (3) depositors as of the end of the calendarquarter preceding the commencement of the offering; and (4) depositors andcertain borrowers of the Bank entitled to vote on the conversionproposal. Shares of common stock not purchased in the subscription offeringmay be offered for sale in a "community offering," with a preference givenfirst to natural persons residing in the States of Georgia, Alabama andFlorida, and then to public stockholders of Old Charter Financial. New CharterFinancial also may offer shares not subscribed for in the subscription orcommunity offerings in a syndicated community offering or a firm commitmentunderwritten offering.After the completion of the conversion and offering, New Charter Financialwill own all of the outstanding common stock of the Bank, and First Charter,MHC and Old Charter Financial will cease to exist. The common stock of NewCharter Financial is expected to trade on the NASDAQ Capital Market under thesame symbol "CHFN." The conversion is subject to the approval of the Board ofGovernors of the Federal Reserve System and the affirmative vote of members ofFirst Charter, MHC and stockholders of Old Charter Financial.