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Charter Financial Corporation Announces Filing of Registration Statement


Charter Financial Corporation, (Nasdaq: CHFN), the holding company of CharterBank (the "Bank"), announced that Charter Financial Corporation, a Maryland corporation and the proposed new holding company of the Bank ("New Charter Financial"), filed a registration statement on December 14, 2012, with the Securities and Exchange Commission in connection with the previously announced mutual-to-stock conversion of First Charter, MHC.

In connection with the conversion, New Charter Financial expects to offer for sale between 11,475,000 and 15,525,000 shares of common stock at a purchase price of $10.00 per share in the offering. The shares to be offered for sale represent the 62.85% of the outstanding shares of common stock of Old Charter Financial currently owned by First Charter, MHC. In addition, at the conclusion of the conversion, the existing shares of common stock held by the public stockholders of Old Charter Financial will be exchanged for new shares of common stock of New Charter Financial at an exchange ratio estimated to be between 1.0015 and 1.3550.

The shares of New Charter Financial will be offered and sold to the following persons 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 stock ownership plan and 401(k) Plan; (3) depositors as of the end of the calendar quarter preceding the commencement of the offering; and (4) depositors and certain borrowers of the Bank entitled to vote on the conversion proposal. Shares of common stock not purchased in the subscription offering may be offered for sale in a "community offering," with a preference given first to natural persons residing in the States of Georgia, Alabama and Florida, and then to public stockholders of Old Charter Financial. New Charter Financial also may offer shares not subscribed for in the subscription or community offerings in a syndicated community offering or a firm commitment underwritten offering.

After the completion of the conversion and offering, New Charter Financial will 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 New Charter Financial is expected to trade on the NASDAQ Capital Market under the same symbol "CHFN." The conversion is subject to the approval of the Board of Governors of the Federal Reserve System and the affirmative vote of members of First Charter, MHC and stockholders of Old Charter Financial.

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