April
13,
2018
To:
All
Dime
Community
Bank
KSOP
Participants
Re:
Annual
Meeting
of
Shareholders
to
be
held
on
May
24,
2018
Dime
Community Bank (the “Bank”), a wholly-owned subsidiary of Dime Community Bancshares, Inc. (the “Company”), maintains the Dime Community Bank KSOP (the “KSOP”) for employees of the Bank. The KSOP includes an investment alternative to purchase the stock of the Company, using funds from your KSOP account (the “KSOP Stock Fund”). The KSOP Stock Fund holds shares of the Company’s common stock for the benefit of Participants in the KSOP by Pentegra Trust Company, as trustee (the “KSOP Trustee”). The KSOP allows its Participants to have certain voting rights at the Company’s shareholder meetings.
In
connection
with the Annual Meeting of Shareholders of the Company to be held on May 24, 2018 (the “Annual Meeting”), the following documents are either enclosed or are available for viewing at
https://materials.proxyvote.com/253922
.
1.
Confidential
Voting
Instructions
card,
or,
for
Notice
and
Access
recipients
,
electronic
voting
directions;
2.
2017
Annual
Report
to
Shareholders;
3.
Notice
of
the
2
0
18
Annual
Meeting
of
Shareholders;
and
4.
Proxy
Statement
for
the
2018
Annual
Meeting
of
Shareholders
As a Participant in the KSOP, you have the right to direct the KSOP Trustee how to vote the shares held by the KSOP Stock Fund as of March 28, 2018 (the “Record Date”) on the proposals to be voted upon by the Company’s shareholders. Your rights as a Participant in the KSOP will vary depending upon whether the matter being voted on is an “Anticipated Proposal” or an “Unanticipated Proposal.”
Anticipated
Proposals
The Trustee will vote in the following manners with respect to the proposals specified on the materials accompanying this letter:
Proposal
1
|
“FOR”
or
“WITHHOLD”
|
Proposals
2
and
3
|
“FOR,”
“AGAINST”
or
“ABSTAIN”
|
The Trustee’s vote, in general, will be made in the same proportion as instructions to cast votes FOR, WITHHOLD, AGAINST or ABSTAIN are given by KSOP Participants entitled to give voting instructions on Proposals 1, 2 and 3. The instructions given by each KSOP Participant will be weighted according to the value of his or her respective interest in the KSOP Stock Fund as of March 28, 2018. In the event that the KSOP Participant executes the enclosed proxy card but does not provide any instructions, the KSOP Trustee will vote FOR all nominees in Proposal 1, and FOR Proposals 2 and 3. For Notice and Access material recipients, if you submit an electronic vote utilizing the directions provided to you via email but do not provide any voting instructions, you will be deemed to have instructed votes “FOR” all nominees in Proposal Number 1, and “FOR” Proposals 2 and 3. For purposes of the KSOP, if you do not vote your KSOP shares electronically or return your Confidential Voting Instructions card to the Trustee by 11:59 PM on May 21, 2018, the Trustee shall vote your shares in the same proportion as those shares for which instructions are timely received.
Unanticipated
Proposals
It is possible, although unlikely, that proposals other than those specified in the Confidential Voting Instructions card will be presented for shareholder action at the Annual Meeting. If this should happen, the KSOP Trustee will vote upon such matters in their discretion, or cause such matters to be voted upon in the discretion of the individuals named in any proxies executed by them.
*
*
*
*
*
Your instruction is very important. You are encouraged to review the enclosed material carefully and either to vote electronically as instructed, or to complete, sign and date the enclosed Confidential Voting Instructions card to signify your direction to the Trustee.
If not voting electronically, please return your completed Confidential Voting Instruction card using the enclosed postage paid envelope.
Your electronic vote or completed Confidential Voting Instructions card must be received no later than 11:59 PM on May 21, 2018.
Please
note
that you have voting rights under the KSOP as a “named fiduciary” with respect to the shares that you may vote. Under the Federal Employment Retirement Income Security Act of 1974, as amended, the Compensation Committee, the KSOP Trustee and other plan fiduciaries may be relieved of any responsibility for matters that are the direct and necessary consequence of directions that you give in your capacity as a named fiduciary.
Please also note that the voting instructions of individual Participants are to be kept confidential by the KSOP Trustee, who has been instructed not to disclose them to anyone at the Company or the Bank.
If you have any questions regarding your voting rights or the terms of the KSOP, please call John Filipski, Assistant Vice President of Compensation & Benefits at (718) 782-6200 extension 5692.
Very
truly
yours
,
The
Compensation
and
Human
Resources
Committee
of
Dime
Community
Bancshares
,
Inc
.
Enclosures