Vital Federal Credit Union Merger Vote

The Board of Directors of VITAL Federal Credit Union have called a special meeting of the members of this credit union at 1450 John B White Sr Blvd, Spartanburg, SC 29306, on May 20, 2025, at 6:00 pm. The purpose of this meeting is:

1. To consider and act upon a plan and proposal for merging VITAL Federal Credit Union with and into Founders Federal Credit Union (hereinafter referred to as the “Continuing Credit Union”), whereby all assets and liabilities of VITAL Federal Credit Union will be merged with and into the Continuing Credit Union. All members of VITAL Federal Credit Union will become members of the Continuing Credit Union and will be entitled to and will receive shares in the Continuing Credit Union for the shares they own in VITAL Federal Credit Union on the effective date of the merger.


2. To ratify, confirm and approve the action of the Board of Directors in authorizing the officers of VITAL Federal Credit Union, subject to the approval of members, to do all things and to execute all agreements, documents, and other papers necessary to carry out the proposed merger.

The Board of Directors of VITAL Federal Credit Union encourages you to attend the meeting and vote on the proposed merger. Whether or not you expect to attend the meeting, we urge you to sign, date and promptly return the enclosed ballot to vote on the proposed merger. If you prefer to vote electronically members may vote online by visiting www.vitalfcu.com.

If you wish to submit comments about the merger to share with other members, you may submit them to the National Credit Union Administration (NCUA) at https://ncua.gov/support-services/credit-union-resources-expansion/credit-union-merger-resources/comments-proposed-credit-union-mergers or mail to:

NCUA – Office of Credit Union Resources and Expansion
1775 Duke Street
Alexandria, VA 22314
RE: Member-to-Member Communication for VITAL Federal Credit Union.

The NCUA will post comments received from members on its website, along with the member's name, subject to the limitations and requirements of its regulations.

The Board of Directors has carefully evaluated and analyzed the assets and liabilities of the credit unions and the value of shares in both credit unions. The projected combined financial statement of the continuing credit union follows as a separate document. In addition, the following information applies to the proposed merger.

Reasons for merger: The Board of Directors has concluded that the proposed merger is desirable and in the best interests of members because of the following

• Both credit unions have a similar original mission.
• The VITAL FCU CEO, Omero DeLorenzo, plans to retire on 12/31/2026.
• Additional branch locations are needed in Spartanburg to better serve members.
• Additional ATMs are needed to better serve members.
• A designated call center is needed to better serve the members.
• A more robust full-service e-commerce solution is needed to better serve members.
• The access to branches in neighboring counties where members live and work.
• The access to additional products and services which we are unable to offer.

Net worth: The net worth of a merging credit union at the time of a merger transfers to the continuing credit union. VITAL Federal Credit Union does not have a higher net worth ratio than Founders Federal Credit Union.

Share adjustment or distribution: VITAL Federal Credit Union will not distribute a portion of its net worth to its members in the merger. The Board of Directors has determined a share adjustment is not needed as the value of shares in both credit unions are relatively similar.

Please note that the proposed merger must have the approval of the majority of members who vote.

Enclosed with this Notice of Special Meeting is a Ballot for Merger Proposal. If you cannot attend the meeting, please complete the Ballot and return it to CU Ballot Election Processing, PO Box 3156 Dublin, OH, 43016. Or vote online at www.vitalfcu.com To be counted, your Ballot must be received by May 20,2025 at 6:30 pm.