Carrollton Bancorp Shareholders Approve Merger Agreement between Carrollton Bancorp and Jefferson Bancorp, Inc. and Financial

  Carrollton Bancorp Shareholders Approve Merger Agreement between Carrollton
  Bancorp and Jefferson Bancorp, Inc. and Financial Services Partners Fund,
  LLC

Business Wire

COLUMBIA, Md. -- August 27, 2012

Carrollton Bancorp (NASDAQ: CRRB) today announced at a special meeting of its
shareholders held on August 23, 2012 (the “Special Meeting”), Carrollton
Bancorp’s shareholders approved the proposal to adopt the previously announced
Agreement and Plan of Merger, dated as of April 8, 2012, as amended on May 7,
2012, by and among Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial
Services Partners Fund I, LLC (the “Merger Agreement”). The Merger Agreement
provides for the merger of Jefferson Bancorp, Inc. with and into Carrollton
Bancorp, with Carrollton Bancorp continuing as the surviving corporation, and
remains subject to regulatory approval and customary closing conditions.
Following the merger, the combined company will operate as a one-bank holding
company under the name “Carrollton Bancorp.”

Shareholders owning a total of 2,043,779.06 shares voted at the Special
Meeting, representing approximately 79.24% of the shares of Carrollton
Bancorp’s common stock outstanding as of the record date for the Special
Meeting. Ninety-eight percent (98%) of those voting approved the transaction.
Robert A. Altieri, President and CEO of Carrollton Bancorp stated “This was a
significant step for our shareholders, customers and employees and I am
extremely thankful to all for having faith in Carrollton and supporting our
efforts over many years.”

Kevin Cashen, President and CEO of Jefferson Bancorp, Inc. and its wholly
owned operating subsidiary, Bay Bank, FSB, stated “We believe the combination
of Carrollton Bank and Bay Bank represents a powerful combination of resources
to effectively serve the Maryland banking market. The strong capital base
coupled with experienced human capital focusing on building customer
relationships positions us to be a significant player in the markets that we
serve. We are extremely excited about our opportunity to build the Bay Bank
franchise, both organically and through acquisitions, and become the premier
bank in Maryland.”

In addition to the approval of this transaction, the holders of a majority of
shares of Carrollton Bancorp’s common stock also approved, on an advisory
non-binding basis, the proposal regarding certain compensation arrangements
for Carrollton Bancorp’s named executive officers in connection with the
merger.

About Carrollton Bancorp/Carrollton Bank

Carrollton Bank is a wholly-owned subsidiary of Carrollton Bancorp, a publicly
traded bank holding company (NASDAQ: CRRB) headquartered in Columbia,
Maryland. Carrollton Bank has been committed to providing outstanding
financial service to the central Maryland region for more than 100 years.
Carrollton Bank provides a wide range of financial services for personal and
business banking customers, including a variety of checking accounts,
competitive rates on certificates of deposit and savings accounts, commercial
lending, free nationwide ATMs with the MoneyPass® symbol, mortgages,
investment services* and 24-hour internet and telephone banking. As of
December 31, 2011, Carrollton Bank had approximately $365 million in total
assets and ten (10) branch locations in the region. Please visit Carrollton
Bank’s website at www.carrolltonbank.com for additional information.

About Jefferson Bancorp, Inc. /Bay Bank, FSB

Jefferson Bancorp, Inc. was formed in 2009 to operate as the savings and loan
holding company of a federal savings bank, Bay Bank, FSB, which commenced
operations in July 2010, when it acquired certain assets and assumed certain
liabilities of Bay National Bank from the Federal Deposit Insurance
Corporation. Substantially all of Jefferson Bancorp, Inc.’s outstanding common
shares are owned by Financial Services Partners Fund I, LLC (“FSPF”). FSPF is
a Delaware limited liability company established on July 1, 2005, to pursue
equity investments in banks, thrifts, insurance and specialty finance
institutions. Bay Bank, FSB is headquartered in Lutherville, Maryland, and is
focused on providing superior customer service to small and medium-sized
businesses, their owners and professionals located throughout the region. Its
core products are commercial loans, real estate loans, commercial and consumer
deposit services, cash management services and consumer loans. As of December
31, 2011, Bay Bank had total assets of approximately $130 million and two
branch locations. Please visit Bay Bank’s website at www.baybankmd.com for
additional information.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 concerning Carrollton
Bancorp and Jefferson Bancorp, Inc. and the financial condition and projected
expenses of Carrollton Bancorp, Jefferson Bancorp, Inc. and the combined
company. These forward-looking statements about future expectations, plans and
prospects of Carrollton Bancorp, Jefferson Bancorp, Inc. and the combined
company involve significant risks, uncertainties and assumptions, including
risks that can be found in the “Risk Factors” section of the Carrollton
Bancorp Annual Report on Form 10-K on file with the Securities and Exchange
Commission and the other reports that Carrollton Bancorp periodically files
with the Securities and Exchange Commission. Actual results may differ
materially from those Carrollton Bancorp contemplated by these forward-looking
statements. These forward looking statements reflect management’s current
views, and Carrollton Bancorp does not undertake to update any of these
forward-looking statements to reflect a change in its views or events or
circumstances that occur after the date of this release.

Contact:

Jefferson Bancorp/Bay Bank
Kevin B. Cashen
President & CEO
410-427-3707
kcashen@baybankmd.com
or
Carrollton Bancorp/Carrollton Bank
Robert A. Altieri
President & CEO
410-536-7392
baltieri@carrolltonbank.com
 
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