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Lake Shore transition nearing a close

Lake Shore Bancorp, Inc., the holding company for Lake Shore Savings Bank, announced this week that all regulatory approvals have been received to close the conversion of Lake Shore, MHC from mutual to stock form and the related stock offering by Lake Shore Bancorp, Inc., the proposed new stock holding company for Lake Shore Bank and the Bank’s conversion from a federal savings bank to a New York chartered commercial bank.

Closing is expected to occur after the close of business on July 18. Lake Shore Bancorp’s common stock is expected to begin trading on the Nasdaq Global Market under the trading symbol “LSBK” on July 21.

As a result of the subscription offering, Lake Shore Bancorp expects to sell a total of 4,950,460 shares of its common stock (approximately the midpoint of the offering range) at a price of $10 per share for total gross proceeds of $49.5 million. All valid stock orders submitted by eligible account holders, supplemental eligible account holders and voting members in the subscription offering will be filled in full. Lake Shore Bancorp’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), expects to mail Direct Registration System (”DRS”) Book-Entry statements for shares purchased in the subscription offering and interest checks, on or about July 21.

As part of the conversion transaction, each outstanding share of Lake Shore Federal Bancorp common stock owned by the public stockholders of Lake Shore Federal Bancorp (stockholders other than Lake Shore, MHC) as of the closing date will be converted into shares of Lake Shore Bancorp common stock based on an exchange ratio of 1.3549 shares of Lake Shore Bancorp common stock for each share of Lake Shore Federal Bancorp common stock so that Lake Shore Federal Bancorp’s existing public stockholders will own approximately the same percentage of Lake Shore Bancorp’s common stock as they owned of Lake Shore Federal Bancorp’s common stock immediately prior to the conversion, subject to adjustment as disclosed in the prospectus. Cash will be issued in lieu of a fractional share of Lake Shore Bancorp common stock based on the offering price of $10 per share. Upon the completion of the conversion and stock offering, approximately 7,825,877 shares of Lake Shore Bancorp common stock are expected to be outstanding before adjustment for fractional shares.

Stockholders of Lake Shore Federal Bancorp holding shares in street name will receive shares of Lake Shore Bancorp common stock and cash in lieu of fractional shares within their accounts. Stockholders of Lake Shore Federal Bancorp holding shares in certificated form will be mailed a letter of transmittal on or about July 21. After submitting their stock certificates and a properly completed letter of transmittal to Computershare, stockholders will receive DRS Book-Entry statements reflecting their shares of Lake Shore Bancorp common stock and checks for cash in lieu of fractional shares.

Luse Gorman, PC has acted as legal counsel to Lake Shore Bancorp and Lake Shore Federal Bancorp. Raymond James & Associates, Inc. has acted as marketing agent for Lake Shore Bancorp in the subscription offering. Kilpatrick Townsend & Stockton LLP has acted as legal counsel to Raymond James & Associates, Inc.

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