FR Y-6 0MB Number7100-0297 Approval expires September 30, 2018 Page 1 of 2 Board of Governors of the Federal Reserve System Annual Report of Holding Companies-FR Y-6 Report at the close of business as of the end of fiscal year This Report is required by law: Section 5(c}{1)(A) of the Bank This report form is to be filed by all top-tier bank holding compa­ Holding Company Act (12 U.S.C. § 1B44(c)(1)(A)); sections 8(a) nies, top-tier savings and loan holding companies, and U.S. inter­ and 13(a} of the International Banking Act (12 U.S.C. §§ 3106(a) mediate holding companies organized under U.S. law, and by and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal any foreign banking organization that does not meet the require­ Reserve Act {12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec­ ments of and is not treated as a qualifying foreign banking orga­ tions 113, 165, 312, 618, and 809 of the Dodd-Frank Act (12 U.S.C. nization under Section 211.23 of Regulation K (12 C.F.R. § §§ 5361 , 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the 211 .23). (See page one of the general instructions for more detail appropriate Federal Reserve Bank the original and the number of of who must file.) The Federal Reserve may not conduct or spon­ copies specified. sor, and an organization {or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number. NOTE: The Annual Report of Holding Companies must be signed by Date of Report {top.tier holding company's fiscal year-end): one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event December 31, 2016 that the top-lier holding company does not have an individual who is Month / Day / Year a senior official and is also a director, the chairman of the board must 549300KTNEHYDMXR0013 sign the report. If the holding company is an ESOP/ESOT formed as Reportet's Legal Entity Identifier (LEI) (20-Character LEI Code) a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. Reporter's Name, Street. and Mailing Address I, -----------------Name of the Holding Company Director and Offlcial - ---- Atlantic Coast Financial Corporation Director and CEO Legal Titie of Holding Company Titie of the Holding Company D,rectDr and Official 4655 Salisbury Road, Suite 110 attest that the Annual Report of Holding Companies {including (Maitng Address of the Holding Company) Street IP O Box the supporting attachments) for this report date has been pre­ Jacksonville Florida 32256 pared in conformance with the instructions issued by the Federal ------ City Reserve System and are true and correct to the best of my State Zip Code knowledge and belief. n/a Physical Location Crf different from malling address) With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this Person to whom questions about this report should be directed: information to the Federal Reserve. The Reporter also certifies Dewayne Stone Controller that it has the authority, on behalf of each individual, to consent or Name -----------Ti tJe object to public release of information regarding that individual. (912) 584-4048 The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's Area Code I Phona Number/ Extension "Rules Regarding Availability of Information,• 12 C.F.R. Part 261, that the Reporter al1fi individual consent to ublic release of all Area Code/ FAX Number details in the re il]g t · · I. [email protected] E-ma~Addl'IIH Address {URL) for the Holding Company's web page For holding companies fil2t registered with the SEC- Is confldentlal treatment requested for any portion ~ Indicate status of Annual Report to Shareholders: of this report submission?.............................. )=Yes 0 is included with the FR Y-6 report In accordance with the General Instructions for this report 0 wiU be sent under separate cover (check only one), 0 is not prepared 1. a latter justifying this request Is being provided along with the report •• •.... • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •• • •••. ..... .• . ::J For Federal Reserve Bank Use Only 2. a letter justifying this request has baen provided separately ............................................................ U RSSDID 3840029 NOTE: lnfonnatlon for which confidential treatment Is being C.I. requested must be provided separately and labeled as "confldentlal." Public reporting burden for 1h11 lnlormatlon ca41edion ls eslimaled to IIBIY from 1.3 10 101 llouB per response. with an average of 5.50 llouB per response, Including lime 10 gather and malnlaln dala In Ille requlred form and to review Instructions and complete the Information colledion. Send comments regarding !Ills burden estimate or any otller aspect of lllis eollectlon of Information, including suggestions lor reducing this burden lo: Secntta,y. Board of Governors or the Federal Reserve System, 20th and C Streets, NW, Wnhington DC 20551. and to Ille Off'ica of Managemenl and Budget PapelWOIII Reduction Project (710().0297) Weshington. DC 20503 2120 1 16 FRY-6 Paoe2of2 For Use By Tiered Holding Companies Top-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies below. N/A Legal Title of Subsidiary Holding Company Legal Titie of Subsidiary Holding Company (Mailing Address of the Subsidiary Holding Company} Street I P.0 Bo)( (Mail!ng Address of the Subsidiary Holding Company} Street/ P.O. Box City State Zip Code City State Zip Code Physical Location (if different from mailing address) Physical Location (ii different from mailing address) Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company (Mailing Address of the Subsid ary Holding Company) Street/ P.O. Bo)( (Ma C;ng Address of the Subsidiary Holding Company) Sll9et /PO Bo)( City State Zip Code City State Zip Code Physical Location (If different from mailing address) Physical Location (ff different from mailing address) Legal Title of Subsidiary Holding Company Legal Titie of Subsidiary Holding Company (Mailing Address of the Subsidiary Holding Company} Swat , P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box City State Zip Code City State Zip Code Physical Location (if different from mairng address) Physical Location (if different from mailing address} Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company (Mailing Address of the Subsidiary Holding Company) Street I P.O. Bo)( (MaUing Address of the Subsidiary Holding Company) Swet / P.O. Box City State Zip Code City State Zip Code Physical Location (if different from mailing address) Physical Location (if different from mailing address) 1. Annual report See SEC filings 2. Org chart and domestic branch listing SHLC Parent Company Atlantic Coast Financial Corporation LEI: 549300KTNEHYDMXROO13 Jacksonville, FL 32256 US. Maryland Corporation 100% owner voting and non-voting shares: Atlantic Coast Bank LEI: 549300WJXSL2OJPH5285 Jacksonville, FL US. Florida state-chartered commerical bank Wholly owned subsidiary of Atlantic Coast Bank: Atlantic Coast Financial Investments, Inc. Jacksonville, FL US. a Florida corporation Domestic Branches: FR Y-6 Report FYE 12/31/16 Atlantic Coast Financial Corporation Jacksonville, Florida Report Item 2b: Submitted via email on 3/28/2017. 3.1 Security holders (As of December 31, 2016): Country of Name Citizenship or Percentage of each Number City, State, Country Incorporation class of voting shares Of Shares FJ Capital Management LLC USA 1,517,200 McLean, VA, USA 9.75% Bhanu Choudhrie England 1,409,077 London, England 9.06% RMB Capital Holdings LLC USA 1,374,455 Chicago, IL, USA 8.84% The Albury Investment Partnership Australia 1,328,666 Sydney, Australia 8.54% TFO USA Limited USA 1,012,238 New York, NY, USA 6.51% PL Capital LLC USA 1,000,000 Naperville, IL, USA 6.43% EFJ Capital LLC USA 904,707 Arlington, VA, USA 5.82% 3.2 Security holders (at any time during the year): Percentage of each Number Country of Citizenship or Name City State/Country class of voting shares Of Shares Incorporation Wellington Management Group LLP Boston MA, USA 6.85 1,062,389 USA 4. Insiders: Title or Position Atlantic Coast Financial Atlantic Coast Bank Other Company Principal Any Other Percentage of each Percentage of each Percentage of each Name City State/Country Occupation Atlantic Coast Financial Atlantic Coast Bank company class of voting shares class of voting shares class of voting shares Bhanu Choudhrie London England Executive Director, Board Member Board Member N/A 9.06% N/A N/A C&C Alpha Group Ltd W. Eric Palmer Jacksonville FL, USA Operations Manager, Board Member Board Member N/A < 1% N/A N/A Mayo Clinic (FL) Jay S. Sidhu Palm Coast FL, USA CEO, Board Member Board Member N/A < 1% N/A N/A Customers Bancorp Inc Philip S. Buddenbohm Jacksonville FL, USA N/A Chief Credit Officer Chief Credit Officer N/A < 1% N/A N/A John K. Stephens, Jr. Jacksonville FL, USA N/A Chief Executive Officer; Chief Executive Officer; N/A < 1% N/A N/A Board Member Board Member Devinder P.S. Bhasin Palm Coast FL, USA Chief Executive Officer, Board Member Board Member N/A < 1% N/A N/A D.B. Concepts, Inc. John J. Dolan Indiana PA, US Retired Board Member Board Member N/A < 1% N/A N/A James D. Hogan Mint Hill NC, USA Retired Board Member Board Member N/A < 1% N/A N/A Tracy L.