HPCCP Huntington Preferred Capital - Class C Preferred Stock (MM)

Information Statement

This Information Statement is provided to holders of voting stock of Huntington Preferred Capital, Inc. (“Huntington Preferred” or the “Company”) in connection with Huntington Preferred’s Annual Meeting of Shareholders to be held on May 9, 2013, and at any adjournment. This Information Statement will be first sent or given to Huntington Preferred’s voting shareholders on approximately April 4, 2013. Huntington Preferred’s Annual Report on Form 10-K for 2012 is attached and follows this Information Statement.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Holders of record of common stock, Class C Preferred securities, and Class E Preferred securities of Huntington Preferred at the close of business on March 29, 2013, will be entitled to vote at the Annual Meeting. At that date, Huntington Preferred had 14,000,000 shares of common stock outstanding and entitled to vote. Each share of common stock outstanding on the record date entitles the holder to one vote on each matter submitted at the Annual Meeting. Also on the record date, Huntington Preferred had outstanding and entitled to vote 2,000,000 Class C Preferred securities and 1,400,000 Class E Preferred securities. The holders of the Class C and Class E Preferred securities are entitled to 1/10 ^th of one vote per share on all matters submitted at the Annual Meeting.

The presence in person or by proxy of the holders of a majority in amount of the voting shares of Huntington Preferred outstanding and entitled to vote will constitute a quorum at the Annual Meeting. Under the law of Ohio, Huntington Preferred’s state of incorporation, abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. Broker non-votes occur when brokers who hold their customers’ shares in street name submit proxies for such shares on some matters, but not others. Generally, this would occur when brokers have not received any instructions from their customers. In these cases, the brokers, as the holders of record, are permitted to vote on “routine” matters, which typically include the ratification of the independent registered public accounting firm, but not on non-routine matters. Brokers are no longer permitted to vote on the election of directors without instructions from their customers.

For the election of directors, the nominees receiving the greatest number of favorable votes cast at a meeting at which a quorum is present shall be elected. Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality, and thus broker non-votes and abstentions will have no effect. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of all the votes cast at a meeting at which a quorum is present. Abstentions will be counted as votes against the matter. Broker non-votes will not be counted as votes cast and thus will have no effect on this matter. As of the date of this Information Statement, management knows of no other business that will come before the Annual Meeting.

Election of Directors

Directors are elected annually and serve until the next annual meeting of shareholders and until their successors are elected and qualify. Huntington Preferred’s articles of incorporation provide that while any Class C Preferred securities or Class E Preferred securities are outstanding, the Board of Directors shall consist of at least nine persons, three of whom must be “Independent Directors”. The articles of incorporation define “Independent Directors” as those directors who are not current officers or employees of Huntington Preferred, or directors, officers, or employees of any direct or indirect subsidiary of Huntington Bancshares Incorporated. See “Corporate Governance” and “Report of the Audit Committee” below for additional information regarding the independence of Huntington Preferred’s directors.

The Board of Directors is reducing the authorized number of directors to nine effective upon the 2013 Annual Meeting of Shareholders, and has nominated nine persons for election as directors at the meeting. The nominees are nine of the ten current directors: David S. Anderson, Richard A. Cheap, Reginald D. Dickson, Harry V. Farver, Edward J. Kane, Roger E. Kephart, Donald R. Kimble, Gerard P. Mastroianni and James D. Robbins. If reelected, Reginald D. Dickson, Roger E. Kephart, Gerard P. Mastroianni and James D. Robbins, currently serving as Independent Directors will satisfy the Independent Director requirement in Huntington Preferred’s articles of incorporation. The other five nominees for reelection to the Board of Directors are officers of The Huntington National Bank or Huntington Bancshares Incorporated. The Huntington National Bank is a wholly owned subsidiary of Huntington Bancshares Incorporated. The following table sets forth certain information concerning each nominee for director.

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The business experience for at least the last five years of each nominee for director is further described below.

David S. Anderson. Mr. Anderson has served as Vice President and as a director of Huntington Preferred since May 13, 2010, and as Treasurer of Huntington Preferred since December 13, 2010. Mr. Anderson has served as Executive Vice President and Controller for Huntington Bancshares Incorporated since November 30, 2009. Prior to joining Huntington, Mr. Anderson served as Corporate Controller with Citizens Financial Group in Providence, Rhode Island, beginning in 1995. Mr. Anderson was chosen to serve as a director of Huntington Preferred due to his accounting experience and his role as Corporate Controller for Huntington Bancshares Incorporated.

Richard A. Cheap. Mr. Cheap has served as a Vice President and as a director of Huntington Preferred since April 2001. He also served as Secretary of Huntington Preferred from April 2001 to December 2001. Mr. Cheap has served as General Counsel and Secretary for Huntington Bancshares Incorporated and as Executive Vice President, General Counsel, Secretary, and Cashier of The Huntington National Bank since May 1998. Prior to joining Huntington Bancshares Incorporated and the Bank, Mr. Cheap practiced law with the law firm of Porter, Wright, Morris & Arthur LLP, Columbus, Ohio, from 1981, and as a partner from 1987 to May 1998. Mr. Cheap was chosen to serve as a director of Huntington Preferred because of his experience as corporate counsel and his role as General Counsel and Secretary for Huntington Bancshares Incorporated and The Huntington National Bank.

Reginald D. Dickson . Mr. Dickson has served as a director of Huntington Preferred since May 2008. Mr. Dickson served as Chairman, Chief Executive Officer and majority owner of Buford, Dickson, Harper & Sparrow, Inc., an investment research and portfolio management until his retirement in February 2013. He served as Chairman from the firm’s inception in 1995 and as Chief Executive Officer from 2002. Buford, Dickson, Harper & Sparrow, Inc., is based in St. Louis, Missouri. Previously, Mr. Dickson served as President and Chief Executive Officer of INROADS, Inc., a national minority career development organization, from 1982 to 1992. Mr. Dickson has previously served on the boards of First American National Bank, from 1979 to 1999, and Dollar General, from 1993 to July 2007. Mr. Dickson was selected to serve as a director of Huntington Preferred because of his experience serving as a public company director and audit committee member.

Harry V. Farver. Mr. Farver has served as a Vice President and as a director of Huntington Preferred since April 2011. Mr. Farver joined Huntington Bancshares Incorporated in June 2010 as Senior Vice President and Director of

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Accounting Operations. Prior to joining Huntington, Mr. Farver was with PricewaterhouseCoopers LLP from 1995 to 2000 and from 2003 to 2010, and served as Senior Manager there from 2005 to June 2010. Mr. Farver was with JPMorgan Chase from 2000 to 2003 where he worked as a Senior Accounting Manager in the retail line of business. Mr. Farver was selected to serve as a director of Huntington Preferred due to his accounting experience and his role as Director of Accounting Operations for Huntington Bancshares Incorporated.

Edward J. Kane. Mr. Kane has served as a Vice President and a director of Huntington Preferred since December 2001. Mr. Kane has served as Corporate Tax Director for Huntington Bancshares Incorporated since joining Huntington in November 2001. He has also served as Huntington’s Director of Corporate Planning and Analysis since August 2011. Mr. Kane was named Executive Vice President of Huntington since October 2007, and served as Senior Vice President of Huntington from November 2001 to October 2007. Prior to joining Huntington Bancshares Incorporated, Mr. Kane served as Vice President, Tax Planning, and Tax Compliance for The CIT Group Inc., Livingston, New Jersey, from 1992 to September 2001, and in various other capacities from May 1973 to 1992. Because Huntington Preferred qualifies as a REIT for tax purposes, Mr. Kane was chosen as a director of the company due to his knowledge of tax matters and his role as the Corporate Tax Director for Huntington Bancshares Incorporated.

Roger E. Kephart. Mr. Kephart has served as a director of Huntington Preferred since November 2001. Mr. Kephart co-founded the law firm of Kephart & Fisher in 1991, based in Columbus, Ohio. In addition to practicing law, Mr. Kephart served as his firm’s administrative partner until retiring as of January 2003. Mr. Kephart was chosen to serve on the board of Huntington Preferred due to his skills as a lawyer, including as administrative partner of his law firm, and considering that Huntington Preferred’s primary assets and sources of income are loan participation interests, his experience with commercial lending transactions.

Donald R. Kimble. Mr. Kimble has served as President and a director of Huntington Preferred since August 2004. Mr. Kimble has served as Chief Financial Officer for Huntington Bancshares Incorporated since August 2004 and as Senior Executive Vice President since May 2009. Mr. Kimble also served as Controller for Huntington Bancshares Incorporated from August 2004 to July 2006. Mr. Kimble joined Huntington Bancshares Incorporated in June 2004 as Executive Vice President of Finance Administration. Prior to joining Huntington Bancshares Incorporated, Mr. Kimble served as Executive Vice President and Controller for AmSouth Bancorporation from December 2000 to June 2004, and previously held various accounting and subsidiary chief financial officer positions with Bank One Corporation from July 1987 to December 2000. Mr. Kimble was chosen to serve as a director of Huntington Preferred due to his financial administration experience and his role as Chief Financial Officer for Huntington Bancshares Incorporated.

Gerard P. Mastroianni. Mr. Mastroianni is president of Alliance Ventures, Inc., Crestview Ventures LLC., and Louisville Ventures, LLC., all real estate and property management firms located in Alliance, Ohio which he has managed since 1989. Mr. Mastroinanni served as a director of Huntington Bancshares Incorporated from May 2007 to April 2012. Mr. Mastroianni previously served on the board of Citizens Bankshares, and on the board of Sky Financial Group, Inc. for nine years prior to its merger with Huntington Bancshares Incorporated in 2007. In addition to his business acumen and experience as a bank director, Mr. Mastroianni also has substantial non-profit board experience, including current service as a trustee for the Stark Development Board, The University of Mount Union, Alliance for Children and Family, and the Sisters of Charity Foundation. Mr. Mastroianni was chosen to serve as a director because of his broad business and community leadership, and his real estate and property management experience.

James D. Robbins. Mr. Robbins has served as a director of Huntington Preferred since November 2001. Mr. Robbins has served as President of James D. Robbins and Co., a financial advisory and investment company, since July 2001. Prior to that time, Mr. Robbins served as managing partner of PricewaterhouseCoopers LLP, Columbus market (and its predecessor firm, Coopers & Lybrand L.L.P.), from November 1993 until his retirement in June 2001. Mr. Robbins is a certified public accountant (inactive) in the State of Ohio and the Commonwealth of Kentucky. Mr. Robbins has also served as a director of the public company, DSW Inc. from July 2007 to June 2012 and also served as a director of Dollar General from April 2002 to July 2007. Mr. Robbins was chosen to serve as a director of Huntington Preferred because of his accounting and auditing experience and his experience as a public company director and audit committee member.

Director Timothy R. Barber is stepping down. Mr. Barber, who has served as a director and Vice President of Huntington Preferred since May 2009, is not being nominated for reelection. Mr. Barber has served as Executive Vice President of The Huntington National Bank since January 2012, and also serves as Credit Administration and Policy Director. He has also served as the Credit Risk Manager for The Huntington National Bank since February 1998. He served as Senior Vice President for The Huntington National Bank from February 2000 to January 2012, and as Vice President of The Huntington National Bank from February 1998 to February 2000.

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The executive officers of Huntington Preferred are Messrs. Anderson, Barber, Cheap, Farver, Kane and Kimble.

Corporate Governance

Six of Huntington Preferred’s directors are also officers or directors of The Huntington National Bank or its affiliates. The Board of Directors has one standing committee, the Audit Committee, which is comprised of Huntington Preferred’s four Independent Directors, Messrs. Dickson, Kephart, Mastroianni and Robbins, Chairman. James D. Robbins qualifies as an “audit committee financial expert” as the term is defined in the rules of the Securities and Exchange Commission. Designation of Mr. Robbins as an audit committee financial expert by the Board of Directors does not impose any duties, obligations or liabilities on him that are greater than the duties, obligations, and liabilities imposed on the other members of the Audit Committee. The Securities and Exchange Commission has determined that a person who is identified as an “audit committee financial expert” will not be deemed an expert for any purpose as a result of such designation.

The Board of Directors has ratified a Code of Business Conduct and Ethics previously adopted by the Board of Directors of Huntington Bancshares Incorporated, which applies to all employees and, where applicable, to directors of Huntington Bancshares Incorporated and its affiliates, including Huntington Preferred. Huntington Preferred’s President (principal executive officer) and Vice President and Treasurer (principal financial officer) are also bound by a Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers. The Code of Business Conduct and Ethics and the Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers are posted on the Investor Relations pages of Huntington Bancshares Incorporated’s website at www.huntington.com.

The Audit Committee, which met four times in 2012, operates pursuant to a written Charter that is posted on the Investor Relations pages of Huntington Bancshares Incorporated’s website at www.huntington.com. Click on the link to “Investor Information” under Huntington Preferred Capital, Inc. to view the Charter. The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility for the integrity of Huntington Preferred’s financial statements; the financial reporting process; the systems of internal accounting and financial controls; the performance of Huntington Preferred’s internal audit function and independent auditor; and the independent auditor’s qualifications and independence. The Audit Committee also provides oversight and review of compliance by Huntington Preferred’s officers and directors with the Code of Business Conduct and Ethics and compliance by Huntington Preferred’s President (principal executive officer) and Vice President and Treasurer (principal financial officer) with the Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers.

In exercising its primary responsibilities described above, the Audit Committee provides a risk oversight function for the company. The Audit Committee also fulfills certain additional risk-oversight related tasks that include annual review of fraud risk and annual review of Huntington Preferred’s risks and risk factors with the chief risk officer for Huntington Bancshares Incorporated.

Huntington Preferred’s President serves as its principal executive officer. The Board of Directors has not designated a chairman. Management believes that this leadership structure is appropriate in light of Huntington Preferred’s relationship with The Huntington National Bank and the role of the independent Audit Committee. The Huntington National Bank, which controls the voting power of Huntington Preferred’s outstanding securities, is involved in virtually every aspect of Huntington Preferred’s existence. The relationship with The Huntington National Bank is counterbalanced by our Audit Committee, comprised solely of the Independent Directors, which reviews and approves material transactions among Huntington Preferred and The Huntington National Bank and/or its affiliated companies.

Huntington Preferred is a “controlled company” as that term is defined in the rules of The NASDAQ Stock Market, Inc. because more than 50% of the voting power of Huntington Preferred is held by consolidated subsidiaries of Huntington Bancshares Incorporated. As a controlled company, Huntington Preferred is exempt from the NASDAQ requirement to have a majority of independent directors and certain other related rules. However, the members of Huntington Preferred’s Audit Committee are required to meet the NASDAQ independence standards and the additional criteria for audit committee members. The Board of Directors has determined that directors Reginald D. Dickson, Roger E. Kephart, Gerard P. Mastroianni and James D. Robbins meet the NASDAQ independence standards and the additional criteria for audit committee members. In making its independence determinations, the Board is aware of the fact that the directors of Huntington Preferred, their immediate family members, and entities affiliated with those directors, may from time to time be customers of Huntington Bancshares Incorporated’s affiliated financial and lending institutions and have transactions and relationships with such affiliates in the ordinary course of business. Such transactions may include loans on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with others and do not involve more than the normal risk of collectibility or present other unfavorable features. Such transactions

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may also include transactions, relationships, or arrangements where Huntington Bancshares Incorporated’s affiliated financial and lending institutions, in the ordinary course of business, act as depository of funds or trustee, or provide similar services.

As a controlled company, Huntington Preferred is not subject to the requirement under the NASDAQ rules to have a formalized process addressing the nominations of directors by independent board members. Since the majority of the directors are not independent, and likely will continue to be not independent, the Board of Directors has determined that it would be unduly burdensome to have a standing nominating committee. Further, there is currently not a set policy, process, or list of specific criteria or minimum requirements for identifying and evaluating director nominees, or for considering director candidates recommended by shareholders. In addition, no third parties are used to identify or evaluate potential nominees. Director nominees are considered by the President, who is also a director, and other directors with whom the President confers.

Huntington Preferred does not maintain a standing compensation committee because Huntington Preferred does not compensate its executive officers or directors who are not Independent Directors. The Audit Committee has the authority to set reasonable and appropriate compensation for the Independent Directors, subject to approval by the Board of Directors. The form and amount of compensation of directors will be guided by the following principles:

Directors of Huntington Preferred are expected to attend the annual shareholders meeting and at least 75% of board and committee meetings. The Board of Directors held a total of five regular and special meetings during 2012. Each director attended at least 75% of the meetings of the full board and, if applicable, the Audit Committee, with the exception of Mr. Barber who experienced unavoidable scheduling difficulties. Eight of the nine board members then serving were present for the 2012 Annual Shareholders Meeting.

Shareholders of Huntington Preferred may contact the directors by sending written communications to the attention of the President at Huntington Preferred’s principal executive offices. Such communications will be relayed to the director or directors addressed, except for communications which are inappropriate because they are vulgar, obscene, or otherwise socially offensive.