Alerus Financial Corporation (ALRS)
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AGM 2024

May 7, 2024

Operator

Hello, and welcome to the Alerus Financial Corporation Annual Meeting of Stockholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen by typing your message, then clicking the send icon to the right of the message box. This meeting is about to begin.

Daniel Coughlin
Chairman of the Board, Alerus Financial Corporation

Good afternoon, ladies and gentlemen. Welcome to the 2024 virtual annual meeting of Alerus Financial Corporation. I'm Dan Coughlin, Chairman of the Board of the company, and it's my pleasure to serve as Chair of this meeting. Before we move to the business at hand, there are a few housekeeping items I will address related to today's virtual meeting. If you have not yet voted and wish to vote, or if you wish to revoke a previously submitted proxy, you may do so by clicking the proxy voting site link on the left side of your screen. To vote your shares, you will need the control number provided on your proxy card. Logging in with your control number will also allow you to submit questions. We have reserved time later in the meeting to address any questions related solely to today's agenda.

Should you wish to submit a question during the meeting, please click on the messaging icon at the top of the left side of your screen. Type your question into the text box, then click the send icon at the right of the text box. Please note that in the interest of all stockholders, we will only address those questions that are related to the matters that are being voted on at this annual meeting. We will also limit each stockholder to two relevant questions to ensure time for all stockholders to ask questions. We appreciate your understanding. For any general business questions about the company, please refer to the information available on our investor relations website, which includes our SEC filings. At this time, I will call the meeting to order. Now, I will introduce the other current directors of the company in attendance at this meeting.

Katie Lorenson, Randy Newman, Jan Estep, Mary Zimmer, Galen Vetter, Nikki Sorum, John Uribe, and Kevin Lemke. I'm very proud of the members of this board and are grateful for their dedicated service, and I would like to thank each of them for what they do for the company. As noted in the company's proxy statement, Kevin Lemke is retiring from the board, effective as of this annual meeting. On behalf of the board and the company, I'd like to personally thank Kevin for all of his contributions and dedicated service to the company during his many years as a director. Also in attendance is Michael Grossman, a representative of the company's independent auditing firm, RSM US LLP. Now to the business of the meeting. Nick Brenckman will serve as secretary of this meeting.

Stockholders who have already voted by internet, telephone, or mail need not vote again online at this meeting. Your voting instructions will be carried out this afternoon by the appointed proxies. They are Kari Koob and Nick Brenckman. Mr. Brenckman, will you please review the matters related to the organization of this meeting?

Nick Brenckman
General Counsel and Corporate Secretary, Alerus Financial Corporation

Thank you, Dan. I have received an affidavit of mailing from Equiniti Trust Company, LLC, which states that mailing of the notice of the meeting and the internet availability of the related proxy materials commenced on March 25, 2024, to all stockholders of record as of the record date, March 12, 2024. The polls have been open for voting on the matters listed in the notice since March 25, 2024. The polls will close for voting on any item when discussion has been completed on that item. Since no stockholder nominations or proposals were filed in advance of this meeting, as provided in the company's bylaws, the business of this meeting is limited to the matters listed in the notice.

An alphabetical list of stockholders entitled to vote at this meeting, with the number of shares held by each, is present and available electronically for inspection at this meeting. The list has been available for the 10 days preceding this meeting. The notice of the meeting and affidavit of mailing of the notice will be inserted in the company's minute book. There are in excess of 15,655,000 common shares represented at this meeting, which constitutes approximately 78% of the outstanding shares entitled to vote here today. Since the majority of the outstanding voting shares are represented here today, a quorum is present. As secretary of this meeting, I declare it a properly constituted meeting, duly organized and ready for business. We will now proceed with the business of the meeting. To act as the Inspector of Election, the board has appointed Chad Johnson.

Mr. Johnson has been duly sworn in, and his oath will be filed with the records of the meeting. That completes the necessary formalities.

Daniel Coughlin
Chairman of the Board, Alerus Financial Corporation

The first item of business today is the election of eight members of the board of directors, each of whom will serve a one-year term until the annual meeting of stockholders to be held in 2025. These are a distinguished group of individuals who have success in their own business activities, and have also made significant contributions in their communities. More specific biographical information on each of the director nominees is provided in the company's proxy statement. The board of directors has nominated myself, Katie A. Lorenson, Randy L. Newman, Janet O. Estep, Galen G. Vetter, Mary E. Zimmer, John Uribe, and Nikki L. Sorum, as listed in the company's proxy statement, to serve as directors for a one-year term and until their successors are duly elected.

The only other proposal on this year's ballot is the ratification of RSM US LLP as the company's independent public accounting firm for the fiscal year ending December 31, 2024. The proposal was described in detail in the proxy statement for this meeting. We shall now proceed to vote on these two proposals. You are entitled to one vote for each share registered in your name. For the election of directors, the eight nominees receiving the highest vote totals will be elected to serve as directors. The ratification of the appointment of RSM US LLP must receive the affirmative vote of the majority of shares of common stock present in person, or represented by proxy at this annual meeting. We will now take any stockholder questions related to today's agenda.

As a reminder, should you wish to submit a question during this meeting, please click the messaging icon at the top left side of your screen. Type your question into the text box, then click the send icon at the right of the text box. As noted, at the beginning of the meeting, we will only address those questions that are related to the matters that are being voted on at the annual meeting.

Nick Brenckman
General Counsel and Corporate Secretary, Alerus Financial Corporation

Thanks, Dan. We have not received any questions.

Daniel Coughlin
Chairman of the Board, Alerus Financial Corporation

Since we have not received any questions regarding the business before this meeting, I will now declare that the question -and -answer session is now closed. If you have not already done so, we remind you that to submit your vote on each matter by clicking the proxy voting link on the left side of your screen. Voting is about to be closed. Just pause for a moment. I now declare that the polls are closed on all matters before the stockholders. That concludes the voting on the proposals to be considered at this meeting. Since the votes have been tallied by the inspector and the results of the vote are as follows: Each of the nominees for director received a plurality of the votes cast. Accordingly, each has been elected as director of the company.

Second, the ratification of the appointment of RSM US LLP as independent public accounting firm of the company received the affirmative vote of the majority of shares of the common stock present in person or represented by proxy at the annual meeting and entitled to vote on this matter. Accordingly, the appointment of RSM US LLP as the independent public accounting firm of the company for the fiscal year ending December 31, 2024, is ratified. The inspector is directed to submit the Certificate of Inspection of Election to be filed with the Secretary for insertion into the company's minute book, together with the minutes of this meeting. With that, that completes the items on the agenda, and I declare this meeting to be adjourned.

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