Alerus Financial Corporation (ALRS)
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AGM 2023

May 8, 2023

Daniel Coughlin
Independent Chairman of the Board, Alerus Financial Corporation

Good afternoon, ladies and gentlemen. I'm Dan Coughlin, Chairman of the Board of Directors of the company. Before calling this annual meeting to order, Katie Lorenson, our President and Chief Executive Officer, will make a few comments for us. Katie?

Katie A. Lorenson
President and CEO; Director, Alerus Financial Corporation

Thank you, Dan. As Dan noted, before we begin the meeting, I have a few prepared remarks. During these remarks, I may make forward-looking statements about the future events or financial performance of Alerus. I encourage you to review the forward-looking statement disclosure in our first quarter earnings release for more information about risks and uncertainties that may affect our company. When I look back on 2022, I am proud of our professional and dedicated team members at Alerus. Despite a year filled with unprecedented and unpredictable headwinds across the entire financial industry, our collaborative culture, commitment to our clients and communities, and powerful, diversified business model enabled us to continue executing our growth strategy with a focus on areas we could control to propel our company forward.

2022 was a year of transition of the board to our new Chairman, Dan Coughlin. I had the honor of stepping into the President and CEO role, succeeding our longtime leader, Randy Newman, who remained on the board and took over as Chairman of our risk committee. Throughout 2022 and into 2023, I recruited and assembled the new leadership team of the company. I am so proud and inspired by the highly experienced professionals we have elevated and attracted to Alerus. I believe that together this team is positioning Alerus to build off the strong foundation we have established and take Alerus to new heights.

Along with a record year of new client relationships and talent acquisition, 2022 also included the acquisition of Metro Phoenix Bank, a unique strategic opportunity to partner with a high-performing commercial bank in the highly attractive growth market of Phoenix, Arizona. The acquisition continues to exceed expectations and actual results and client retention compare favorably to those models. As we ended 2022 and looked ahead into 2023, we anticipated continued challenges and headwinds across the industry. The valuations of the banking industry were already under pressure and near record lows early in the first quarter. 3 of the 4 largest bank failures in U.S. history happened.

Despite the relative strength of the community banking industry and the widely differentiated business models and deposit portfolios of community banks, these failures and other factors, including economic uncertainty and rapidly rising interest rates, have significantly impacted the stock price of all publicly traded banks, including Alerus. Although valuations across the banking industry have decreased, we remain focused on the long term and what we can control, which is creating value for our shareholders by continuing to build a sustainable and profitable growth company organically and through acquisitions while rightsizing our infrastructure. This work takes time, but we have built momentum in our efforts through strong revenue and deposit-producing hires, strategic restructuring, and implementation of efficiency-enhancing technology. Alerus is fundamentally a highly resilient company and well-positioned to weather the storm.

With a strong deposit franchise and liquidity levels, superior credit quality, and above-peer capital levels, we are committed to continuing to serve our communities and our clients through this cycle. Our well-diversified business model and highly unique fee income mix of over 50% of total revenues puts the company in the position of continued growth and capital accretion. From a capital priority standpoint, we intend to continue our long history of dividend increases and payouts and continuously evaluate opportunities for stock buybacks as the clouds of economic uncertainty begin to clear. We remain steadfast in our long-term strategic goals of delivering earnings per share growth of 10% or greater, an average return on shareholders' equity of 12% or greater, and returning to our long history of top-tier performance while consistently prioritizing sound risk management practices.

Prior to the pandemic, we held our annual meetings in person in our Grand Forks market following a shareholder luncheon in which we presented on the state of the industry and the strategic priorities and goals of the company. We are pleased to announce we will be hosting a reception for shareholders in Grand Forks this summer. Additional details will be forthcoming and will be posted on our investor relations website. We look forward to seeing many of you there at that time. We thank you, our shareholders and our clients for the trust you put in us. I thank our team members for your constant efforts to create value for all of our stakeholders. I will now let Chairman Coughlin call the annual meeting to order.

Daniel Coughlin
Independent Chairman of the Board, Alerus Financial Corporation

Thank you, Katie, and welcome to the 2023 virtual annual meeting of Alerus Financial Corporation. It is 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 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 this 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 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 shareholders, 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, I ask you to please refer to the information available on our investor relations website, which also includes our SEC filings. At this time, I will call the meeting to order.

I will introduce the other current directors of the company in attendance at this meeting. Randy L. Newman, Kevin D. Lemke, Michael S. Mathews, Janet Estep, Mary Zimmer, Galen Vetter, and Katie A. Lorenson. We are very proud of the members of this board and grateful for their dedicated service. To all of the directors, I thank you all for your commitment to Alerus. Also in attendance is Vivian Myers, a representative from the company's independent auditing firm, RSM US LLP. To the business of the meeting. Scott Fenske, our General Counsel and Corporate Secretary of the company, will act as the 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 Jared Hansen, Chief Accounting Officer at the company, and Dan Stashek, Senior Trust and Fiduciary Officer of the company. Mr. Fenske, will you please review the matters related to the organization of this meeting?

Scott Fenske
General Counsel and Corporate Secretary, Alerus Financial Corporation

I have received an affidavit of mailing from American Stock Transfer and Trust Company, which states that mailing of the notice of the meeting and the internet availability of the related proxy materials commenced on March 27th, 2023, to all stockholders of record as of the record date March 15th, 2023. The polls have been open for voting on the matters listed in the notice since March 27th, 2023. 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 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 address and 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 into the company's minute book. There are an excess of 16 million common shares represented at this meeting, which constitutes approximately 80% of the outstanding shares entitled to vote here today. Since a majority of the 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, Director of Internal Audit at the company. Mr. Johnson has been duly sworn in and his oath will be filed with the records of this meeting. That completes the necessary formalities.

Daniel Coughlin
Independent Chairman of the Board, Alerus Financial Corporation

The first item of business today is the election of 8 members of the Board of Directors, each of whom will serve a 1-year term until the annual meeting of stockholders to be held in 2024. These are distinguished individuals who have achieved success in their own business activities and have also made significant contributions in their communities and to Alerus. For more specific biographical information on each of the director nominees, it is provided in the company's proxy statement. The Board of Directors has been nominated Randy L. Newman, Katie A. Lorenson, Daniel Coughlin, Kevin D. Lemke, Michael S. Mathews, Janet Estep, Mary Zimmer, and Galen Vetter, as listed in the company's proxy statement to serve as directors for a 1-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 thirty-first, twenty twenty-three. This 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. Are there any questions on the voting procedures?

Scott Fenske
General Counsel and Corporate Secretary, Alerus Financial Corporation

Go ahead, Mr. Chairman.

Daniel Coughlin
Independent Chairman of the Board, Alerus Financial Corporation

Go ahead, Scott.

Scott Fenske
General Counsel and Corporate Secretary, Alerus Financial Corporation

Please go ahead. Thank you, Dan.

Daniel Coughlin
Independent Chairman of the Board, Alerus Financial Corporation

Hearing no questions, we will now take any stockholder questions related to today's agenda. As a reminder, should you wish to submit a question during the meeting, please click on the messaging icon on the top left side of your screen. Type your question into the text box, then click the send icon on the right side of that 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. Mr. Fenske, who is acting as Corporate Secretary for this meeting, will address any suitable questions.

Scott Fenske
General Counsel and Corporate Secretary, Alerus Financial Corporation

Mr. Chairman, I did receive one question that I'm going to reply to individually, so there may be a short delay. I'll be back with you. Thank you.

Daniel Coughlin
Independent Chairman of the Board, Alerus Financial Corporation

Okay.

Scott Fenske
General Counsel and Corporate Secretary, Alerus Financial Corporation

Mr. Chairman, I've replied to one inquiry that I received that was not related to the matters on today's agenda. Please proceed. Thank you.

Daniel Coughlin
Independent Chairman of the Board, Alerus Financial Corporation

Okay. If there are no more questions, the question and answer session will now be closed. If you have not already done so, we remind you to submit your vote on each member by clicking the proxy voting link on the left side of your screen. Voting is about to be closed, and I'll pause for a brief moment.

Scott Fenske
General Counsel and Corporate Secretary, Alerus Financial Corporation

Please proceed, Mr. Chairman. Thank you.

Daniel Coughlin
Independent Chairman of the Board, Alerus Financial Corporation

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. The votes have been tallied by the inspector, and the results of the votes are as follows. Each of the nominees for director received the plurality of votes cast. Accordingly, each has been elected as director of the company. The ratification of the appointment of RSM US LLP as independent public accounting firm for the company received the affirmative vote of the majority of the shares of the common stock. Accordingly, the appointment of RSM US LLP as independent public accounting firm for the company for the fiscal year ending December 31, 2023 is ratified.

The Inspector is directed to submit the certification of Inspector of Election to be filed with the Secretary for insertion in the company's minute books together with the minutes of this meeting. This completes the items on the agenda, and I declare that this meeting is adjourned. I thank you very much, ladies and gentlemen, for attending our virtual annual meeting and for your continued interest in the company. Thank you.

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