Alerus Financial Corporation (ALRS)
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AGM 2022

May 10, 2022

Operator

Hello, and welcome to the 2022 Alerus Financial Corporation Annual Meeting of Shareholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen. Type in your message, then clicking the send icon in the right of the message box. It is my pleasure to now turn the meeting over to Katie Lorenson. Ms. Lorenson, the floor is yours.

Katie Lorenson
President and CEO, Alerus Financial Corporation

Thank you, and good afternoon, ladies and gentlemen. Welcome to the 2022 virtual annual meeting of Alerus Financial Corporation. I'm Katie A. Lorenson, President and Chief Executive Officer of the company. 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 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 of your screen. Type your question in 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 pertinent to the business of the meeting. We encourage you to submit any questions promptly to ensure your question is received prior to the completion of the business on the agenda.

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 current directors and officers of the company. Randy L. Newman, Daniel Coughlin, Kevin D. Lemke, Michael S. Mathews, Jill Schurtz, Janet Estep, Mary Zimmer, Galen Vetter, Karen Bohn, and Sally Waldron.

We are very proud of the members of this board and are grateful for their dedicated service. Thank you to all. Also in attendance is Tom Danielson, a representative from the company's independent auditing firm, CliftonLarsonAllen LLP. Now to the business of the meeting. Scott Fenske 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 meeting by the appointed proxies. They are Jared Hansen and Dan Stastic. 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 & 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 31, 2022, to all stockholders of record as of the record date March 24, 2022. The polls have been open for voting on the matter, on the matters listed in the notice since March 31, 2022. 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. This has been available for 10 days preceding this meeting. The notice of meeting and affidavit of mailing of the notice will be inserted into the company's minute book. There are in excess of 13,736,022 common shares represented at this meeting, which constitutes approximately 79% 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. Mr. Johnson has been duly sworn in, and his oath will be filed with the records of the meeting. That completes the necessary formalities.

Katie Lorenson
President and CEO, Alerus Financial Corporation

The first item of business today is the election of nine 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 2023. These are distinguished individuals who have achieved 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 Randy L. Newman, Katie A. Lorenson, Daniel E. Coughlin, Kevin D. Lemke, Michael S. Mathews, Jill E. Schurtz, Janet O. Estep, Mary E. Zimmer, and Galen Vetter, 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 CliftonLarsonAllen as the company's independent public accounting firm for the fiscal year ending December 31, 2022. This proposal was described in detail in the proxy statement for this meeting. We shall now proceed to vote on these proposals. You are entitled to one vote for each share registered in your name. For the election of directors, the nine nominees receiving the highest vote totals will be elected to serve as directors. The ratification of the appointment of CliftonLarsonAllen 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 procedure? 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 at the top left of your screen. Type your question into the text box and then click the send icon at the right of that text box. Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting. We have not received any questions regarding the business before this meeting, so the question and answer session is now closed. If you have not already done so, we remind you to submit your vote on each matter by clicking the proxy voting link on the left of your screen. Voting is about to be closed. 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 a plurality of the votes cast. Accordingly, each has been elected as a director of the company. The ratification of the appointment of CliftonLarsonAllen as independent public accounting firm for the company received the affirmative votes of the majority of shares of common stock.

Accordingly, the appointment of CliftonLarsonAllen LLP as the independent public accounting firm for the company for the fiscal year ending December 31, 2022 is ratified. The inspector is directed to submit a certificate of inspector of election to be filed with the Secretary for insertion in the company's minute book, together with the minutes of this meeting. That completes the items on the agenda, and I declare that this meeting is adjourned. Thank you very much, ladies and gentlemen, for attending our virtual annual meeting.

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