Business First Bancshares, Inc. (BFST)
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EGM 2020

Apr 14, 2020

Speaker 1

Thank you. Good morning, ladies and gentlemen. A special meeting of the shareholders of Business First Bank Shares will come to order. I would like to welcome the shareholders, employees and others who have joined us virtually. I am Bob Greer, Chairman of Business First, and with me today is June Melville, President and CEO.

Heather Romer, Secretary of the company, will be serving as Secretary for our meeting today. Before we get started, I would like to extend our appreciation to all of you for attending, albeit virtually, our special meeting of shareholders today. When you registered your attendance, you should have received an electronic copy of the agenda and rules of conduct that we will follow for our meeting today. Now I'll turn the meeting to Heather, our Secretary.

Speaker 2

Thank you, Mr. Chairman, and good morning to everyone. The business portion will consist of 2 parts. First, we need to establish that there is a sufficient forum to start the meeting. And second, we will vote on the formal business items listed on the agenda.

The company has appointed Tammy Marshall of Computershare to act as the Inspector of Elections for this meeting. Tammy will count the proxies and vote at the meeting and in a few minutes report on the presence of a forum at the special meeting. And now I'll turn the meeting back to the Chairman.

Speaker 1

Thank you, Heather. Now we will have the report of the voting inspector.

Speaker 3

Thank you, Mr. Shanren. I have determined that of the 13,498,268 shares of Business First common stock entitled to vote as of March 3, 2020, the record date for the special meeting, there is an excess of a majority of the shares entitled to vote at this meeting present at this meeting either virtually or by proxy and thus the company has achieved a quorum sufficient to proceed with the formal business at this meeting.

Speaker 1

Thank you, Tammy. Ms. Roman will now continue with the formal business of this meeting.

Speaker 2

Thank you, Mr. Chairman. As provided in the joint proxy statement prospectus, there are 2 formal voting items on the agenda. We have not received a notice from any of our shareholders as required under the bylaws of any other matter to be considered at this meeting. Therefore, no other proposals may be introduced by shareholders at this time.

In a moment, the Chairman will declare the polls open for voting at this meeting. If you wish to vote at the meeting and have not done so, you should do so now by following the instructions on the virtual meeting website. If you have previously submitted a proxy, then your vote has already been recorded and you do not need to vote during this virtual meeting unless you wish to change your vote. The Chairman will now open the polls.

Speaker 1

I now declare the polls open for voting. Now we will proceed with each proposal. The first proposal is to approve the agreement and plan of reorganization dated January 22, 2020, by and between Pedestal Bancshares and Business First, pursuant to which Pedestal will merge with and into Business First with Business First surviving the merger and approve the merger and issuance of Business First common stock to the potential shareholders pursuant to the agreement and plan of reorganization as described in the joint proxy statement perspectives. I would like to note that the Board of Directors has unanimously recommended a vote for agreement and plan of reorganization, the merger and the approval of the issuance of Business First common stock to the Tethys and shareholders pursuant to the agreement and plan of reorganization. The second proposal is to approve any motion to adjourn the business for a special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the issuance of shares of Business First Common Stock to the best of shareholders pursuant to the merger agreement.

I would like to note the Board of Directors has unanimously recommended a vote for this proposal. Since there are no other proposals, Heather will now explain the vote requirements.

Speaker 2

Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Business First common stock as of the record date, and approval of the adjournment proposal requires the affirmative vote of a majority of votes cast by holders of Business First common stock represented in virtually or by proxy at the special meeting and entitled to vote on this proposal.

Speaker 1

Now we would like to open the floor for any pertinent questions submitted through the virtual meeting website. To the extent we are unable to answer all questions, we hope to have an opportunity to do so at our annual meeting. Heather, do we have any questions?

Speaker 2

Mr. Chairman, we do not have any questions.

Speaker 1

There being no further discussion of the proposals, I now declare the polls closed, and we can proceed to the tabulation of votes. Tammy, you have complete have you completed the tabulation of voting?

Speaker 3

Yes, I have. Thank you. Mr. Chairman, based on my tabulation with respect to the first proposal to approve agreement and plan of regal organization, the merger and the issuance of Business First common stock to the Titleistral shareholders pursuant to the agreement and plan of reorganization, there were 7,881,448 shares cashed for the proposal and 1,580,917 shares cast against with 7,639 shares expressly abstaining. This proposal received the affirmative vote of the holders of a majority of the outstanding shares of Business First common stock as of the record date and therefore the first proposal is approved.

With respect to the second proposal, to approve any motion to adjourn the business for a special meeting if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the issuance of Business First common stock to the pedestal shareholders pursuant to the merger agreement, there were 8,097,760 shares cast for the proposal and 1,346,007 shares cast against with 26,237 shares expressly abstaining. This proposal received the affirmative vote of a majority of the votes cast by the holders of Business First Common Stock represented in virtually or by proxy at the special meeting and entitled to vote on the proposal. And therefore the second proposal is approved.

Speaker 1

Thank you, Tammy.

Speaker 3

You're welcome.

Speaker 1

There being no further business, the meeting is now adjourned. Thank you all for your attendance here this morning. Thank you.

Speaker 2

This concludes the meeting. You may now disconnect. Thank you, My pleasure.

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