EGM 2021

Sep 15, 2021

Hello, and welcome to the Special Meeting of Shareholders of Old National Bancorp. Please note that today's meeting is being recorded. It is my pleasure to turn the meeting over to Becky Skillman, Lead Director of Old National Bancorp. Ms. Skillman, you may begin. Good afternoon, everyone, and thank you for joining us today. On behalf of the Board of Directors of Old National, I welcome you to this special shareholder meeting. Today, we're asking you, our shareholders, to approve the merger of Old National and First Midwest. Please know that the approval of this merger comes with the unanimous recommendation and full support of the Board of Directors. This is indeed an historic time at Old National, and we are excited about what this pending merger means for the future of the company. And now I turn the meeting over to Jim Ryan, Old National's Chairman and CEO. Thank you, Becky. Good afternoon, everyone, and welcome to today's special meeting, which is being held in connection with our pending merger with First Midwest Bancorp. As Chairman of Old National Bancorp, I'm pleased to be presiding at today's meeting. Due to the continuation of the COVID-nineteen pandemic, the Board of Directors felt it was important to host this special meeting in a virtual only format to protect our shareholders and team members. Members of our Board of Directors and management team are attending the meeting today virtually. Shareholders will be able to vote and ask questions about the proposals during the meeting. You may submit questions by entering your question in the designated field on the web portal. I will address questions, if any, about the proposals after they are presented. The polls are now open, and you may begin voting. Anna Hagberg, a representative of Broadridge Financial Solutions, is participating virtually today. She will act as the inspector of election and will count and examine all votes. Anna has signed an oath of inspector of election in which she has sworn faithfully to execute her duties as inspector with strict impartiality and to the best of her ability. Our Corporate Secretary, Jeff Knight, has advised me shortly before this meeting began that shareholders have been sent appropriate notice of today's meeting and that a quorum is present. I'll now call this special meeting to order. The meeting will be conducted in accordance with the agenda and the rules of conduct, which you can find on the virtual meeting portal. You can also find a link to the joint proxy statement prospectus on the portal. There are three proposals being considered today. As confirmed by Becky Skillman at the start of this meeting, our Board of Directors has unanimously recommended that shareholders approve each of the three proposals being presented. The first item to be voted on today is the proposal to approve and adopt the agreement and plan of merger dated as of 05/30/2021, by between Old National and First Midwest, pursuant to which First Midwest will merge with and into Old National. The second proposal to be voted on at today's meeting is the approval of an amendment to Old National's articles of incorporation to increase the number of authorized shares of Old National common stock from 300,000,000 shares to 600,000,000 shares. The last proposal to be voted on at today's meeting is to approve the adjournment of the special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes to approve the merger proposal or the amendment to the articles in the proposal. The meeting is now open for any questions that have been submitted by our shareholders through the web portal. Seeing we have not received any questions related to proposals, we will now allow shareholders to finish voting. While we finish tabulating the votes, I want to take a minute to express my sincerest thank you to all of our shareholders who have taken the time to attend this special meeting and vote their shares. We are confident that our partnership with First Midwest will drive long term shareholder value, and we are excited about combining the outstanding legacies of two strong client and community focused organizations. Thank you, everyone. The voting polls are now closed. I have been advised by our Inspector of Election that each of the proposals presented today have been preliminarily approved by Old National shareholders. Because there are sufficient votes to approve the merger proposal and the Articles Amendment proposal, the adjournment contemplated by the third proposal will not be necessary. The final results of the meeting will appear in the current report on Form eight ks that the company will file within four business days from this meeting. Having concluded the business as set forth in the joint proxy statement, I hereby adjourn the meeting of shareholders. I encourage you to reach out to Lynell Walton, our Investor Relations Director, if you have any other questions. Thank you for your support and your investment in Old National Bancorp. Ladies and gentlemen, this does conclude today's presentation. You may now disconnect, and have a wonderful day.