Provident Financial Holdings, Inc. (PROV)
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AGM 2021

Nov 30, 2021

Operator

Hello, and welcome to the annual meeting of shareholders of Provident Financial Holdings, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Craig Blunden, Chairman and CEO. Mr. Blunden, the floor is yours.

Craig Blunden
Chairman and CEO, Provident Financial Holdings

Thank you. The meeting will please come to order. Welcome to the annual meeting of shareholders of Provident Financial Holdings, Inc. I'm Craig Blunden, Chairman and Chief Executive Officer of the company, and I will act as chairman of the meeting. We hope all of you are staying safe and healthy in these extraordinary times. Due to the continuing concerns regarding the novel coronavirus, COVID-19 pandemic, and to protect the safety and well-being of our shareholders, board of directors, and employees, we decided to again hold our annual meeting virtually this year. Attending the meeting virtually is Donavon Ternes, Secretary of the company, who will act as Secretary of the meeting. At this time, I would like to introduce our officers and directors who have joined us for the annual meeting. Our board of directors, Joseph Barr, Bruce Bennett, Judy Carpenter, Debbi Guthrie, Roy Taylor, William Thomas.

Our director nominee, Kathy Michalak. Senior officers, Deborah Hill, Robert Scott Ritter, William Salter, David S. Weiant, Gwendolyn L. Wertz. Also attending are John Breyer, our counsel, Breyer and Associates, Tony Berbiglia, partner, Deloitte & Touche. The secretary has prepared a list of shareholders of the company entitled to vote at the meeting, arranged in alphabetical order, showing the holders of the common stock of the company as of the close of business on October 14, 2021, the record date for voting. The list is available for inspection on the virtual meeting platform.

The secretary informs me that the records of the company show that they're outstanding on the record date and entitled to notice of and to vote at this annual meeting, 7,470,282 shares of common stock, of which 3,735,142 represents a majority. We have previously received an affidavit that the notice of meeting and a form of proxy, therefore, were mailed on or about October 28, 2021 to each holder of record on the close of business on October 14, 2021. A copy of the affidavit with documents attached will be attached to the minutes of this meeting as Exhibit A. It is now in order to appoint an inspector to count and examine all voting.

The board of directors has previously appointed Donavon Ternes as Inspector of Election to act at this meeting and any adjournments. The certificate and report of inspector will be attached to the minutes. The secretary has previously delivered to the inspector the list of shareholders and all proxies which have been received. The secretary informs me that substantially more than a majority of the shares of common stock entitled to vote at the meeting are present virtually or by proxy. The inspector is making an exact count and will submit a formal report on the number of shares present or represented during the course of the meeting. A quorum is declared present subject to the confirmation of that fact by the inspector in his report.

We will waive the reading of the minutes of last year's annual meeting, but a copy of the minutes is available should any shareholder wish to review them. In order to save time at this meeting, we propose to arrange the proceedings. The votes will be taken at this time, and while the inspector is counting the ballots, we'll continue with other business. If you have already voted by proxy, you need not vote using the online platform at this meeting. The first item of business to be acted upon at the meeting, as stated in the notice of meeting, is the election of directors. In accordance with the bylaws, it is proposed that 2 directors be elected, each to serve for a 3-year term, and one director to be elected to serve for a 1-year term.

In accordance with the bylaws of the company, three individuals have been nominated. Judy A. Carpenter and William E. Thomas each have been nominated for three-year terms, and Kathy Michalak has been nominated for a one-year term. No nominations may be made at the meeting. Therefore, I declare nominations to be closed. Shareholders are entitled to one vote for each share of stock owned, as shown in the records of the company. The vote will now be taken on the election of directors. If you wish to vote using the online platform, please vote now on each of the director nominees. Has everyone had an opportunity to vote? If so, I declare the polls closed for the election of directors. The second item on the agenda is the advisory vote on the approval of executive compensation as disclosed in our proxy statement for this annual meeting.

The chair will entertain a motion to submit the advisory proposal on executive compensation to a vote.

Speaker 4

[cross talk]

I second.

Craig Blunden
Chairman and CEO, Provident Financial Holdings

Are there any questions? The vote will now be taken on the motion. If you wish to vote using the online platform, please do so now on the compensation of the company's named executive officers. Has everyone had an opportunity to vote? If so, I declare the polls closed on the motion. The final item of business is the approval of the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ended June 30, 2022. The chair will entertain a motion that Deloitte & Touche LLP be appointed as independent auditors for the 2022 fiscal year.

Speaker 4

I move.

Donavon Ternes
Secretary, Provident Financial Holdings

I second.

Craig Blunden
Chairman and CEO, Provident Financial Holdings

Are there any questions? The vote will now be taken on the motion. If you wish to vote using the online platform, please vote on the approval of the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending June 30, 2022. Adoption of this proposal requires a majority of the votes cast at this meeting by holders of the company common stock. Has everyone had an opportunity to vote? If so, I declare the polls closed for this proposal. While the inspector is counting the votes, I would like to take this opportunity to answer any questions. Are there any questions?

Donavon Ternes
Secretary, Provident Financial Holdings

Mr. Chairman, I do not see any questions being forwarded. Please go ahead.

Craig Blunden
Chairman and CEO, Provident Financial Holdings

Thank you. The inspector has completed his count, and the secretary will now read the report.

Donavon Ternes
Secretary, Provident Financial Holdings

Thank you, Mr. Chairman. I, the duly appointed Inspector of Election of Provident Financial Holdings, Inc., do hereby certify that the annual meeting of shareholders of the company was held virtually due to concerns regarding the novel coronavirus pandemic and to protect the safety and well-being of our shareholders, board of directors and employees on Tuesday, November 30, 2021 at 11:00 A.M. local time pursuant to due notice. According to the certified list of shareholders which was available for inspection on the virtual meeting platform, there were outstanding and entitled to vote at the virtual meeting 7,470,282 shares of common stock of the company. The official results from this meeting will be filed on Form 8-K with the Securities and Exchange Commission. The preliminary results are as follows.

There were present at the meeting, virtually or by proxy, the holders of 6,267,665 shares of common stock of the company, representing 83.63% of the total votes eligible to be cast, constituting a majority and a quorum of the outstanding shares entitled to vote. I inspected the signed proxies and virtual ballots used at the meeting and found them in proper form. The following is a record of the votes cast in the election of Judy A. Carpenter, William E. Thomas, and Kathy Michalak as directors of the company. Judy A. Carpenter votes for 3,587,600 shares, 65.72%. Votes withheld, 1,871,450 shares, 34.28%. William E.

Thomas votes for 3,279,154 shares, 60.07%. Votes withheld, 2,179,896 shares, 39.93%. Kathy Michalak votes for 5,019,349 shares, 91.95%. Votes withheld, 439,701 shares, 8.05%. Accordingly, Judy A. Carpenter and William E. Thomas were declared to be duly elected directors of the company, each to serve for a three-year term, and Kathy Michalak was declared to be a duly elected director of the company to serve for a one-year term.

I inspected the signed proxies and virtual ballots used at the meeting, and the following is a record of the votes cast with respect to the advisory vote to approve the executive compensation as disclosed in the proxy statement for this virtual annual meeting of shareholders. Votes for 3,300,668 shares, 60.47%. Votes against 2,149,398 shares, 39.37%. Abstentions, 8,983 shares, 0.16%. Accordingly, the proposal described immediately above, having received the favorable votes of at least a majority of the votes cast virtually or by proxy at the meeting, was declared to be duly adopted by the shareholders of the company. I inspected the signed proxies and virtual ballots and found them in proper form.

The following is a record of the votes cast with respect to the proposal to approve Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending June 30, 2022. Votes for, 6,057,969 shares. Votes against, 208,919 shares. Those who abstained, 777 shares. Accordingly, the proposal described immediately above, having received the favorable votes of at least a majority of the votes cast in person or by proxy at the meeting, was declared to be duly adopted by the shareholders of the company. Thank you, Mr. Chairman. Back to you.

Craig Blunden
Chairman and CEO, Provident Financial Holdings

Thank you. The report of the Inspector confirms that a quorum is present and has been in attendance at the virtual meeting for all purposes. It also shows that Judy A. Carpenter and William E. Thomas have been duly elected directors of the company, each to serve for a three-year term, and Kathy Michalak has been elected as a director of the company to serve for a one-year term. The report of the Inspector also shows that more than a majority of votes cast using the virtual platform or by proxy at this meeting have been voted in favor of the approval of, one, the advisory vote on executive compensation, and two, the approval of Deloitte & Touche LLP as the company's independent accountants for the fiscal year ending June 30, 2022.

The report of the Inspector has been accepted and approved and will be attached to the minutes of the meeting. There being no further business to come before the meeting, a motion to adjourn is in order.

Donavon Ternes
Secretary, Provident Financial Holdings

I move we adjourn.

Speaker 4

I second the motion. [cross talk]

Craig Blunden
Chairman and CEO, Provident Financial Holdings

Thank you. All those in favor signify by saying aye.

Speaker 4

Aye. [cross talk]

Craig Blunden
Chairman and CEO, Provident Financial Holdings

Those opposed say no. The motion is carried. The meeting is adjourned. Thank you.

Speaker 4

Thank you.

Operator

This concludes the meeting. You may now disconnect and have a pleasant day.

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