Proxy Soliciation from 2009

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Comment:  link2 "PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS"

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
April 28, 2009
– Please vote, sign, and return immediately –
     The undersigned hereby appoints Messrs. Lawrence DeVore, James Smith, and John Isaacson, or any of them, as the attorneys and proxies of the undersigned, with full power of substitution, to represent and vote all shares of common stock of Princeton National Bancorp, Inc. (the “Company”), standing in the name of the undersigned at the close of business on February 27, 2009, at the Annual Meeting of Stockholders of the Company to be held at The Galleria Convention Center, 1659 North Main Street, Princeton, Illinois, at 10:00 a.m., on Tuesday, April 28, 2009 or at any adjournment or postponement thereof, with all the powers that the undersigned would possess if personally present, on all matters coming before said meeting, as follows:
(1) Election of directors
o I/We vote FOR all nominees listed below (other than any nominee whose name has been lined out).o I/We WITHHOLD AUTHORITY to vote for all nominees listed below. Class II Directors
Gretta E. Bieber
Gary C. Bruce
John R. Ernat
Tony J. Sorcic
     YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY OF THE ABOVE-NAMED NOMINEES BY LINING OUT THAT NOMINEE’S NAME.
     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE FOUR NOMINEES
(2) To approve the following advisory (non-binding) proposal:
o I/We vote FOR Proposal II.o I/We ABSTAIN on the vote for Proposal II.o I/We vote AGAINST Proposal II. “Resolved, that the shareholders approve the executive compensation of the Company, as described in the “Compensation Discussion and Analysis” and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement.”
     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE EXECUTIVE COMPENSATION OF THE COMPANY
(3) In their discretion, upon such other matters as may properly come before the Annual Meeting.
     This proxy when properly executed will be voted in the manner directed herein. If no instructions are indicated, this proxy will be voted “FOR” the election of all nominees named in the Proxy Statement and “FOR” the approval of the proposals described in the Proxy Statement.
     Please vote, date and sign this proxy and return it in the enclosed envelope. When signing as an executor, administrator, trustee, guardian, custodian, corporate officer or in any capacity other than individually, give your full title as such. If stock is held jointly, each joint owner should sign this proxy.
(Date)
(Shareholder’s Signature)
(Capacity, if other than individually)
(Shareholder’s Signature)
(Capacity, if other than individually)
The signer hereby revokes all proxies, if any, previously given by the signer to vote at the
meeting or any adjournment of the meeting.

6 comments on “Proxy Soliciation from 2009

  1. First the usual caveat I am not a lawyer and my statements are my opinion only.

    This proxy solicitation is sent to registered stockholders. The registered shareholders are the ones that are on the books at PNBC. They have your name and address. If you are a registered stockholder and could not attend the meeting this is how you would vote. If you sign this,send it in and do not indicate how you want to vote the board will vote per their recommendations. The reason that there is not a box to check to indicate that you want to vote your own shares is since you are the registered shareholder you automatically have the right to attend the meeting and vote your shares without a power of attorney. The next question is if you vote by proxy can you vote at the meeting. I believe that you can. I believe that your last vote is the one that counts. Which brings up a very important point. If you plan on attending the meeting and expect to have a final tally of the vote when you leave forget it. They have to take the votes at the meeting and determine that you are not voting twice.

    • That is exactly what I was going to ask. Guess Im just so down on it all. How are the votes counted/by whom? Is it just the same insiders or those on the payroll of the corporation?

  2. Isn’t this a POA (power of attorney) designation that gives the power to vote my shares to those three individuals selected by the bank?

  3. I do not know the technical answer to that question. However I do see a difference between what I would call a proxy and what I will call a POA. As I see a proxy you are authorizing a person or persons to vote as you tell them. In the case of a POA the registered owner of the shares is giving another person the right to vote the owners shares any way he wants. A fine line but a difference. My opinion only.

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