Nicolet Bankshares Inc (NIC) January 26, 2026 Annual General Meeting Transcript

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Hello everyone and welcome to the 2026 Special Meeting of Stockholders of Nicolet Bank Shares, Inc. Before we get started, I would like to go over a few items so you know how to participate in today's meeting. You have joined the special meeting using your computer's speaker system by default. If you would prefer to join over the telephone, just select phone call in the icon settings in the toolbar and the dial-in information will be displayed. At the end of the meeting, you will have the opportunity to submit text questions to today's presenters by typing your questions into the questions pane of your toolbar. You may send in your questions at any time during the meeting and we will collect these and address them during the Q&A session at the end of today's stockholder meeting. Today's meeting is being recorded. I would now like to introduce Michael E. Daniels, Chairman, President, and CEO of Nicolet Bank Shares, Inc. Go ahead.

Thank you. Good morning and welcome to the special meeting of shareholders of Nicolet Bank Shares, Inc. I'm Mike Daniels, Chairman, President, and Chief Executive Officer. It is my pleasure to welcome you to today's meeting. I'm joined in the room by Phil Moore, our Chief Financial Officer and Inspector of Elections for today's meeting. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. We ask that questions be submitted ahead of time. However, if you have any follow-up questions after the meeting, please email them to ir at nicolaybank.com or call Eric Radczak at 920-617-4540. In keeping with the digital approach to this meeting, it is now shortly after 9 a.m. Central on January 26, 2026, and this meeting is officially called to order. The Board of Directors fixed December 18, 2025 as the record date for determining shareholders entitled to vote at this meeting. The shareholder list shows that as of that record date, there were 14,930,406 common shares outstanding and entitled to vote. I am informed by Phil Moore, who is serving as the inspector of election, that there are represented by proxy shares of common stock represented approximately 11.6 million votes, or nearly 77.4% of the 14.9 million shares of common stock that were outstanding as of the record date. This constitutes a quorum for the purpose of transacting business. Therefore, I declare the meeting duly and valid called, convened, and open for business properly brought before that. It is now 9.03 Central Time on January 26, 2026, and the polls are now open. Any shareholder who hasn't voted or wishes to change your vote may do so by clicking on the voting URL now available on your chat function. shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action the polls for voting will close immediately following the reading of the proposals to be voted upon also per directions in our proxy statements shareholders wishing to ask questions were asked to do so via email prior to the meeting you may also ask a question by typing it into the questions pane of the control panel Now we will present the matters to be voted upon. Proposal 1 is to approve the agreement and plan of merger dated October 23, 2025 between Nicolet Bank Shares and Midwest One Financial Group. Details of the proposed transaction were previously provided in the joint proxy statement that was either mailed to you or provided online. Proposal 2 is to approve the adjournment of the special meeting. Proposal 3 amends Nicolet's Articles of Incorporation to increase the number of authorized shares of common stock from 30 million to 60 million shares. I will pause for a few seconds to allow any shareholder that has not yet voted one final opportunity to do so. Now that everyone has had the opportunity to vote I now declare the polls for Nicolet Bank Shares Inc special shareholder meeting closed at 9.05 a.m. Central Time on January 26, 2026. I've been informed by the Inspector of Election that the preliminary vote report shows that the shareholders have accepted the Board's recommendation with respect to each proposal and that each proposal has passed. We will be reporting the final voting results in a current report on Form 8K to be filed with the Securities and Exchange Commission within four business days following this meeting. Based upon this report of the Inspector of Elections, I declare the agreement and plan of merger between Nicolay and Midwest One has been approved. I also declare the special meeting of shareholders has been adjourned. And finally, I declare the proposed proposal to amend Nicolay's Articles of Incorporation to increase the number of shares from $30 million to $60 million has been approved. There being no further business to come before the meeting, the special meeting of shareholders of Nicolet Bank shares is now adjourned. If there are questions about any proposal passed at the meeting today, the merger with Midwest One or the business in general, you are always encouraged to reach out to us at any time. that said we did have one question we'd like to address will the midwest one locations be rebranded as nicolay national bank the answer is yes between the official closing and the conversion date scheduled in early august of this year all of the midwest one offices will be rebranded as nicolay national bank the second part of that question was how emerging nicolay bank improved the results at these midwest one locations as our shareholders know nicolay has a simple value proposition of mattering to customers community and one another and creative environment or shared success it is expected that the offices of midwest one and the faces that people are used to seeing every day will continue to provide the same high level of service that they provide in the three-circle shared success that we do throughout our NICOLA footprint. I believe that concludes all the questions we had for this meeting. I want to thank everyone for joining us this morning, and more importantly, thank you for being a shareholder of NICOLA. At this point, I will turn the call back over to the operator. Thank you.

This concludes the special meeting. You may now disconnect.