Annual General Meeting Transcript - OSBC 2026-05-19

Jim Eccher, Chairman

Good morning, and welcome to the 2026 Annual Stockholder Meeting of Old Second Bank Corp, Inc. I am Jim Eckert, Chairman, CEO, and President of Old Second Bank Corp. It is my pleasure to welcome you here today for this meeting. We're excited to be hosting this virtual meeting, which allows us to be more inclusive and reach a greater number of stockholders. We have stockholders attending via the web portal and the 800 number that we have provided. We have adopted an agenda for our meeting this morning. In accordance with the agenda, we will proceed as follows. In introductions, I will conduct the official business of the 2026 annual meeting. During this portion of the meeting, all discussion will be limited to the official business at hand, and participation will be limited to stockholders of record and their proxies. After the official business, our company CFO and COO are in performance, and we will open the meeting to a question and answer session you may have concerning our operations until that time. We will entertain questions from stockholders of record and their proxies. If you wish to participate in the question and answer session, please follow the instructions on your screen. Though we may not be able to answer every question to as many as possible, and we'll respond to any unanswered questions after the meeting. It is now shortly after 9 a.m. Central Daylight Time on May 19th, and this meeting is officially called to order. I would now like to introduce the other members of the board attending today's meeting, 2nd Bancorp and Old Second National Bank, 2nd Bancorp, Inc., and Old Second National Bank. I would also like to introduce Brad Adams, our CFO and COO of Old Second Bancorp and Old Second National Bank. Brad is also a member of the Old Second National Bank Board of Directors. From Nelson Mullins Riley and Scarborough LLP, Kyle Manning of Plant and Moran PLLC are independent auditors. And finally, the company has appointed Broadridge Financial Solutions, Inc. to act as scrutineer. A representative from Broadridge is with us today and has taken the oath of scrutineer earlier today. Melissa Jordan, our Senior Vice President and Comptroller, will serve as the sixth Assistant Secretary of the meeting and record the proceedings. Melissa, will you please review the matters related to the organization of this meeting?

Melissa Jordan, Other

Yes. Thanks, Jim. The Board of Directors approved March 20, 2026 as the record date for determining stockholders entitled to vote at this meeting. An affidavit of mailing has been presented attesting to the fact that on or about April 6, 2026, a notice of annual meeting, proxy statement, and annual report were mailed to all of our stockholders as of the record date. This affidavit will be filed with the minutes of the meeting. Shirley Cantrell is hereby appointed to act as our inspector of election. She has signed an oath to act as inspector of election, and this oath will be filed with the minutes of the meeting. As of the record date, there were 51,779,442 shares of common stock, outstanding and entitled to vote at this meeting. If any stockholder wishes to see a copy of the stockholder list, they can contact Shirley Cantrell at fcantrell at oldsecond.com. We have been informed by the scrutineer that there are represented in person or by proxy, approximately 44,202,555 shares of our common stock, or approximately 85.36% of the voting power on the record date. Since this represents more than a majority of all issued and outstanding shares of common stock entitled to vote as of the record date, a quorum is present for purposes of transacting business. Accordingly, this meeting has been properly convened.

Jim Eccher, Chairman

Thanks, Melissa. Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. That will expire at our annual meeting of stockholders in 2029. The four nominees is class Daring Campbell, Billy Lyons, and John Williams. Our named Executive Officers, PLLC, as our independent would like to make a comment regarding any of the proposals. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instruction proxies or voted via telephone or the internet and do not want to change their vote, do not need to vote again now. If anyone has had an opportunity to vote, I now declare the polls for this meeting are closed. preliminary voting results?

Melissa Jordan, Other

We do. We have been informed by the scrutineer that the preliminary vote report shows the nominees for the election to the board have been duly elected, the compensation of the named executive officers has been approved by advisory vote, and the ratification of the appointment of Plan and Moran PLLC as our independent registered public accounting firm for 2026 has been approved. These final vote totals in a current report on Form 8K to be filed with the SEC within four business days of this meeting.

Jim Eccher, Chairman

Thank you, Melissa. There being no further business to come before the meeting, the 2026 Annual Meeting of Stockholders of Old Second Bancorp, Inc. Jim, I'm referring now to the slides that are available on our website.

Brad Adams, CFO

2025 was another successful year for Old Second, and 2026 is off to a very good start. We're just under $7 billion in assets now and have 55 branches in and around the Chicago metropolitan area. We're the fourth largest bank headquartered by deposit size in the Chicago MSA and have leading market share in all the counties that we operate in. Our biggest differentiator is our overall profitability. I'd say that we are probably a top decile performer in terms of profitability and overall cost of deposits with an industry-leading net interest margin in excess of 5% as we stand here today. You can see our financial performance over the last three years. We are running kind of in the mid-ones in terms of an ROA and in the mid-teens in terms of return on tangible common equity. Very strong performance metrics with managed credit quality. As I mentioned earlier, our overall cost of deposit is around 1.05%, and we are very well mixed in terms of a retail-funded balance sheet. We have ample balance sheet flexibility as we move forward today in a rather uncertain economic environment with a good loan-to-deposit ratio and very high capital levels. Our most recent performance metrics indicate a core ROA, excluding certain items you can read more about in our financial statements around the one and a half range and a core ROATCE in the mid-teens. Our efficiency ratio, the measure of how much revenue we generate per dollar expenses is at a very strong 52%. That concludes my remarks and thank you all for your attendance today.

Jim Eccher, Chairman

Thank you, Brad. Now we would like to open things up for stockholder questions. Please note we will attempt to answer as many questions as time allows in accordance with the annual meeting's rules of conduct, which are pertinent to the company and the meeting matters. Any questions that we do not get to, thank you for your interest in an old second.

Operator

The meeting has now concluded. Thank you for joining and have a pleasant day.