Exhibit 99.1
REVOCABLE PROXY
OC FINANCIAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
, 2008
The undersigned hereby appoints the board of directors of OC Financial, Inc. (the “Company”), with full powers of substitution to act as attorneys and proxies for the undersigned to vote all shares of common stock of the Company that the undersigned is entitled to vote at the Annual Meeting of Shareholders (“Annual Meeting”) to be held at 6033 Perimeter Drive, Dublin, Ohio 43017, at .m., local time, on , 2008. The board of directors is authorized to cast all votes to which the undersigned is entitled as follows:
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| | | FOR | | AGAINST | | ABSTAIN |
1. The approval of the Agreement and Plan of Merger, dated as of April 2, 2008 between First Place Financial Corp. and OC Financial, Inc.; | | ¨ | | ¨ | | ¨ |
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| | | FOR | | WITHHOLD |
2. The election as directors of the nominees listed below (except as marked to the contrary below) for a three-year term: Robert W. Hughes Thomas H. Lagos Thomas J. Parliment INSTRUCTION: To withhold authority to vote for any individual nominee, mark “Withhold” and write that nominee’s name in the space provided below. | | ¨ | | ¨ |
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| | | FOR | | AGAINST | | ABSTAIN |
3. The ratification of the appointment of Beard Miller Company LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2008; | | ¨ | | ¨ | | ¨ |
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4. The approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve the Merger Agreement. | | ¨ | | ¨ | | ¨ |
The Board of Directors recommends a vote “FOR” each of the above-listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED FOR ONE OR MORE PROPOSAL, THIS PROXY, IF SIGNED, WILL BE VOTED FOR THE UNVOTED PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS
PROXY WILL BE VOTED BY THE MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Annual Meeting of the Shareholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of the Company at the address set forth on the Notice of Annual Meeting of Shareholders, or by the filing of a later dated proxy prior to a vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of this proxy of a Notice of Annual Meeting, audited financial statements and the attached proxy statement dated , 2008.
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| Dated: , 2008 | | | | ¨ Check Box if You Plan to Attend the Annual Meeting |
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| PRINT NAME OF SHAREHOLDER | | | | PRINT NAME OF SHAREHOLDER |
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| SIGNATURE OF SHAREHOLDER | | | | SIGNATURE OF SHAREHOLDER |
Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign.
Please complete, sign and date this proxy card and return it promptly
in the enclosed postage-prepaid envelope.
