Exhibit 99.1
REVOCABLE PROXY
FIRST CAPITAL BANCSHARES, INC.
SPECIAL MEETING OF SHAREHOLDERS
__________________, _______
The undersigned hereby appoints the official proxy committee, consisting of the Board of Directors of First Capital Bancshares, 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 which the undersigned is entitled to vote at the Special Meeting of Shareholders (“Special Meeting”) to be held at ___________________________________, on ________________, at ______:______ _____.m., local time. The official proxy committee is authorized to cast all votes to which the undersigned is entitled as follows:
| | | FOR | | AGAINST | | ABSTAIN |
| 1. | Adoption and approval of the Agreement and Plan of Merger dated as of October 9, 2012, by and between LCNB Corp. and First Capital Bancshares, Inc.; | o | | o | | o |
| | | FOR | | AGAINST | | ABSTAIN |
| 2. | Approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Agreement and Plan of Merger; and | o | | o | | o |
such other business as may properly come before the Special Meeting.
The Board of Directors recommends a vote “FOR” each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS SET FORTH ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL 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 SPECIAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Special Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Special 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 Special Meeting of Shareholders, or by the filing of a later proxy prior to a vote being taken on a particular proposal at the Special Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of this proxy of Notice of the Special Meeting and a Proxy Statement/Prospectus dated ________________, _________.
| Dated: | | | o | Check Box if You Plan to Attend Special 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 as your name appears on this card. Only one shareholder needs to sign in the case of joint ownership. When signing as attorney, executor, administrator, trustee or guardian, please give your full title.
PLEASE COMPLETE AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
