EXHIBIT 99.2
PROXY
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| RETURN IN ENCLOSED ENVELOPE |
MIDWEST BANCSHARES, INC.
Proxy for Special Meeting
May 14, 2014
The undersigned Shareholder(s) of Midwest Bancshares, Inc., Wellston, Ohio, does hereby nominate, constitute and appoint Richard H. Billman II, Lawrence A. Heiser and Anthony S. Thorne as Proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and to vote as designated below, all the shares of stock of Midwest Bancshares, Inc. held of record by the undersigned on March 31, 2014, at the Special Meeting of Shareholders to be held on May 14, 2014, or any adjournment thereof.
Proposal #1. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”) by and among Midwest Bancshares, Inc. and Peoples Bancorp, Inc. dated as of January 21, 2014, and approve the transactions contemplated by the Merger Agreement, specifically including the merger of Midwest Bancshares, Inc. with and into Peoples Bancorp, Inc. and the subsequent merger of First National Bank of Wellston with and into Peoples Bank, N.A.
o For o Against o Abstain
Proposal #2. To grant discretionary authority to adjourn the special meeting on one or more occasions, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting, or any adjournment or postponement of that meeting, to approve the Merger and the Merger Agreement.
o For o Against o Abstain
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| The Board of Directors recommends a vote “FOR” both proposals |
This Proxy confers authority to vote “FOR” each matter listed above unless “AGAINST” or “ABSTAIN” is indicated and the Proxy has been duly executed. If any other business is properly presented at the meeting, this Proxy shall be voted according to the discretion of the Proxies.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
Dated __________________, 2014
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| INSERT STICKER WITH SHAREHOLDER INFORMATION | | |
| | Signature of Shareholder |
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| | Signature of Joint Shareholder, if any |
| | | When signing as attorney, executor, administrator, trustee or guardian, please give full title. If more than one trustee, all should sign. |
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If your address has changed, please correct the address in the space provided below and return this portion with the proxy in the envelope provided.
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Midwest Bancshares, Inc., P.O. Box 188, Wellston, Ohio 45692
