Exhibit 99.1
PRELIMINARY COPY—SUBJECT TO COMPLETION
UNITED COMMERCE BANCORP
SPECIAL MEETING OF SHAREHOLDERS
[ , 2013]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of United Commerce Bancorp, an Indiana corporation (“UCBN”) hereby appoints _______, ________, ________, and _________, and each of them acting singly, with full power of substitution in each, as proxies to cast all votes that the undersigned shareholder is entitled to cast at the special meeting of shareholders of UCBN, to be held at [ ] Bloomington (Indiana) Time, on [ , 2013], at [______________________], and at any adjournments or postponements thereof, as directed on the reverse side, with respect to the matters set forth on the reverse side and with discretionary authority on all other matters that may properly come before the meeting, as more fully described in the proxy statement received by the undersigned shareholder.
If no direction is made, the proxy will be voted “FOR” Item 1 and “FOR” Item 2.
The undersigned shareholder may revoke this proxy at any time before it is voted, as follows: (i) deliver either a written notice of revocation of the proxy or a duly executed proxy bearing a later date to Don A. Adams, Corporate Secretary, United Commerce Bancorp, 211 South College Avenue, Bloomington, Indiana 47404; or (ii) attend the special meeting and vote in person.
If you receive more than one proxy card, please sign and return all cards in the accompanying envelope.
(Continued and to be signed on the reverse side)
SPECIAL MEETING OF SHAREHOLDERS OF UNITED COMMERCE BANCORP
[ , 2013]
| 1. | To approve the Agreement and Plan of Reorganization, dated as of July 23, 2013, by and among German American Bancorp, Inc., and United Commerce Bancorp,and their respective bank subsidiaries (including the Plan of Merger included as Annex A thereto), and approve the transactions contemplated by the Agreement and Plan of Reorganization, including the merger of United Commerce Bancorpwith and into German American Bancorp, Inc. |
FOR ¨ AGAINST ¨ ABSTAIN ¨
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ITEM 1.
| 2. | To approve one or more adjournments of the special meeting (upon the motion of any shareholder of record entitled to vote thereon duly made and seconded) if necessary to permit further solicitation of proxies in favor of the proposed merger agreement (including plan of merger) and merger as described by Item 1 above. |
FOR ¨ AGAINST ¨ ABSTAIN ¨
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ITEM 2.
| 3. | The proxies are authorized to vote upon any other business that properly comes before the special meeting or any adjournment of the meeting, in accordance with the determination of a majority of the Board of Directors. |
Signature of Shareholder
Date:
Signature of Shareholder
Date:
Note: Please sign exactly as your name or names appear on this proxy. When shares of common stock are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
