PLEASE MARK VOTES AS IN THIS EXAMPLE ☒ | | 1. To approve and adopt the Agreement of Merger dated as of July 6, 2015, by and among Premier Financial Bancorp, Inc. (“Premier”), First National Bankshares Corporation (“First National”) and First National Acquisition, Inc., a wholly owned subsidiary of Premier (hereinafter the “Merger Agreement”) and the transactions contemplated thereby, pursuant to which First National will merge with the subsidiary of Premier, upon the terms and subject to the conditions set forth in the Merger Agreement, and shares of First National will be converted into the right to receive the Merger Consideration provided for in the Merger Agreement. | For ☐ | Against | Abstain ☐ |
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| | | 2. To approve, in a non-binding advisory vote, the compensation to be paid First National’s President, Matthew L. Burns, in the Merger. | | Against ☐ | Abstain ☐ |
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Special Meeting of Shareholders – ______________, 2015 Proxy Solicited on Behalf of the Board of Directors | | 3. To adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the matters to be considered by the shareholders at the meeting. | | Against | Abstain ☐ |
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| The undersigned hereby appoints ____________________ and _______________________, jointly and severally, proxies, with full power to act alone, and with full power of substitution, to represent the undersigned and to vote, as designated on the right side of this proxy and upon any and all other matters that may properly be brought before such meeting, all shares of common stock that the undersigned would be entitled to vote at the Special Meeting of Shareholders of First National Bankshares Corporation, to be held at the offices of First National Bankshares Corporation, One Cedar Street, Ronceverte, West Virginia 24970, on ________________, 2015 at _________ __.m., local time, or any adjournments thereof, for the following purposes: | | 4. In their discretion, the proxies are authorized to vote upon any other business that may properly come before the meeting, or any adjournment thereof. | |
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| Please be sure to sign and date this Proxy in the box below. | Date | | THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3 ABOVE. |
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| Shareholder sign above – Co-holder (if any) sign above | |
If signing as Attorney, Administrator, Executor, Guardian or Trustee, please add your title as such. PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY |
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.
