EXHIBIT 99.3
EMCLAIRE FINANCIAL CORP.
612 MAIN STREET
EMLENTON, PENNSYLVANIA
SPECIAL MEETING OF STOCKHOLDERS
____________ __, 1998
The undersigned hereby appoints the Board of Directors of Emclaire
Financial Corp. ("Emclaire"), or its designee, with full powers of substitution,
to act as attorneys and proxies for the undersigned, to vote all shares of
capital stock of PSFC which the undersigned is entitled to vote at the Special
Meeting of Stockholders ("Meeting"), to be held at the
__________________________________________________________, Pennsylvania _____,
on ___________, 1998 at _:__ _.m. local time, and at any and all adjournments
thereof, as follows:
FOR AGAINST ABSTAIN
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1. To consider and vote upon a proposal to approve an
Agreement and Plan of Reorganization, dated April 7,
1998 (the "Reorganization Agreement") by and
between Emclaire and The Farmers National Bank of
Emlenton ("Farmers National"), and Peoples Savings
Financial Corporation ("PSFC"), a Pennsylvania
corporation and the holding company for Peoples
Savings Bank, a Pennsylvania chartered savings bank
("Peoples Bank") and Peoples. Pursuant to the
Reorganization Agreement, PSFC will be merged with
and into Emclaire, and as soon as practicable
thereafter, Peoples Bank will be merged with and into
Farmers National (together, the "Merger"). According
to the terms of the Reorganization Agreement,
shareholders of PSFC may elect, subject to certain
election and allocation procedures, to exchange their
shares of PSFC common stock for $26.00, payable in |_| |_| |_|
the aggregate form of 45% cash and 55% Emclaire
common stock.
The Board of Directors recommends a vote "FOR" the above listed
proposition.
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THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS SIGNED PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of PSFC at
the Meeting of the stockholder's decision to terminate this proxy, the power of
said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by notifying the Secretary of PSFC of his or her decision to
terminate this proxy.
The undersigned acknowledges receipt from PSFC prior to the execution
of this proxy of Notice of the Meeting, a Proxy Statement/Prospectus dated
__________, 1998, and an Election Form/Letter of Transmittal.
Please check here if you
Dated: , 1998 plan to attend the Meeting |_|
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
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.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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