TRUSTEE VOTING AGREEMENTTrustee Voting Agreement • November 25th, 2024 • Old National Bancorp /In/ • National commercial banks • Minnesota
Caroline S. Johnson, Francis M. Miley, and Daniel C. Reardon, solely in their respective capacities as trustees of the Otto Bremer Trust, a trust created under trust instrument dated May 22, 1944 (the “Trust Instrument”) and governed by the laws of Minnesota (the “Trust”) (in such capacities, the “Trustees”), and not in their respective individual capacities, hereby acknowledge that Bremer Financial Corporation, a Minnesota corporation (the “Company”), Old National Bancorp, an Indiana corporation (“Parent”), and ONB Merger Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger, dated as of the same date hereof (as amended or modified from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company as the surviving corporation (the “Surviving Corporation”) in such merger (the “Merger”) and, immediately following the
FORM OF DIRECTOR VOTING AGREEMENTDirector Voting Agreement • November 25th, 2024 • Old National Bancorp /In/ • National commercial banks • Indiana
The undersigned shareholder and director (the “Shareholder”) of Bremer Financial Corporation, a Minnesota corporation (the “Company”), in the Shareholder’s capacity as a shareholder of the Company, and not in his or her capacity as a director or officer of the Company, as applicable, hereby acknowledges that the Company, Old National Bancorp, an Indiana corporation (“Parent”), and ONB Merger Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger, dated as of the same date hereof (as amended or modified from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company as the surviving corporation (the “Surviving Corporation”) in such merger (the “Merger”) and, immediately following the Merger, the Surviving Corporation will merge with and into Parent, with Parent as the surviving corporation of such Merger (the “Secon
Forward ConfirmationForward Confirmation • November 25th, 2024 • Old National Bancorp /In/ • National commercial banks • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Old National Bancorp (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.
AGREEMENT AND PLAN OF MERGER by and among BREMER FINANCIAL CORPORATION, OLD NATIONAL BANCORP and ONB MERGER SUB, INC. Dated as of November 25, 2024Merger Agreement • November 25th, 2024 • Old National Bancorp /In/ • National commercial banks • Indiana
AGREEMENT AND PLAN OF MERGER, dated as of November 25, 2024 (this “Agreement”), by and among Bremer Financial Corporation, a Minnesota corporation (the “Company”), Old National Bancorp, an Indiana corporation (“Parent”) and ONB Merger Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
INVESTOR AGREEMENT Dated as of November 25, 2024Investor Agreement • November 25th, 2024 • Old National Bancorp /In/ • National commercial banks • Minnesota
INVESTOR AGREEMENT, dated as of November 25, 2024 (this “Agreement”), by and among Old National Bancorp, an Indiana corporation (“Parent”), and Caroline S. Johnson, Francis M. Miley, and Daniel C. Reardon, solely in their respective capacities as trustees (the “Trustees”) of the Otto Bremer Trust, a trust created under trust instrument dated May 22, 1944 (the “Trust Instrument”) and governed by the laws of Minnesota (the “Trust”) (in such capacities, the “Trustees”), and not in their respective individual capacities, shall be effective as of, and subject to, the closing of the Merger (the “Closing”).
OLD NATIONAL BANCORP (an Indiana corporation) 19,047,619 shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2024 • Old National Bancorp /In/ • National commercial banks • New York
Old National Bancorp, an Indiana corporation (the “Company”), and Citigroup Global Markets Inc. (in its capacity as seller of Borrowed Securities (as defined below), the “Forward Seller”), in connection with the letter agreement dated the date hereof (the “Initial Forward Sale Agreement”) between the Company and Citibank, N.A. (in such capacity, the “Forward Purchaser”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Initial Forward Sale Agreement) of a number of shares of its common stock, no par value per share (the “Common Stock”), initially equal to the number of Borrowed Initial Securities (as defined below) sold by the Forward Seller pursuant to this Underwriting Agreement (this “Agreement”), confirm their respective agreements with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substit
