Common use of Shareholders of Record Clause in Contracts

Shareholders of Record. TriCo shareholders of record may vote by mail, telephone, via the Internet or by attending the TriCo special meeting and voting in person. If a TriCo shareholder chooses to vote by mail, he or she should simply mark the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. Internet and telephone voting is available until 11:59 p.m., Eastern Time, on Monday, May 28, 2018. If a TriCo shareholder’s shares of TriCo common stock are held through a bank, broker or other nominee, such TriCo shareholder is considered the beneficial owner of such shares held in “street name.” In such case, this joint proxy statement/prospectus has been forwarded by such TriCo shareholder’s bank, broker or other nominee, who is considered, with respect to such shares, the shareholder of record. As the beneficial owner, a TriCo shareholder has the right to direct such bank, broker or other nominee how to vote the shares by following the voting instructions that such bank, broker or other nominee has sent, or will send, to the TriCo shareholder. Without specific instructions from the TriCo shareholder, the bank, broker or other nominee is not empowered to vote a TriCo shareholder’s shares on non-routine matters such as the proposal to approve the TriCo merger proposal or the proposal of the TriCo board of directors to adjourn the TriCo special meeting, if necessary. Not voting these shares will have the same effect as a vote against the TriCo merger proposal but will have no effect on the proposal of the TriCo board of directors to adjourn the special meeting, if necessary. When the vote is tabulated for the proposals, broker non-votes, if any, will only be counted for purposes of determining whether a quorum is present. Accordingly, we advise each TriCo shareholder to promptly give instructions to his or her bank, broker or other nominee to vote “FOR” approval of the TriCo merger proposal and “FOR” the proposal to adjourn the TriCo special meeting, if necessary, by using the voting instruction card provided to such TriCo shareholder by his or her bank, broker or other nominee. Alternatively, if a TriCo shareholder is a beneficial owner and wishes to vote in person at the TriCo special meeting, the TriCo shareholder must provide a proxy executed in such TriCo shareholder’s favor by the bank, broker or other nominee.

Shareholders of Record. TriCo shareholders Shareholders of record may vote by mail, telephone, via the Internet or by attending the TriCo FNBB special meeting and voting in person. If a TriCo an FNBB shareholder chooses to vote by mail, he or she should simply mark the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. Internet and telephone voting is available until 11:59 p.m., Eastern Time, on Monday, May 28, 2018. If a TriCo an FNBB shareholder’s shares of TriCo FNBB common stock are held through a bank, broker or other nominee, such TriCo FNBB shareholder is considered the beneficial owner of such shares held in “street name.” In such case, this joint proxy statement/prospectus has been forwarded by such TriCo FNBB shareholder’s bank, broker or other nominee, who is considered, with respect to such shares, the shareholder of record. As the beneficial owner, a TriCo an FNBB shareholder has the right to direct such bank, broker or other nominee how to vote the shares by following the voting instructions that such bank, broker or other nominee has they have sent, or will send, to the TriCo FNBB shareholder. Without specific instructions from the TriCo FNBB shareholder, the bank, broker or other nominee is not empowered to vote a TriCo an FNBB shareholder’s shares on non-routine matters such as the proposal to approve the TriCo FNBB merger proposal, the proposal to approve, on an advisory (non-binding) basis, the compensation that may be payable to FNBB’s named executive officers in connection with the merger, or the proposal of the TriCo FNBB board of directors to adjourn the TriCo FNBB special meeting, if necessary. Not voting these shares will have the same effect as a vote of voting against the TriCo approval of the merger agreement and against approval of the advisory (non-binding) proposal regarding the compensation that may be payable to FNBB’s named executive officers in connection with the merger, but will not have no any effect on the proposal of the TriCo FNBB board of directors to adjourn the special meeting, if necessary. When the vote is tabulated for the proposals, broker non-votes, if any, will only be counted for purposes of determining whether a quorum is present. Accordingly, we advise each TriCo FNBB shareholder to promptly give instructions to his or her bank, broker or other nominee to vote “FOR” approval of the TriCo merger agreement, “FOR” the proposal to approve, on an advisory (non-binding) basis, the compensation that may be payable to FNBB’s named executive officers in connection with the merger, and “FOR” the proposal to adjourn the TriCo FNBB special meeting, if necessary, by using the voting instruction card provided to such TriCo FNBB shareholder by his or her bank, broker or other nominee. Alternatively, if a TriCo an FNBB shareholder is a beneficial owner and wishes to vote in person at the TriCo FNBB special meeting, the TriCo FNBB shareholder must provide a proxy executed in such TriCo FNBB shareholder’s favor by the bank, broker or other nominee.