UNIVERSAL PROXY CARD TC FINANCIAL HOLDINGS, INC.
2026 Annual Meeting of Shareholders Date & Time: May 20, 2026, at 2:00 p.m. C.S.T. Location: Town Center Bank, 1938 E. Lincoln Hwy #201, New Lenox, IL 60451 THIS PROXY IS SOLICITED ON BEHALF OF JOHN SMOLIC. THE BOARD OF DIRECTORS OF TC FINANCIAL CORP. INC. IS NOT SOLICITING THIS PROXY. John Smolic’s Proxy Materials may be found at www.tcnbshareholders.com
Annual Meeting of Shareholders of the Company to be held on May 20, 2026, at 2:00 p.m. Central Time at Town Center Bank, 1938 E. Lincoln Hwy #201, New Lenox, IL 60451, or any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting.
IMPORTANT VOTING INSTRUCTIONS There are two (2) board seats up for election. You may vote for up to TWO (2) directors in total. You may choose nominees from either John Smolic’s slate, the Company’s slate, or a combination of both. WARNING: If you mark a vote “FOR” with respect to more than two (2) nominees, your shares will NOT be voted with respect to Proposal 1 (Election of Directors).
PROPOSAL 1: ELECTION OF DIRECTORS
1A. Dissident Shareholder Nominees John Smolic recommends voting FOR the following Nominees. The Board recommends voting to WITHHOLD:
JOHN SMOLIC (59) ( ) For ( ) Withhold
JOHN JOYCE (61) ( ) For ( ) Withhold
1B. Company Nominees
John Smolic recommends voting to WITHHOLD. The Board recommends voting FOR.
JOSEPH PASCALE (68) ( ) For ( ) Withhold
THOMAS DILLON (71) ( ) For ( ) Withhold
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As discussed in further detail in the Company’s proxy statement, the Company’s Audit Committee is responsible for appointing the Company’s independent registered public accounting firm, and the Board has selected WIPFLI, LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2026. During 2025, WIPFLI served as the Company’s independent registered public accounting firm and also provided certain other services to the Company. JOHN SMOLIC MAKES NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTENDS TO VOTE HIS SHARES “FOR” THIS PROPOSAL. THE BOARD RECOMMENDS VOTING “FOR” THIS PROPOSAL.
RATIFICATION OF WIPFLI LLP ( ) For ( ) Against ( ) Abstain
PROPOSAL 3: OTHER BUSINESS Such other business as may properly come before the meeting or any adjournment thereof. JOHN SMOLIC RECOMMENDS VOTING AGAINST ANY UNKNOWN PROPOSALS.
TRANSACT OTHER BUSINESS ( ) For ( ) Against ( ) Abstain
AUTHORIZED SIGNATURES This section must be completed for your vote to be counted. Date and Sign Below. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.
NAME OF SHAREHOLDER OR PROXY:: __________________________________________________________________________
SIGNATURE 1: _______________________________________ SIGNATURE 2: _________________________________________
TITLE (IF APPLICABLE): _______________________________ SHARE CERTIFICATE # IF KNOWN: _______________________
DATE: ______________________________________
When signing as attorney, executor, administrator, trustee, guardian or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Leave a Reply