Avidbank Holdings, Inc. ($AVBH)

Good morning, everyone, and thank you for being here, and welcome to our 2026 Annual Shareholders Meeting of Avidbank Holdings, and -- my name is Brian Polster, I serve as the lead independent Director of the Board of Directors of the bank. Also on behalf of the Board of Directors of our company, and I'm very pleased that you could be with us today here in-person for our meeting. I want to thank you all for all of your active participation, active interest and support very meaningful to the organization in total. Thank you for that. I also want to give a special welcome to any of the people attending virtually. I'd remind everyone that while in attendance virtually from -- or the formality of shareholder votes that you will not be able to change any of the votes that have been previously submitted, but for -- and normally be considered part of the quorum for legal or purposes. Shareholders participating via the audio conference call will not be able to vote or change any previously submitted votes, and no questions may be submitted through the audio conference call. It's my pleasure this morning to introduce the officers of the company and the banker present with us today. First of all, I'd like to introduce Mark Mordell, our Chief Executive Officer and Chairman of the Board; Pat Oakes, our Chief Financial Officer; Ms. Gina Thoma-Peterson, our Chief Operating Officer; Lisa our Chief Credit Officer; Benedict, our Chief of Staff; Victor Dimarco, our Chief Legal Officer; and [indiscernible] good to see you our Chief Revenue Officer. I'd like to acknowledge that the representatives of our Independent accounting firm Crowe, Mike Wengel, who is attending virtually; and Rick Anderson and Mandy Situ, who are here live with us. Thank you, guys. Our outside counsel is represented by Craig Miller of Manatt Phillips -- Phillips. And following our business presentation today, A representative of will be available for response to appropriate questions following the financial statement -- about the financial statements and other questions. Welcome, everybody. I'd like to now turn the meeting over to Mark Mordell, our Chairman.

Thank you, Brian. In addition to Brian Polster, we have several members of our Board that are attending either virtually or here in person. We have Chris Born, Jim Deutsch, Diane Flynn, Keith Jensen, Vinda Moris; Micronas Rob Scott and Mark It's now 10:03, and I'd like to call the meeting to order. If you've not already done so, please sign the attendance sheet now. As the inspector of election has been requested to determine the exact number of shares present at this meeting. We also have an agenda and blank ballot if you wish to vote during the meeting. In accordance with California Corporations Code, the Board has appointed Mr. Victor DeMarco, our Corporate Secretary, to serve as Inspector of Election for this meeting and any adjournments thereof and he has given his oath to faithfully execute his duties as inspector, right? Victor, may we have a report of inspector and confirmation of the presence of a quorum?

Yes. Thanks, Mark. In accordance with our bylaws, the Board has set the close of business on March 27, 2026, as the record date for determining eligibility of shareholders to receive notice of the annual meeting and to vote. I have a copy of the affidavit of mailing provided by our transfer agent, Trust Company, certifying that the notice of annual meeting is duly given and the access to obtain proxy materials, including the notice of meeting, proxy statement, proxy card and the annual report on Form 10-K, fiscal year ended December 31, 2025, along with a prepaid envelope are duly furnished or made available on or about April 7, 2026, to each shareholder of record as of the record date. Our transfer agent is also provided a list of shareholders as of record date. This list has been available at the principal executive office of the company for the 10 days prior to the date of this meeting and is available for inspection by any shareholder during this meeting. As of the record date, there were 10,955,167 shares of common stock outstanding and entitled to be voted at the meeting and no shares of preferred stock outstanding. The presence in-person or by proxy of a majority of the outstanding shares of common stock represented in voting at this annual meeting constitutes a quorum for the purpose of transacting the business at this meeting. Shareholders who returned proxies authorize each of the person's named therein to vote on the proposals before the annual meeting. We have present in-person or represented by proxy today, more than a majority of the company's outstanding common stock, and therefore, I hereby declare a quorum is present as required and this annual meeting is lawfully convened for the transaction of business properly before us. I will provide the exact count of shareholders present in person or by proxy and will submit a formal report in the certificate after the meeting.

Thank you, Victor. The affidavit of mailing, inspector's oath and shareholders will be filed with the minutes of this meeting. The Inspector of Election has certified that a quorum is present, so the annual meeting may proceed. We have two proposals to be considered and voted upon at this meeting: the election of 10 directors and the ratification of our independent registered public accounting firm. If you have previously voted or returned a proxy card and do not wish to change your vote, it is not necessary to vote today. Those of you who hold shares in your own name as record holder and have not yet submitted a proxy card or wish to change your vote, you may do so while I present the proposals. If you are voting today, please mark your ballot now. Please raise your hand if somebody has a ballot. John, do you have one? Those of you that hold your shares in the name of a third party, such as a broker, must have a legal proxy from the named shareholder, if you wish to change -- to vote your shares today. I now declare the polls open. The polls will stay open until I finish presenting all the proposals. The first proposal on our proxy statement is the election of 10 directors who will serve until the 2027 Annual Meeting and until their successors are duly elected and qualified or until their early resignation or renewal. Nominees receiving the highest number of votes up to the number of directors to be elected shall be elected. Withhold and broker nonvotes have no effect in this proposal. We have neither received any other nominations for director in accordance with the advanced notice provision in our bylaws, nor any notice from shareholders of his or her intention to vote cumulatively for this proposal. I therefore declare the nominations closed. Upon recommendation of our Governance and Nominating Committee, the Board nominated the following 10 persons to serve until the 2027 meeting of shareholders: Christopher Beyond, James Deutsch, Diane Flynn, Keith Jensen, Linda Morris, Brian Polster, Mike Rob Scott; Mark Visma and myself, Mark Mordell. Our Board recommends a vote for all nominees for directors. The second proposal before our shareholders is ratification of the appointment of Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Verification of this proposal requires the affirmation vote of the majority of shareholders of our common stock represented at the meeting and entitled to vote, which shares voting affirmatively also constitute a majority of the required forum. The Board recommends a vote for ratification of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. This concludes the proposals of our two items on the agenda. Does anyone need any more time to vote or have any questions relating to these complex matters? If you voted today by ballot or have a proxy to turn in, please bring your ballot or your proxy directly to the Inspector of Election or raise your hand and somebody here will collect your ballot. Since no shareholder notified us in advance of the intent to cumulative vote for Proposal 1, each share of common stock held of record as of the record date is entitled to 1 vote on all matters presented at this meeting. All shares of Avidbank Holdings Inc. common stock that are represented at this Annual Meeting of Shareholders by 1 or more proxies are hereby voted in accordance with the instructions that appear on such proxies regarding all proposals. If no instruction was provided on a proxy granted to the proxy holders to the extent the proxy holders have discretionary authority to vote such proxy, the shares represented by such proxy are hereby voted in favor of all proposals. Since there are no more votes coming, I hereby declare the polls closed for each matter voted on at this meeting. Will the inspector of elections report on the preliminary results of voting on the proposals considered at this meeting.

Yes. According to the preliminary results for proposal 1, each of the 10 director nominees has been duly elected to the Board of Directors for a 1-year term expiring as of the date of the annual meeting in 2027. Proposal 2, the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, has been ratified. I will prepare a certificate of my final tabulation for filing the proxies, ballots and special support and minutes of this meeting.

Thank you, Victor. This does conclude our formal business of the meeting. On behalf of the Board of Directors, I declare this Annual Meeting of Shareholders adjourned. We will file a Form 8-K with the Securities and Exchange Commission reporting the voting results for the proposals voted at today's meeting on or before Monday, May 25, 2026. So are there any questions related to this meeting? And this meeting is adjoined. Thank you very much.