Mercantile Bank Corporation ($MBWM)

Good morning, and welcome to Mercantile Bank Corporation's Annual Meeting of Shareholders. I am Ray Reitsma, President and Chief Executive Officer of Mercantile. Today's virtual-only meeting is a live webcast. We believe in engaging with our shareholders, and it is our hope that this virtual meeting will maximize the participation of shareholders regardless of their location. Thank you very much for participating in our virtual meeting today, and please note that this meeting is being recorded. I would like to call the formal portion of this meeting to order. Rules of conduct. I'd like to draw your attention to the rules of conduct set forth for this meeting. The rules of conduct for this meeting are available in the Resources section of the webinar, which you can access by selecting the resources button located in the Zoom toolbar at the bottom of your screen. Shareholder ability to comment or ask questions is available in the Q&A section of the toolbar at the bottom of your screen. The Board of Directors has appointed Amy Kam and Scott Setlock to serve as inspectors for this meeting. I would like to ask Mr. Setlock to also serve as the Secretary of the meeting. Mr. Setlock is Executive Vice President and Chief Operating Officer of Mercantile Bank Corporation and Mercantile Bank. Ms. Kam is First Vice President and Executive Operations Manager. I would now like to introduce our directors who are present today on the webcast. Michael S. Davenport, Michelle L. Eldridge, Joseph D. Jones, Richard D. McDonald, Michael H. Price, David B. Ramaker; Raymond E. Reitsma, Nelson F. Sanchez, Sarah A. Schmidt, Stephen J. Schwhoffer, Amy L. Sparks and Shoran R. Williams. I would also like to introduce Robert Bondi of Plante Moran, PLLC, our accounting firm; and Brad Wyatt of Greenberg Traurig LLP, our legal counsel. Mr. Bondi has been given an opportunity to make a statement if he would like. At the end of the meeting, Mr. Bondi and Mr. Wyatt would be available to answer questions. Michelle Eldridge and Shoran Williams are serving as proxies for the shareholders who voted by proxy. The Board of Directors set the close of business on March 27, 2026, as the record date for this meeting. A list of shareholders as of the record date is available to view upon request by any Mercantile shareholder. If you wish to review the list, please send an e-mail to [email protected], and you will be connected to arrange of time to view the list. I've been advised by the inspectors that 13,455,442 of the 17,274,899 shares that are entitled to vote are present by proxy. Since the majority of the shares are represented, a quorum is present and the meeting may proceed. A notice of this meeting was sent to each shareholder. Copies of the notice, proxy statement and annual report are available on our website on the Investor Relations page of the website. The minutes of the 2025 Annual Meeting of Mercantile Shareholders were made available in the Resources section of this webinar, which you can access by selecting the resources button located in the Zoom tool at the bottom of your screen. I would accept the motion approving the minutes. I would suggest that one of the proxies make the motion.

My name is Michelle Eldridge. I move that the minutes of the 2025 Annual Meeting of Mercantile shareholders be approved as presented to this meeting.

Is there a second for the motion?

My name is Shoran Williams. I second the motion.

We will now vote on the motion to approve the minutes. All in favor, please say aye.

Aye.

One of the proxies has spoken on behalf of the shareholders. The motion is carried. The minutes of the 2025 Annual Meeting of Mercantile shareholders are approved as presented to this meeting. Ms. Eldridge and Ms. Williams as proxies were among the persons voting for the motion. The first item of business is the election of 12 directors. Each will serve a 1-year term expiring at the 2027 Annual Meeting or until the election and due qualification of their successors. The proxy statement lists the 12 nominees proposed by our Board of Directors. In accordance with the bylaws of the company, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations closed. I would accept the motion regarding the election of the directors. I would suggest that one of the proxies make the motion.

I move that the following resolution be adopted. Resolved that Michael S. Davenport, Michelle L. Eldridge, Joseph D. Jones, Richard D. McDonald, Michael H. Price, David B. Ramaker, Raymond E. Reitsma, Nelson F. Sanchez, Sarah A. Schmidt, Stephen D. Schwhoff, Amy L. Sparks and Shoran R. Williams are hereby elected as directors of Mercantile Bank Corporation to serve 1-year terms expiring at the annual meeting in the year 2027 or upon the election and qualification of their successors.

Is there a second for the motion?

I second the motion.

Second item of business is the ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for 2026. I would accept the motion.

I move that the following resolution be adopted. Resolved that the appointment of Plante & Moran PLLC as Mercantile Bank Corporation's independent registered public accounting firm for 2026 is ratified.

Is there a second for the motion?

I second the motion.

The third item of business is an advisory vote to approve the compensation of our named executive officers as described in the proxy statement. I would accept the motion.

I move that the following resolution be adopted. Resolved that the shareholders approve on an advisory basis, the compensation of Mercantile Bank Corporation's executives as disclosed in the compensation discussion and analysis, the compensation tables and the related disclosures contained in the proxy statement.

Is there a second for the motion?

I second the motion.

With no further proposals before us, the polls are now open. The proxies have submitted their proxy votes to the inspectors on the motions. The polls are now closed. As a reminder, if you have any questions for either our legal counsel or our public accounting firm, please enter your question in the Q&A section on your screen. The votes have been counted. Regarding the election of directors, the inspectors report that more than 96.33% of the shares represented at the meeting have voted for each nominee. Accordingly, all 12 nominees have been elected directors of Mercantile to serve 1-year terms. The 1-year terms will expire at our annual meeting in the year 2027 or upon the election and due qualification of their successors. Regarding the motion to ratify the appointment of Plante Moran PLLC as our accounts for 2026, the inspectors report that a majority of the shares were voted for ratification. The preliminary tally shows 13,391,411 shares voted for ratification, 54,526 shares voted against ratification and 9,505 shares abstained from voting. Based on the vote, the appointment of Plante Moran PLLC has been ratified. Regarding the advisory vote on our named executive officers' compensation, the inspectors report that a majority of shares were voted for approval. The preliminary tally shows 10,460,125 shares voted for approving compensation, 323,243 shares voted against approval and 224,562 shares abstained from voting. Accordingly, the compensation of our executives has been approved on an advisory basis. The inspectors will furnish the secretary with a written report of the final count, and this will be made available online in the next few days. Our accountants and legal counsel are now available to answer questions. After the formal portion of the meeting, there will be a question-and-answer period when you may ask questions of our officers. Do we have any questions for our accountants or counsel? We do not. If there is no further business to come before the meeting, I would accept a motion for adjournment. Would one of the proxies make a motion?

I move that the meeting be adjourned.

I second the motion.

You've heard the motion to adjourn. One of the proxies may speak on behalf of the shareholders. All those in favor, please say aye.

Aye.

The motion is carried. The meeting is adjourned. There will now be a brief question-and-answer period with our executive officers. You may submit your questions by using the Q&A section on your screen. Please note that we will adhere to the rules of conduct in answering your questions. We have any, Amy? Okay. As there are no questions, the question-and-answer period is now concluded. Thank you for joining us for the meeting and for your interest in our company.