CNB FINANCIAL CORPPA

The Board is asking our shareholders to amend the Corporation’s Articles of Incorporation to grant the Board the concurrent right to amend the Corporation’s Bylaws by the vote of a majority of the directors present and voting at a meeting at which a quorum is present; provided that any bylaw provision amended or adopted by the Board that adversely affects the rights of the shareholders must be ratified by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter prior to such amended or adopted bylaw provision taking effect; provided further that any bylaw provision amended or adopted by our shareholders may only be amended or repealed by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter; and provided further that any bylaw provision amended or adopted by the Board may be amended or repealed by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter.

Our Board is committed to strong and effective corporate governance and monitors regularly our corporate governance policies and practices and believes that amending our Articles of Incorporation to grant the Board the concurrent right to amend our Bylaws is in our best interests and in the best interests of our shareholders. Our Bylaws establish a number of fundamental corporate governance operating principles, including rules for meetings of directors and shareholders, election and duties of directors and officers and issuances of shares. Due to the Board’s fiduciary obligations to the Corporation and all of our shareholders, including institutional investors, both active and passive, and retail and individual investors, we believe that it is appropriate for the Board to have the ability to make appropriate amendments to our Bylaws. Amending our Articles of Incorporation to provide our Board with the power to amend our Bylaws will facilitate our ability to efficiently implement and adapt corporate policies and procedures as changing circumstances may necessitate, without having to incur the expense and delay of soliciting proxies and votes from our shareholders and holding a meeting of our shareholders. If this proposal is approved, the power that will be conferred upon the directors will not divest or limit the power of shareholders to adopt, amend or repeal our bylaws, and our Board will not have the power to amend or repeal a Bylaw provision that is adopted or amended by our shareholders.

After careful consideration, we believe that such action is in the best interests of our shareholders. We are proposing an amendment to Article 9 of our Articles of Incorporation to provide that our Bylaws may be amended by the vote of a majority of the directors present and voting at a meeting at which a quorum is present or by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter; provided that any bylaw provision amended or adopted by the Board that adversely affects the rights of the shareholders must be ratified by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter prior to such amended or adopted bylaw provision taking effect; provided further that any bylaw provision amended or adopted by our shareholders may only be amended or repealed by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter; and provided further that any bylaw provision amended or adopted by our Board may be amended or repealed by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter. A copy of the proposed amendment to our Articles of Incorporation is attached as Appendix A to this Proxy Statement and incorporated by reference into this proposal. Finally, the Board believes that this amendment better aligns our practices with those of the majority of public companies, including the Corporation’s peers, nearly all of which grant their board of directors the right to amend their bylaws.

If this proposal is approved, the Board intends to adopt an amendment to Section 8.08 of our Bylaws, which addresses the ability to make amendments, to conform to the similar provision of Article 9 of our Articles of Incorporation.

The affirmative vote of a majority of the votes cast by all shareholders entitled to vote on this proposal is required to approve this proposal. For purposes of the vote on this proposal, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.

The Board unanimously recommends that shareholders vote FOR the proposal.