PLUMAS BANCORP

The Board has fixed March 19, 2024 as the record date for purposes of determining the shareholders entitled to notice of, and to vote at, the Meeting. On March 19, 2024, there were 5,894,395 shares of the Company’s common stock issued and outstanding. Each holder of the Company’s common stock will be entitled to one vote for each share of the Company’s common stock held of record on the Company’s books as of the record date. There is no cumulative voting in the election of directors.

Under New York Stock Exchange (“NYSE”) Rule 452, brokers are entitled to vote shares held by them for their customers on matters deemed “routine” under applicable rules, even though the brokers have not received voting instructions from their customers. Although Plumas Bancorp common stock is listed on the Nasdaq Stock Market, Rule 452 affects the Company because most of the common shares held in “street name” are held with NYSE member-brokers. The ratification of the Board’s selection of the independent auditors currently qualifies as a “routine” matter. Your broker, therefore, may vote your shares in its discretion on that routine matter if you do not instruct your broker how to vote on them. Your broker is prohibited from voting your shares on non-routine matters unless you have given voting instructions on that matter to your broker. The election of directors is a non-routine matter under Rule 452. Therefore, if you do not give voting instructions with respect to the election of directors your broker will return a proxy card to the Company without voting on this non-routine matter, which is referred to as a “broker non-vote” or sometimes referred to as “uninstructed shares.”

The nine nominees for director receiving the most votes will be elected. Therefore, shares voted “withhold” or “abstain” and broker non-votes will have no impact on the outcome of the election of directors.

Proposal 2, to ratify the appointment of the Company’s auditors, requires the approval of a majority of the shares represented and voting at the Meeting, with affirmative votes constituting at least a majority of the required quorum. Therefore, shares voted “withhold,” “abstain,” and broker non-votes, if any, will have no impact on the outcome of Proposal 2 assuming that the affirmative votes constitute at least a majority of the required quorum.