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SOUTHERN MISSOURI BANCORP INC

For the period ended Oct 28, 2024. Filed Sep 23, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 28, 2024 · Filed Sep 23, 2024

SMBC$70.46-0.3%Stored close · as of Nov 6, 2026
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Contents

Voting

We have fixed September 6, 2024, as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Annual Meeting, and any and all adjournments or postponements thereof. Only shareholders of record as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. The total number of shares of Southern Missouri Bancorp common stock outstanding on the Record Date was 11,277,737. These are the only securities of the Company entitled to vote at the Annual Meeting.

You are entitled to cast one vote for each share of Southern Missouri Bancorp common stock held on the Record Date; provided, however, that under Section 3.2 of our articles of incorporation, any person who beneficially owns in excess of 10% of the outstanding shares of Southern Missouri common stock may not vote the excess shares without the prior approval of a majority of the Whole Board (defined as the total number of directors we would have if there were no vacancies on the Board of Directors). In order for any proposals considered at the Annual Meeting to be approved by shareholders, a quorum must be present. The holders of a majority of the outstanding shares of Southern Missouri common stock entitled to vote, present or represented by proxy at the Annual Meeting, will constitute a quorum. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting. Directors will be elected by a majority of the shares entitled to vote thereon and represented in person or by proxy at the Annual Meeting. This means that the number of votes cast “For” election of a nominee must exceed the number of votes cast “Against” that nominee and as “Abstain” with respect to that nominee in order for the nominee to be elected. Abstentions will have the same effect as a vote “Against” a nominee and broker non-votes will have no effect on the vote with respect to a nominee. The approvals of the Say on Pay Vote, the approval of the 2024 Omnibus Incentive Plan and the Independent Auditor Proposal each require the affirmative vote of a majority of the shares entitled to vote thereon and represented in person or by proxy at the Annual Meeting. With regard to the Frequency of the Vote on Say on Pay proposal, the choice receiving the greatest number of votes – one year, two years or three years – will be the frequency shareholders will be deemed to have approved.

With regard to the Say on Pay Vote, the approval of the 2024 Omnibus Incentive Plan and the Independent Auditor Proposal, stockholders may vote for or against these proposals or abstain from voting on these proposals. In determining the percentage of shares that have been affirmatively voted on the Say on Pay Vote, the approval of the 2024 Omnibus Incentive Plan and the Independent Auditor Proposal, the affirmative votes will be measured against the votes “Against” with respect to each proposal. Thus, abstentions and broker non-votes will have no effect on

these proposals. With regard to the Frequency of the Vote on Say on Pay proposal, shareholders may vote for a frequency of one year, two years or three years or abstain from voting on this proposal, abstentions and broker non-votes will have no effect on the frequency of the vote on Say on Pay proposal. The outcome of the Say on Pay Vote and the Frequency of the Vote on Say on Pay proposal is not binding on the Board of Directors.

All shares of Southern Missouri common stock represented at the Annual Meeting by proxies solicited hereunder will be voted in accordance with the specifications made by the shareholders executing the proxies. If a properly executed and unrevoked proxy solicited hereunder does not specify how the shares represented thereby are to be voted, the shares will be votedFOR the election as directors of the persons named in this proxy statement,FOR the Say on Pay Vote,FOR the Frequency of the Vote on Say on Pay proposal to be voted on every year,FOR the approval of the 2024 Omnibus Incentive Plan andFOR the Independent Auditor Proposal, and in accordance with the discretion of the persons appointed proxy for the shares upon any other matters as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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