First Ottawa Bancshares : April 7, 2023 – 2023 Proxy Statement

April 7, 2023

Dear Fellow Stockholder:

The annual meeting of stockholders of First Ottawa Bancshares, Inc. will be held at the offices of First Ottawa Bancshares, Inc., located at 701 LaSalle Street, Ottawa, Illinois 61350, on Wednesday, May 17, 2023 at 3:00 p.m., local time.

The annual meeting will be held for the purposes of electing three persons to serve as Class III directors and transacting such other business as may properly come before the meeting. We recommend that you vote your shares "FOR" the director nominees.

Please read the enclosed proxy statement and then complete, sign and date the enclosed proxy form and return it in the accompanying postage-paid return envelope as promptly as possible. This will save us additional expense in soliciting proxies and will ensure that your shares are represented at the annual meeting.

The 2022 annual report to stockholders, including financial statements, is furnished with the enclosed notice of meeting and proxy statement.

Sincerely,

STEVEN M. GONZALO

CEO and President

First Ottawa Bancshares, Inc.

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NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 17, 2023

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of First Ottawa Bancshares, Inc. will be held at our offices located at 701 LaSalle Street, Ottawa, Illinois 61350, on Wednesday, May 17, 2023 at 3:00 p.m., local time, for the following purposes:

1. to elect three Class III directors for a term of three years; and
2. to transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the meeting.

Only stockholders of record at the close of business on March 20, 2023 will be entitled to notice of, and to vote at, the annual meeting. If there is an insufficient number of votes for a quorum, the meeting may be adjourned or postponed to permit First Ottawa to continue to solicit proxies.

By order of the board of directors,

Vincent G. Easi

Corporate Secretary

Ottawa, Illinois

April 7, 2023

PLEASE COMPLETE, SIGN, AND DATE THE PROXY FORM FOR THE ANNUAL MEETING AND PROMPTLY RETURN IT IN THE ENCLOSED, PRE-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

FIRST OTTAWA BANCSHARES, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 17, 2023

This proxy statement is furnished in connection with the solicitation of proxies on behalf of the board of directors of First Ottawa Bancshares, Inc. to be used at the annual meeting of stockholders to be held on May 17, 2023, and at any adjournments or postponements of the meeting. First Ottawa Bancshares, Inc., a Delaware corporation, is the holding company for American Commercial Bank & Trust, National Association, a national banking association located in Ottawa, Illinois. This proxy statement is first being mailed to First Ottawa's stockholders on or about April 7, 2023. As used in this proxy statement, unless the context indicates otherwise, the terms "First Ottawa," "we," "us" and "our" refer to First Ottawa Bancshares, Inc. and its consolidated subsidiaries, and the term "Bank" refers to American Commercial Bank & Trust, National Association.

The following information regarding the meeting and the voting process is presented in a question and answer format.

1. Why am I receiving this proxy statement and proxy form?

1. You are receiving a proxy statement and proxy form from us because on March 20, 2023, you owned shares of First Ottawa
   common stock. This proxy statement describes the matters that will be presented for consideration by the stockholders at the
   annual meeting. It also gives you information concerning these matters to assist you in making an informed decision.
   When you sign the enclosed proxy form, you appoint the proxy holders as your representatives at the meeting. The proxy holders will vote your shares as you have instructed in the proxy form, which ensures that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy form in advance of the meeting just in case your plans change.
   If you have signed and returned the proxy form and an issue comes up for a vote at the meeting that is not identified on the form, the proxy holders will vote your shares, pursuant

to your proxy, in accordance with their judgment.

Q. What matters will be voted on at the meeting?

1. You are being asked to vote on the election of three Class III directors for a term expiring in 2026.

1. How do I vote?

1. You may vote either by mail, online or in person at the meeting. To vote by mail, complete and sign the enclosed proxy form and mail it in the enclosed pre-addressed envelope. No postage is required if mailed in the United States. If you mark your proxy form to indicate how you want your shares voted, your shares will be voted as you instruct.
   If you sign, date and return your proxy form but do not mark the form to provide voting instructions, the shares represented by your proxy form will be voted "for" the nominees named in this proxy statement.
   To vote online, please follow the instructions contained on your proxy card.

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If you want to vote in person, please come to the meeting. We will distribute written ballots to any stockholder who wants to vote at the meeting. Please note, however, that if your shares are held in the name of your broker or other fiduciary (or in what is usually referred to as "street name"), you will need to arrange to obtain a "legal proxy" from your broker or other fiduciary in order to vote in person at the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy form in advance of the meeting just in case your plans change.

1. What does it mean if I receive more than one proxy form?

1. It means that you have multiple holdings reflected in our stock transfer records or in
   accounts with stockbrokers. Please complete, sign, date and return ALL proxy forms to ensure that all of your shares are voted.

1. If I hold shares in the name of a broker or other fiduciary, who votes my shares?

1. If your shares are held in the name of your broker or other fiduciary, your broker or other fiduciary should have given you instructions for directing how they should vote your shares. It will then be their responsibility to vote your shares for you in the manner you direct. If you want to vote in person at the meeting, you will need to arrange to obtain a
   "legal proxy" from your broker or other fiduciary in order to vote in person at the meeting.
   We encourage you to provide directions to your broker or other fiduciary as to how you want your shares voted on the matters to be brought before the meeting. You should do this by carefully following the instructions your broker or other fiduciary gives you concerning its procedures. This ensures that your shares will be voted at the meeting.

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1. What if I change my mind after I return my proxy?

1. If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

• signing another proxy with a later date and returning that proxy to:

Continental Stock Transfer &

Trust Company

1 State Street

Floor 30

New York City, NY, 10275-0741;

• sending notice to us at the address above that you are revoking your proxy; or
• voting in person at the meeting.

If you hold your shares in the name of your broker or other fiduciary and desire to revoke your proxy, you will need to contact your broker or other fiduciary directly.

1. How many votes do we need to hold the annual meeting?

1. A majority of the shares that are outstanding and entitled to vote as of the record date must be present in person or by proxy at the meeting in order to hold the meeting and conduct business.
   Shares are counted as present at the meeting if the stockholder either:
2. • is present in person at the meeting; or
   • has properly submitted a signed proxy form or other proxy.

On March 20, 2023, the record date, there were 901,227 shares of common stock issued and outstanding that are entitled to vote.

1. What happens if a nominee is unable to stand for election?

1. The board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. If the board designates a substitute nominee, shares represented by proxies may be voted for a substitute nominee. You cannot vote for more than three nominees. The board has no reason to believe the nominees listed in this proxy statement will be unable to stand for election.

1. How many votes may I cast?

1. Generally, you are entitled to cast one vote for each share of voting stock you owned on the record date. The proxy form included with this proxy statement indicates the number of shares owned by an account attributable to you.

1. How many votes are needed for approval of the directors?

1. The three individuals receiving the highest number of votes cast "for" their election will be elected as Class III directors of First Ottawa. All other matters must receive the affirmative vote of a majority of the shares present in person or by proxy at the meeting and entitled to vote.
   Broker non-votes will not be counted as entitled to vote. Abstentions and broker non- votes will not have an effect on the election of directors. Broker non-votes will not have an effect on or any other matter properly brought before the meeting, but abstentions will have the effect of a vote against any other matter properly brought before the meeting. We will announce voting results at the meeting.

1. Who bears the cost of soliciting proxies?

1. We will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors or employees of First Ottawa or its subsidiary may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for

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soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

Q. Is First Ottawa subject to corporate governance reforms applicable to publicly traded companies?

1. Regulators and the investment public have placed an increased emphasis on corporate governance and the manner in which boards of directors oversee companies. Because our common stock is not traded on a national securities exchange, we are not required to comply with many of the rules and regulations that are imposed on larger, publicly traded companies.
   Moreover, banking regulators focus on the issue of corporate governance and have either implemented rules or issued guidance that affect many financial institutions. The banking industry has always been subject to a greater degree of scrutiny than non-public companies in unregulated industries.
   We have long believed that many of the governing principles that are imposed on public reporting companies through rules and regulations are important. For this reason, and to the extent that we did not already have them in place, we have voluntarily incorporated many of them into the practices and policies of our board and executive management. For many years a significant portion of our board has been comprised of independent, outside directors. These independent directors help to oversee the different functions of our organization, and we adopted policies to guard against conflicts of interest with our directors. We believe that strong corporate governance directly benefits stockholders and customers because they can have more confidence that First Ottawa is being managed appropriately.