Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 15, 2021, Old National Bancorp ("Old National") held a Special Meeting of Shareholders (the "Special Meeting"). At the Special Meeting, the Old National shareholders voted upon the proposals set forth in a joint proxy statement/prospectus (the "Proxy Statement/Prospectus") prepared in connection with the Merger (as defined below), dated July 27, 2021, and filed with the U.S. Securities and Exchange Commission (the "SEC") on July 27, 2021:

As of July 21, 2021, the record date for the Special Meeting, there were 165,720,179 shares of Old National common stock issued and outstanding and eligible to be voted at the Special Meeting, and 127,987,890 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.

The results of the votes cast by shareholders are as follows:

Proposal 1: To adopt the Agreement and Plan of Merger, dated as of May 30, 2021 (the "Merger Agreement"), by and between Old National and First Midwest Bancorp, Inc. ("First Midwest"), as such agreement may be amended from time to time, pursuant to which First Midwest will merge with and into Old National, with Old National as the surviving corporation (the "Merger"), as more fully described in the Proxy Statement/Prospectus (the "Old National Merger Proposal");



Proposal 1:    The Old National Merger Proposal:


     For         Against     Abstain     Broker Non-Votes
 126,908,565     672,760     406,565           N/A

Proposal 2: To approve an amendment to the Fifth Amended and Restated Articles of Incorporation of Old National to effect an increase in the number of authorized shares of Old National's common stock from 300,000,000 to 600,000,000 (the "Old National Articles Amendment Proposal");



Proposal 2:    The Old National Articles Amendment Proposal:


     For         Against     Abstain     Broker Non-Votes
 125,306,326    2,128,212    553,352           N/A

Proposal 3: To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Old National Merger Proposal or the Old National Articles Amendment Proposal, or to ensure that any supplement or amendment to the Proxy Statement/Prospectus is timely provided to holders of Old National common stock (the "Adjournment Proposal"). Because the Old National Merger Proposal and the Old National Articles Amendment Proposal were approved, the Adjournment Proposal was withdrawn and not considered at the Special Meeting.

Completion of the Merger remains subject to regulatory approval by the Board of Governors of the Federal Reserve System and the satisfaction of the other customary closing conditions contained in the Merger Agreement. Assuming such conditions are satisfied, Old National currently expects to complete the Merger in the fourth quarter of 2021.








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