PBCO Financial : Proxy (Opens in a new Window)

1528 Biddle Road

Medford, Oregon 97504

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held April 26, 2023

TO OUR SHAREHOLDERS:

The annual meeting of the shareholders of PBCO Financial Corporation (the "Company"), the bank holding company for People's Bank of Commerce, will be held at Rogue Valley Country Club, 2660 Hillcrest Road, Medford, Oregon at 2:00 p.m. on Wednesday, April 26, 2023. At the meeting, shareholders will act on the following matters:

1. Election of ten directors to serve one-year terms until the 2024 annual meeting and until their successors have been elected and qualified:

•	Roy G. Vinyard	• William C. St. Laurent	•	R. Bryan Webber
• Kenneth D. Trautman, Jr.	•	Kurt Kaufman	•	Benjamin Mackovak
•	Robert W. Mayers	•	James E. Teece	•	Kerry Johnson

1. • Julia B. Beattie

2. Ratify the appointment of the Bank's independent public accountants, and
3. Transaction of such other business as may properly come before the meeting or any adjournments thereof.

These matters are more fully described in the Proxy Statement, which follows. Only holders of shares of PBCO Financial Corporation common stock at the close of business on March 3, 2023, will be entitled to notice of, and to vote at, this annual meeting, and any and all adjournments thereof.

All shareholders will receive a proxy notice in the mail or by email if you have elected that option with a broker. Whether you plan to attend the shareholders' meeting or not, your vote is important. Please vote your shares online, by telephone or by mail today.

Sincerely yours,

Roy G. Vinyard	Kenneth D. Trautman, Jr.
Chairman of the Board	Chief Executive Officer

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1528 Biddle Road

Medford, Oregon 97504

PROXY STATEMENT

For the Annual Meeting of Shareholders to be held

April 26, 2023

This proxy statement contains information related to the annual meeting of the shareholders of PBCO Financial Corporation ("Company"), the bank holding company for People's Bank of Commerce, to be held on Wednesday, April 26, 2023, beginning at 2:00 p.m. Pacific Time. The 2022 Annual Report to Shareholders ("Annual Report") accompanies this proxy statement. The proxy materials are first being mailed to shareholders on or about March 17, 2023.

We have prepared and made available this proxy statement to provide you with important information about the business to take place at the meeting. We are providing this information so that you will be fully informed when you vote your shares.

If you owned shares of common stock of record as of March 3, 2023, you may vote at the annual meeting and any adjournments or postponements of it. To have a quorum to conduct business, there must be a majority of the outstanding shares represented at the meeting, in person or by proxy. An abstention from a given matter will not affect the presence of the shares as to determination of a quorum.

The Board of Directors is soliciting proxies to be used at the meeting. You do not need to attend the meeting to vote your shares. Instead, you may simply vote your shares online, by telephone or by mail as instructed on the proxy notice received from the Company or from your broker. You may still attend the meeting even if you have submitted a revocable proxy.

The cost of this proxy solicitation will be borne by the Company. The Company does not expect to pay any compensation for the solicitation of proxies but may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses in sending proxy material to principals and obtaining their proxies. In addition to solicitation of proxies by mail, telephone and email, the Company may also use its directors, officers, and regular employees to solicit proxies from shareholders, either in person or by telephone, electronically, or mail, without extra compensation.

PBCO Financial Corporation expects to first make this Proxy Statement, accompanying Form of Proxy, Notice of Annual Meeting of Shareholders and Annual Financial Report available to shareholders on or about March 17, 2023.

Please follow the instructions on the proxy notice to vote your shares, even if you plan to attend the meeting.

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VOTING AT THE MEETING

What is the purpose of the annual meeting?

At the Company's annual meeting, shareholders will be asked to (1) consider and vote upon a proposal to elect ten (10) persons to the Board of Directors of the Company to serve until the 2024 Annual Meeting of Shareholders and until their successors have been elected and have qualified, (2) ratify the appointment of the Company's independent public accountants, and (3) transact other business that properly comes before the meeting. In addition, the Company's management will report on its performance during the year ended December 31, 2022, current operations and trends, and respond to questions from shareholders.

Who is entitled to vote?

Only shareholders of record at the close of business on March 3, 2023 (the "Record Date"), are entitled to receive notice of the annual meeting and to vote shares held on that date at the meeting, or any postponement or adjournment of the meeting.

Who can attend the meeting?

All shareholders as of the Record Date, or their duly appointed proxies, may attend the meeting and any adjournments or postponements of it.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum, permitting the Company to conduct its business. If you come to the meeting or submit a proxy, but you abstain from voting on a given matter, we will still count your shares as present for determining a quorum. As of March 3, 2023, the Company had 5,325,035 shares of common stock outstanding. Proxies received but marked as abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the meeting.

Voting by proxy

You do not have to attend the meeting. You may vote your shares by revocable proxy if you wish. The Company, or your broker, mailed you a proxy notice with instructions on how to view proxy materials online or request a copy by mail. The notice also contains a control number and instructions for voting. Have your proxy notice with you when you vote by any of the following methods:

• Vote online at www.proxyvote.com or
• Vote by telephone at 1-800-690-6903 or
• Vote by mail by requesting a paper copy of the proxy materials which includes a proxy card and instructions.

You MAY NOTuse your notice to vote.

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You may vote your shares, following the instructions on the proxy notice, to indicate your vote on the matters presented at the meeting. The individuals whose names appear on the proxy will vote your shares as you instruct.

If you submit a revocable proxy with no instructions, the named proxy holders will vote your shares in favor of the Board's nominees for directors, and in favor of the ratification of the appointment of the independent auditors. If you submit a proxy with no instructions, it will have no effect on the adjournment proposal. In addition, the named proxy holders will vote in their discretion on such other matters that may be considered at the shareholders meeting. The Board of Directors has named Roy G. Vinyard and William C. St. Laurent, the proxy holders, to vote the proxies being solicited by the Board of Directors. Their names appear on the revocable proxy accompanying this proxy statement. You may name another person to act as your proxy if you wish, but it is not necessary to do so.

Revoking a proxy

You may revoke your proxy at any time before the vote is taken at the meeting. If you are a registered shareholder, you may revoke your proxy by submitting a revocable proxy bearing a later date or by notifying Lindsey Trautman, Corporate Secretary of PBCO Financial Corporation, personally, in writing, or by mail, of your wish to revoke your proxy. You may also revoke your proxy by oral request if you are present at the meeting. If your shares are held by a Bank, broker or other nominee holder (in "street name") you may not change your vote or revoke your proxy at the meeting. You will need to contact the nominee holder of your shares to revoke your proxy or change your vote.

You may still attend the meeting even if you have submitted a revocable proxy. You should be aware that simply attending the meeting will not, of itself, revoke a proxy.

How can I access the proxy materials if I did not receive them by mail?

If you are a shareholder who received an e-mail directing you to the proxy materials: You may access the proxy materials and voting instructions over the Internet via the web address provided in the e-mail.In order to access these materials and vote, you will need the control number provided in the e-mail.

How can I receive my proxy materials by e-mail in the future?

Instead of receiving future paper copies of the Notice or the Company's proxy materials by mail, you can elect to receive an e-mail with links to these documents, your control number, and instructions for voting over the Internet. Opting to receive your proxy materials by e-mail will save the cost of producing and mailing documents to you and will also help conserve environmental resources. Your e- mail address will be kept separate from any other Company operations and will be used for no other purpose except as you may authorize separately.

If the Company mailed you a Notice or a printed copy of its Proxy Statement and annual report and you would like to sign up to receive these materials by e-mail in the future, you can choose this option by:

• following the instructions provided on your proxy card or voting instruction form if you received a paper copy of the proxy materials;
• following the instructions provided when you vote over the Internet; or

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