EXHIBIT 99.1
AMERICAN RIVER HOLDINGS
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON ______________, 2000
The undersigned holder of common stock acknowledges receipt of a copy
of the notice of annual meeting of shareholders of American River Holdings and
the accompanying joint proxy statement/prospectus dated ___________, 2000, and
revoking any proxy heretofore given, hereby constitutes and appoints Mitchell A.
Derenzo and David T. Taber, and each of them, with full power of substitution,
as attorneys and proxies to appear and vote all of the shares of common stock of
American River Holdings, a California corporation, outstanding in the name of
the undersigned which the undersigned could vote if personally present and
acting at the annual meeting of shareholders of American River Holdings, to be
held at the administrative office of American River Bank at 1545 River Park
Drive, Suite 107, Sacramento, California, on ______________, 2000, at ____:___
__.m. or at any postponements or adjournments thereof, upon the following items
as set forth in the notice of meeting and joint proxy statement/prospectus and
to vote according to their discretion on all matters which may be properly
presented for action at the meeting or any postponements or adjournments
thereof.
PLEASE NOTE THAT PROPOSAL 1 AND 2 MUST BOTH BE APPROVED TO PERMIT
CONSUMMATION OF THE MERGER, SUBJECT TO SATISFACTION OF CONDITIONS TO THE MERGER,
AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE
FOLLOWING ITEMS:
1. To consider and vote on a proposal to approve the Agreement and Plan
of Reorganization and Merger, dated as of March 1, 2000, among American River
Holdings, North Coast Bank, N.A. and ARH Interim National Bank, the Agreement of
Merger attached as exhibit A to the Agreement and Plan of Reorganization and
Merger, and the transactions contemplated by these agreements, including the
merger of North Coast Bank, N.A. into ARH Interim National Bank.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To approve the American River Holdings 2000 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve amendments to the American River Holdings articles of
incorporation and bylaws to provide for the classification of the board of
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
4. To approve amendments to the American River Holdings articles of
incorporation and bylaws to eliminate cumulative voting in the election of
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To elect as directors of American River Holdings management's
nominees set forth below who will be elected (a) to the class designated in the
accompanying joint proxy statement/prospectus dated ____________, 2000 provided
that Proposal No. 3 above is approved and (b) in the event Proposal No. 3 is not
approved, as directors without classification:
[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote
as marked to the contrary below): for all nominees listed below
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below:
James O. Burpo Wayne C. Matthews, M.D. Roger J. Taylor, D.D.S.
Charles D. Fite David T. Taber Stephen H. Waks
Sam J. Gallina Marjorie G. Taylor William L. Young
6. To ratify the appointment of Perry-Smith LLP as independent
accountants for the year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. In their discretion, to transact such other business as may properly
come before the annual meeting or any postponements or adjournments of the
annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, 4, 5
AND 6 SET FORTH ABOVE. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" PROPOSALS 1, 2, 3, 4,
5 AND 6 SET FORTH ABOVE.
<PAGE>
No. of Common Shares ______
SHAREHOLDER(S)
__________________________
__________________________
Date:_________________, 2000 Please date and sign exactly as your
name(s) appears. When signing as
attorney, executor, administrator,
trustee, or guardian, please give
full title. If more than one trustee,
all should sign. All joint owners
should sign. WHETHER OR NOT YOU PLAN
TO ATTEND THIS MEETING, PLEASE EITHER
DATE, SIGN AND RETURN THIS PROXY AS
PROMPTLY AS POSSIBLE IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
I/we do [ ] or do not [ ] expect
to attend this meeting.
THIS PROXY IS SOLICITED BY, AND ON BEHALF OF, THE
BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
