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EXHIBIT 99.2
[PEOPLES LETTERHEAD]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ____________, 2000
To the Shareholders of Peoples Ltd.:
Notice is hereby given that a Special Meeting of Shareholders of
Peoples, Ltd., a Pennsylvania corporation, will be held at
______________________, on ________, 2000, at ___ local time, for the
following purposes:
1. To consider and vote upon a proposal to approve an Agreement
and Plan of Merger, dated as of June 22, 2000, between Peoples
Ltd. and Citizens & Northern Corporation, a Pennsylvania
corporation. A copy of this agreement is included as Annex A
to the accompanying proxy statement/prospectus. Pursuant to
this agreement, among other things, Peoples would be merged
with and into C&N, and the outstanding shares (other than
dissenting shares) of common stock of Peoples would be
converted into a combination of shares of the common stock of
C&N and the right to receive cash, together having an
aggregate value for all outstanding shares of $______;
2. To vote on the adjournment of the Peoples Ltd. special
meeting, if necessary, to permit further solicitation of
proxies if there are not sufficient votes at the time of the
meeting to approve and adopt the Agreement and Plan of Merger.
3. To transact any other business as may properly come before the
special meeting or any adjournments or postponements of the
meeting.
The Board of Directors of Peoples fixed ____________, 2000 as the
record date for the determination of shareholders entitled to notice of and
to vote at this special meeting and any adjournments or postponements of the
meeting.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU
OWN. EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS
EXERCISE. ANY SHAREHOLDER PRESENT AT THE SPECIAL MEETING OR AT ANY
ADJOURNMENTS OR POSTPONEMENTS, MAY REVOKE HIS OR HER PROXY AND VOTE
PERSONALLY ON EACH MATTER BROUGHT BEFORE THE SPECIAL MEETING.
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You may be entitled to assert dissenters' rights under Subchapter D
of Chapter 15 of the Pennsylvania Business Corporation Law in connection with
the proposed merger. These dissenter's rights may give you the opportunity to
receive the fair value of your shares of Peoples common stock in cash instead
of having your shares converted in the merger into a combination of C&N
common stock and the right to receive cash. In order to perfect your
dissenter's rights, specific procedures under Subchapter D of Chapter 15 of
the Pennsylvania Business Corporation Law, included as Annex D of the
enclosed proxy statement/prospectus, must be strictly followed.
By order of the Board of Directors,
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Secretary
Wyalusing, Pennsylvania
September __, 2000
THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR THE MERGER.
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
