As filed with the Securities and Exchange Commission on August 2, 2018

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Old National Bancorp

(Exact name of registrant as specified in its charter)

ONE MAIN STREET, EVANSVILLE, INDIANA 47708, (812) 464-1294

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey L. Knight, Esq.

Executive Vice President,

Chief Legal Counsel and Corporate Secretary

Old National Bancorp

One Main Street

Evansville, Indiana 47708

(812) 464-1294

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon the satisfaction or waiver of all other conditions under the merger agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:  ☐

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Registration No. 333-            

PROXY STATEMENT FOR THE SPECIAL MEETING OF

KLEIN FINANCIAL, INC. SHAREHOLDERS

and

PROSPECTUS OF

OLD NATIONAL BANCORP

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

The boards of directors of Klein Financial, Inc. (“Klein”) and Old National Bancorp (“Old National”) have unanimously approved an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Klein will merge with and into Old National (the “Merger”). If the Merger Agreement is approved by the shareholders of Klein and all other closing conditions are satisfied, each shareholder of Klein will be entitled to receive 7.92 shares of Old National common stock (the “Exchange Ratio”) for each share of Klein common stock owned before the Merger, subject to certain adjustments as described in the Merger Agreement (the “Merger Consideration”). The Klein board of directors unanimously determined that the Merger on the terms set forth in the Merger Agreement is in the best interests of Klein and the Klein shareholders.

The Merger value will fluctuate with the market price of Old National common stock and will not be known at the time Klein shareholders vote on the Merger. Based on the $19.05 closing price of Old National’s common stock on the Nasdaq Global Select Market on June 20, 2018, the date of execution of the Merger Agreement, the Exchange Ratio represented approximately $150.88 in value for each share of Klein common stock and an aggregate transaction value of approximately $433.8 million. Based on the $[●] closing price of Old National’s common stock on August [●], 2018, the last practicable trading day prior to the date of this document, the Exchange Ratio represented approximately $[●] in value for each share of Klein common stock. Based on the Exchange Ratio and the number of shares of Klein common stock outstanding and issuable at the effective time of the Merger as of August [●], 2018, the number of shares of Old National common stock issuable in the Merger would be 22,771,631.52 reflecting an aggregate transaction value as of August [●], 2018 of approximately $[●]. The number of shares and values in this paragraph assume no adjustments to the Merger Consideration as described in the section entitled “The Merger Agreement — Merger Consideration.” We urge you to obtain current market quotations for Old National (trading symbol “ONB”).

The Merger is conditioned upon, among other things, the approval of the Merger Agreement by the Klein shareholders. This document is a proxy statement that the Klein board of directors is using to solicit proxies for use at a special meeting of shareholders to be held on September 27, 2018. At the meeting, the Klein shareholders will be asked to (1) approve the Merger Agreement, (2) adjourn the meeting if necessary to solicit additional proxies, and (3) transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

This document is also a prospectus relating to Old National’s issuance of shares of Old National common stock in connection with the completion of the Merger.

For a discussion of certain risk factors relating to the Merger, see “Risk Factors” beginning on page 14.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement and prospectus or determined if this proxy statement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with completion of the Merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.

This proxy statement and prospectus is dated August [●], 2018, and it

is first being mailed to Klein shareholders on or about August [●], 2018.

AVAILABLE INFORMATION

As permitted by Securities and Exchange Commission (“SEC”) rules, this document incorporates certain important business and financial information about Old National from other documents that are not included in or delivered with this document. These documents are available to you without charge upon your written or oral request. Your requests for these documents should be directed to the following:

Old National Bancorp

One Main Street

P.O. Box 718

Evansville, Indiana 47705

Attn: Jeffrey L. Knight, Executive Vice President,

Corporate Secretary and Chief Legal Counsel

(812) 464-1363

In order to ensure timely delivery of these documents, you should make your request by September 17, 2018, to receive them before the special meeting.

You can also obtain documents incorporated by reference in this document through the SEC’s website at www.sec.gov. See “Where You Can Find More Information” beginning on page 81.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 27, 2018

To the Shareholders of Klein Financial, Inc.:

We will hold a special meeting of the shareholders of Klein Financial, Inc. (“Klein”) on September 27, 2018, at 10:00 a.m., Central Time, at 1550 Audubon Rd, Chaska, Minnesota 55318, to consider and vote upon:

1. Merger Proposal. A proposal to approve the Merger Agreement pursuant to which Klein will merge with and into Old National.

2. Adjournment. A proposal to adjourn the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the special meeting in person or by proxy to approve the Merger Agreement (the “Adjournment Proposal”).

3. Other Matters. Such other matters as may properly come before the special meeting or any adjournment of the special meeting. The Klein board of directors is not aware of any such other matters as of the date of this proxy statement and prospectus.

The enclosed proxy statement and prospectus describes the Merger Agreement and the proposed Merger in detail and includes, as Annex A, the complete text of the Merger Agreement. We urge you to read these materials for a description of the Merger Agreement and the proposed Merger. In particular, you should carefully read “Risk Factors” beginning on page 14 of the enclosed proxy statement and prospectus for a discussion of certain risk factors relating to the Merger.

The board of directors of Klein unanimously recommends that shareholders vote (1) “FOR” approval of the Merger Agreement and (2) “FOR” approval of the Adjournment Proposal. The board of directors of Klein fixed the close of business on August 21, 2018, as the record date for determining the holders of Klein voting common stock entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

YOUR VOTE IS IMPORTANT. The Merger Agreement must be approved by the affirmative vote of the holders of at least a majority of the issued and outstanding shares of Klein common stock entitled to vote. If you do not return your proxy or do not vote in person at the special meeting, the effect will be the same as a vote against the Merger Agreement. Whether or not you plan to attend the special meeting in person, we urge you to date, sign and return promptly the enclosed proxy in the accompanying envelope. You may revoke your proxy at any time before the special meeting by sending a written notice of revocation, submitting a new proxy or by attending the special meeting and voting in person.

Under Minnesota law, if the Merger is completed, Klein shareholders of record who do not vote to approve the Merger Agreement, and otherwise comply with the applicable provisions of Minnesota law pertaining to objecting shareholders, will be entitled to exercise dissenters’ rights and obtain payment in cash for the fair value of their shares of Klein common stock by following the procedures set forth in detail in this proxy statement and prospectus. A copy of the sections of the Minnesota Business Corporation Act pertaining to dissenters’ rights are included as Annex C to this proxy statement and prospectus.

By Order of the Board of Directors

Chairman and Chief Executive Officer

August [●], 2018

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

Q: What am I voting on?

A: You are being asked to vote to approve the Merger Agreement, pursuant to which Klein will merge with and into Old National. Old National would be the surviving entity in the Merger, and Klein would no longer be a separate company.

Additionally, you are being asked to vote to approve the Adjournment Proposal.

Q: What will I receive in the Merger?

A: If the Merger is completed, each share of Klein common stock will be converted into the right to receive, as set forth in the Merger Agreement, 7.92 shares of Old National common stock (the “Exchange Ratio”), subject to adjustment as summarized below (the “Merger Consideration”). If the Klein Consolidated Shareholders’ Equity is less than the Minimum Shareholders’ Equity as of the end of the month prior to the effective time of the Merger (as those terms are defined in the Merger Agreement), the Exchange Ratio will be decreased as described in the section entitled “The Merger Agreement — Merger Consideration.”

In addition, unless Old National increases the Exchange Ratio by exercising its option to increase the Exchange Ratio under the terms of the Merger Agreement, Klein will have the right to terminate the Merger Agreement pursuant to the section entitled “The Merger Agreement — Reasons for Termination,” at any time during the five day period commencing on the first date on which all regulatory approvals necessary for the consummation of the Merger have been received (the “Calculation Date”) if the Old National Market Value on the Calculation Date is less than $15.75 per share. Such termination would be effective on the 10^th day following the Calculation Date. The Old National Market Value shall mean the volume weighted average price of a share of Old National common stock for the 15 consecutive trading days period ending on the day immediately preceding the Calculation Date.

Q: Will the Exchange Ratio adjust based on the trading price of Old National common stock prior to closing?

A: No. The Exchange Ratio will not increase or decrease solely due to changes in the trading price of Old National common stock prior to the closing of the Merger. The Exchange Ratio is subject to adjustment as described above.

Q: What is the value of the per share Merger Consideration?

A: The per share value of the Merger Consideration for Klein shareholders will fluctuate as the market price of Old National common stock fluctuates before the completion of the Merger. This price will not be known at the time of the Klein special meeting and may be more or less than the current price of Old National common stock or the price of Old National common stock at the time of the special meeting. Based on the $19.05 closing stock price of Old National common stock on the Nasdaq Global Select Market on June 20, 2018, the trading day immediately preceding the public announcement date of the Merger, the value of the per share Merger Consideration for Klein shareholders would be approximately $150.88, assuming no adjustments to the Merger Consideration as described in the section entitled “The Merger Agreement — Merger Consideration.” Based on the $[●] closing stock price of Old National common stock on the Nasdaq Global Select Market on August [●], 2018, the latest practicable date before the date of this proxy statement and prospectus, the value of the per share Merger Consideration for Klein shareholders would be approximately $[●], assuming no adjustments to the Merger Consideration as described in the section entitled “The Merger Agreement — Merger Consideration.” We urge you to obtain current market quotations for shares of Old National common stock.

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Q: When will shareholders receive their share of the Merger Consideration?

A: Promptly after the effective time of the Merger, Old National will mail to each holder of Klein common stock a letter of transmittal with a form providing instructions for the exchange of shares for the Merger Consideration. Upon Old National’s receipt of a properly completed and executed letter of transmittal, Old National will issue to each holder of Klein common stock a statement of ownership of book-entry shares representing that number of shares of Old National common stock (including fractional shares) that each holder of Klein common stock has the right to receive.

Q: Why do Klein and Old National want to engage in the Merger?

A: Klein believes that the Merger will provide its shareholders with substantial benefits, and Old National believes that the Merger will further its strategic growth plans generally and specifically in Minnesota. To review the reasons for the Merger in more detail, see “Proposal 1 — The Merger — Klein’s Reasons for the Merger and Recommendation of the Board of Directors” beginning on page 28 and “Proposal 1 — The Merger — Old National’s Reasons for the Merger” beginning on page 31.

Q: What risks should I consider before I vote on the Merger Agreement?

A: You should review “Risk Factors” beginning on page 14.

Q: Will Old National shareholders receive any shares as a result of the Merger?

A: No. Old National shareholders will continue to own the same number of Old National shares they owned before the effective time of the Merger.

Q: Who is entitled to vote on each of the matters to be considered at the special meeting?

A: Shareholders of record of Klein’s voting common stock at the close of business on August 21, 2018, the record date for the special meeting, are entitled to vote on each of the proposals at the special meeting. At the close of business on the record date, there were 2,822,000 shares of common stock entitled to vote at the meeting.

Q: How many votes may I cast?

A: Each share of Klein voting common stock is entitled to one vote on each proposal at the special meeting. The proxy card included with this proxy statement indicates the number of voting shares owned by an account attributable to you.

Q: What vote is required to approve each proposal at the Klein special meeting and what happens if I do not return a proxy or otherwise do not vote?

A: Approval of the Merger Agreement requires the affirmative vote of the holders of at least a majority of the 2,822,000 shares of Klein voting common stock issued and outstanding on the record date.

Because the required vote of Klein shareholders on the Merger Agreement is based upon the number of issued and outstanding shares of Klein common stock entitled to vote rather than upon the number of shares actually voted, a failure to vote and abstentions will have the same practical effect as a vote “AGAINST” approval of the Merger Agreement.

In connection with the execution of the Merger Agreement, Daniel Klein, the Chairman of the Board and Chief Executive Officer, Alan Klein, the Vice Chairman and Executive Vice President, and James Klein, the Vice Chairman, executed voting agreements pursuant to which they agreed to vote their shares and shares held by trusts (subject to their fiduciary duties and the applicable trust agreement), under which they are individually beneficial owners in favor of the Merger Agreement. As of the record date, these shareholders beneficially

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owned 1,642,500 shares of Klein voting common stock, or approximately 58.2% of the issued and outstanding shares of Klein voting common stock. Accordingly, Klein expects that the Merger Agreement will be approved at the special meeting.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares present in person or by proxy at the special meeting and entitled to vote, whether or not a quorum is present. A failure to vote will have no effect on this proposal, but abstentions will have the same practical effect as a vote “AGAINST” approval of the Adjournment Proposal.

If you properly complete and sign your proxy but do not indicate how your shares of Klein voting common stock should be voted on a proposal, the shares of Klein voting common stock represented by your proxy will be voted as the Klein board of directors recommends and therefore, “FOR” approval of the Merger Agreement, and “FOR” approval of the Adjournment Proposal.

Q: Am I entitled to exercise dissenters’ rights instead of receiving the per share Merger Consideration for my shares of Klein common stock?

A: Klein shareholders are entitled to dissenters’ rights under Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act (the “MBCA”) provided they follow the procedures and satisfy the conditions set forth in Sections 302A.471 and 302A.473 of the MBCA. For more information regarding dissenters’ rights, see “Dissenters’ Rights of Klein Shareholders” beginning on page 58 of this proxy statement and prospectus.

In addition, a copy of Sections 302A.471 and 302A.473 of the MBCA are attached as Annex C to this proxy statement and prospectus. Failure to strictly comply with Sections 302A.471 and 302A.473 of the MBCA may result in your waiver of, or inability to, exercise dissenters’ rights.

Q: What do I need to do now?

A: After reading this proxy statement and prospectus, you may vote in one of two ways: (1) by mail (by completing and signing the proxy that accompanies this proxy statement and prospectus); or (2) in person (by either delivering the completed proxy or by casting a ballot if attending the special meeting). In the event that you choose not to exercise your vote in person, you should mail your signed proxy in the accompanying pre-addressed, postage-paid envelope as soon as possible so that your shares can be voted at the September 27, 2018 Klein special meeting.

Q: Can I change my vote after I have mailed my signed proxy?

A: Yes. You can change your vote at any time before your proxy is voted at the special meeting. You can do this in one of three ways. First, you can send a written notice stating that you revoke your proxy. Second, you can complete and submit a new proxy, dated at a date later than your most recent proxy. Third, you can attend the special meeting and vote in person. Your attendance at the special meeting will not, however, by itself revoke your proxy.

Q: What constitutes a quorum?

A: The holders of a majority of the issued and outstanding shares of Klein common stock entitled to vote as of the record date must be present in person or by proxy at the special meeting to constitute a quorum. In determining whether a quorum is present, shareholders who abstain will be treated as present for determining the presence or absence of a quorum.

Q: What happens if the Merger is not completed?

A: Klein and Old National expect to complete the Merger in the fourth quarter of 2018. However, neither Klein nor Old National can assure you of when or if the Merger will be completed. Klein and Old National must first

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obtain the approval of Klein shareholders for the Merger, as well as obtain necessary regulatory approvals and satisfy certain other standard closing conditions, as described in the section entitled “The Merger Agreement — Conditions to the Merger.” If the Merger is not completed, Klein shareholders will not receive any consideration for their shares and will continue to be Klein shareholders. Each of Klein and Old National will remain independent companies. Under certain circumstances, Klein may be required to pay Old National a fee with respect to the termination of the Merger Agreement and Old National may be required to pay Klein a fee with respect to the termination of the Merger Agreement, as described under “The Merger Agreement — Termination Fee.”

Q: When is the Merger expected to be completed?

A: We are working to complete the Merger as quickly as possible. We must obtain the necessary regulatory approvals and the approval of the Merger Agreement by Klein shareholders at the special meeting, and the Klein and Old National must satisfy certain other standard closing conditions, as described in the section entitled “The Merger Agreement — Conditions to the Merger.” We currently expect to complete the Merger in the fourth quarter of 2018.

Q: What are the tax consequences of the Merger to me?

A: The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). If the Merger qualifies, Klein shareholders will not recognize gain or loss on the exchange of shares of Klein common stock for shares of Old National common stock in the Merger.

As a condition to the closing, each of Klein and Old National must receive an opinion from Krieg DeVault LLP to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a)(1) of the Internal Revenue Code (the “Code”). See “United States Federal Income Tax Consequences” beginning on page 74 for a more complete discussion of the United States federal income tax consequences of the Merger. Your tax consequences will depend on your personal situation. You should consult your tax advisor for a full understanding of the tax consequences of the Merger to you.

Q: Whom should I contact if I have other questions about the Merger Agreement or the Merger?

A: If you have more questions about the Merger Agreement or the Merger, you should contact:

Old National Bancorp

One Main Street

Evansville, Indiana 47708

(812) 464-1294

Attn: Jeffrey L. Knight, Executive Vice President, Chief Legal Counsel and Corporate Secretary

You may also contact:

Klein Financial, Inc.

1550 Audubon Road, Suite 200

Chaska, Minnesota 55318

(952) 361-9249

Attn: Doug Hile, President and COO

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SELECTED CONSOLIDATED FINANCIAL DATA OF OLD NATIONAL

The selected consolidated financial data of Old National below, as of and for the six months ended June 30, 2018 and 2017, is derived from Old National’s unaudited historical financial statements. The selected consolidated financial data presented below, as of and for each of the years in the five-year period ended December 31, 2017, is derived from Old National’s audited historical financial statements. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto incorporated by reference in this proxy statement and prospectus that Old National has previously filed with the SEC. See the section entitled “Where You Can Find More Information” on page 81. Results for past periods are not necessarily indicative of results that may be expected for any future period.

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SELECTED CONSOLIDATED FINANCIAL DATA OF KLEIN

The selected consolidated financial data of Klein below, as of and for the six months ended June 30, 2018 and 2017, is derived from Klein’s unaudited historical financial statements. The selected consolidated financial data presented below, as of and for each of the years in the five-year period ended December 31, 2017 is derived from Klein’s audited historical financial statements. Results for past periods are not necessarily indicative of results that may be expected for any future period.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement and prospectus (See “Where You Can Find More Information”), including the risk factors included in Old National’s Annual Report on Form 10-K for the year ended December 31, 2017, you should consider carefully the risk factors described below in deciding how to vote for the proposals presented in this proxy statement and prospectus. You should keep these risk factors in mind when you read forward-looking statements in this document and in the documents incorporated by reference into this document. Please refer to the section of this proxy statement and prospectus titled “Caution About Forward-Looking Statements.”

Klein shareholders cannot be certain of the value of the Merger Consideration they will receive, because the market price of Old National common stock will fluctuate and the Exchange Ratio is subject to adjustment.

Upon completion of the Merger, each share of Klein common stock will be converted into the Merger Consideration, which consists of Old National common stock. The Exchange Ratio is subject to downward adjustment, as set forth in the Merger Agreement and described in this proxy statement and prospectus in the event that Klein’s Consolidated Shareholders’ Equity is less than the Minimum Shareholders’ Equity. See “The Merger Agreement — Merger Consideration” for a more complete discussion of the Merger Consideration to be paid in the Merger.

Additionally, the market value of the Merger Consideration may vary from the closing price of Old National common stock on the date the Merger was announced, on the date that this document was mailed to Klein shareholders, on the date of the special meeting of the Klein shareholders and on the date the Merger is completed and thereafter. Any change in the Exchange Ratio or the market price of Old National common stock prior to completion of the Merger will affect the number of shares of Old National common stock or the market value of the Merger Consideration that Klein shareholders will receive upon completion of the Merger. Accordingly, at the time of the special meeting, Klein shareholders will not know or be able to calculate with certainty the amount or the market value of the Merger Consideration they would receive upon completion of the Merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in business, operations and prospects, and regulatory considerations. Many of these factors are beyond Old National’s or Klein’s control. You should obtain current market quotations for shares of Old National common stock and for shares of Klein common stock before you vote.

The Merger Agreement may be terminated in accordance with its terms, and the Merger may not be completed, which could have a negative impact on Klein.

The Merger Agreement is subject to a number of conditions which must be fulfilled, or in certain cases, waived by Old National or Klein, as applicable, in order to close the Merger. Those conditions include: Klein shareholder approval, regulatory approvals, the continued accuracy of certain representations and warranties by both parties and the performance by both parties of certain covenants and agreements. In particular, Old National is not obligated to close the Merger if Klein’s Consolidated Shareholders’ Equity, as of the end of the month prior to the effective time of the Merger, is not at least equal to the Minimum Shareholders’ Equity, disregarding any transaction costs.

In addition, certain circumstances exist where Klein may choose to terminate the Merger Agreement, including a decline in Old National’s share price to below a certain threshold set forth in the Merger Agreement. See “The Merger Agreement — Merger Consideration” for a more complete discussion of the Merger Consideration to be paid in the Merger and “The Merger Agreement — Termination” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated. There can be no assurance that the conditions to closing the Merger will be fulfilled or that the Merger will be completed.

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If the Merger Agreement is terminated, there may be various consequences to Klein, including:

If the Merger Agreement is terminated and the Klein board of directors seeks another merger or business combination, under certain circumstances, Klein may be required to pay Old National a termination fee of $17,078,724. Klein shareholders cannot be certain that Klein would be able to find a party willing to pay an equivalent or more attractive price than the price Old National has agreed to pay in the Merger.

Klein shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

The Klein shareholders currently have the right to vote in the election of the Klein board of directors and on other matters affecting Klein. When the Merger occurs, each Klein shareholder will become a shareholder of Old National with a percentage ownership of the combined organization that is much smaller than the shareholder’s percentage ownership of Klein. Because of this, the Klein shareholders will have less influence on the management and policies of Old National than they now have on the management and policies of Klein.

Old National may be unable to successfully integrate KleinBank’s operations and retain KleinBank’s employees.

KleinBank will be merged with and into Old National Bank effective simultaneously with the consummation of the Merger. The difficulties of merging the operations of KleinBank with Old National Bank include:

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of Old National, Old National Bank or KleinBank, and the loss of key personnel. The integration of KleinBank with Old National Bank will require the experience and expertise of certain key employees of KleinBank who are expected to be retained by Old National. However, there can be no assurances that Old National will be successful in retaining these employees for the time period necessary to successfully integrate KleinBank into Old National Bank. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and integration of KleinBank into Old National Bank could have an adverse effect on the business and results of operations of Old National or Old National Bank.

The termination fee and the restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire Klein.

Until the completion of the Merger, with some exceptions, Klein is prohibited from soliciting, initiating, encouraging, or participating in any discussion of, or otherwise considering, any inquiries or proposals that may

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lead to an acquisition proposal, such as a merger or other business combination transaction, with any person or entity other than Old National. In addition, Klein has agreed to pay a termination fee of $17,078,724 to Old National if (1) Old National terminates the Merger Agreement because the Klein board changes its recommendation, enters into an agreement for an alternative transaction or fails to reaffirm its recommendation within five business days of Old National requesting it do so, (2) either party terminates the Merger Agreement because the Merger has not occurred before March 31, 2019, and prior to the termination, an acquisition proposal was made known, and within 12 months after termination Klein enters into a definitive agreement with respect to an acquisition proposal, (3) either party terminates the Merger Agreement because the approval of the Klein shareholders has not been obtained and within 12 months after termination Klein enters into a definitive agreement with respect to an acquisition proposal, or (4) Klein terminates the Merger Agreement to pursue an alternative transaction that its board of directors has determined, in exercising its fiduciary duties, is superior to the Merger. For more information regarding the termination fee, see the section entitled “The Merger Agreement —Termination Fee” beginning on page 55 of this proxy statement and prospectus. These provisions could discourage other companies from trying to acquire Klein even though such other companies might be willing to offer greater value to the Klein shareholders than Old National has offered in the Merger Agreement. The payment of the termination fee also could have a material adverse effect on Klein’s financial condition.

Certain of Klein’s executive officers and directors have interests that are different from, or in addition to, the interests of the Klein shareholders generally.

Certain of Klein’s executive officers and directors have interests in the Merger that are in addition to, or different from, the interests of the Klein shareholders. The Klein board of directors was aware of these interests when it approved the Merger Agreement. For a more detailed discussion of these interests, see “Interests of Certain Directors and Officers of Klein in the Merger” beginning on page 61.

The fairness opinion obtained by Klein will not reflect changes in the relative values of Old National and Klein between the time the opinion was obtained and the effective time of the Merger.

The fairness opinion of Sandler O’Neill was dated as of June 20, 2018. Klein does not intend to obtain any update of the Sandler O’Neill fairness opinion. Changes in the operations and prospects of Old National and Klein, general market and economic conditions, and other factors both within and outside of Old National’s and Klein’s control may alter the relative value of the companies. Therefore, the Sandler O’Neill opinion does not address the fairness of the Merger Consideration as of the date of this proxy statement and prospectus, the date of the special meeting or at the time the Merger will be completed.

The Merger may fail to qualify as a reorganization for federal tax purposes, resulting in your recognition of taxable gain or loss in respect of your Klein shares and Klein may be subject to significant tax liability at the corporate level.

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a)(1) of the Code. Although the Internal Revenue Service (“IRS”) will not be requested to provide a ruling on the matter, Old National and Klein will, as a condition to closing, each obtain an opinion from Krieg DeVault that the Merger will constitute a reorganization for federal income tax purposes. This opinion does not bind the IRS or preclude the IRS from adopting a contrary position. If the Merger fails to qualify as a reorganization, you generally would recognize gain or loss, as applicable, on each share of Klein common stock surrendered in an amount equal to the difference between your adjusted tax basis in that share and the fair market value of the Old National common stock received in exchange for that share upon completion of the Merger. Furthermore, if the Merger fails to qualify as a reorganization, Old National, as successor to Klein, may incur a significant tax liability resulting from a taxable sale of Klein’s assets for United States federal income tax purposes.

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The shares of Old National common stock to be received by Klein shareholders as a result of the Merger will have different rights from the shares of Klein common stock.

The rights associated with Klein common stock are different from the rights associated with Old National common stock. See “Comparison of the Rights of Shareholders” beginning on page 63 for a discussion of the different rights associated with Old National common stock.

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the Merger, it is possible that some customers and other persons with whom Old National or Klein has a business relationship may delay or defer certain business decisions or might seek to terminate, change or renegotiate their relationships with Old National or Klein, as the case may be, as a result of the Merger, which could negatively affect Old National’s or Klein’s respective revenues, earnings and cash flows, as well as the market price of Old National common stock or the value of Klein common stock, regardless of whether the Merger is completed.

Under the terms of the Merger Agreement, Klein is subject to certain restrictions on the conduct of its business prior to completing the Merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could negatively affect Klein’s businesses and operations prior to the completion of the Merger.

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CAUTION ABOUT FORWARD-LOOKING STATEMENTS

This document, and the documents incorporated by reference into it, contain forward-looking statements, including statements about Old National’s and Klein’s financial condition, results of operations, earnings outlook, asset quality trends and profitability. Forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to assumptions, risks and uncertainties. Certain statements contained in this filing that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, or the Reform Act, notwithstanding that such statements are not specifically identified.

In addition, certain statements may be contained in the future filings of Old National with the SEC, in press releases and in oral and written statements made by or with the approval of Old National that are not statements of historical fact and constitute forward-looking statements within the meaning of the Reform Act. Examples of forward-looking statements include, but are not limited to:

Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,” “will,” “should,” “may,” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

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Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Additional factors that could cause Old National’s results to differ materially from those described in the forward-looking statements can be found in Old National’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to Old National or Klein or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. Forward-looking statements speak only as of the date on which such statements are made. Old National and Klein undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. For any forward-looking statements made in this proxy statement and prospectus or in any documents incorporated by reference into this proxy statement and prospectus, Old National claims the protection of the safe harbor for forward-looking statements contained in the Reform Act.

We caution you not to place undue reliance on the forward-looking statements.

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SPECIAL MEETING OF THE KLEIN SHAREHOLDERS

Date, Place, Time, and Purpose

The Klein board of directors is sending you this proxy statement and prospectus and proxy to use at the special meeting. At the special meeting, the Klein board of directors will ask you to vote (1) on a proposal to approve the Merger Agreement, and (2) on a proposal to approve the Adjournment Proposal. Klein does not expect any other items of business to be presented at the special meeting. If other matters do properly come before the special meeting, the accompanying proxy gives discretionary authority to the persons named in the proxy to vote on any other matters brought before the meeting. Those persons intend to vote the proxies in accordance with their judgment.

The special meeting will be held on September 27, 2018, at 10:00 a.m., Central Time, at 1550 Audubon Road, Chaska, Minnesota 55318.

Record Date, Voting Rights, Quorum, and Required Vote

Klein has set the close of business on August 21, 2018, as the record date for determining the holders of Klein voting common stock entitled to notice of and to vote at the special meeting. Only holders of Klein voting common stock at the close of business on the record date are entitled to notice of the special meeting. As of the record date, there were 2,875,206 shares of Klein common stock outstanding and 2,822,000 of those shares were entitled to vote at the special meeting. Each share of Klein voting common stock is entitled to one vote.

The holders of a majority of the issued and outstanding shares of Klein common stock entitled to vote as of the record date must be present in person or by proxy at the special meeting to constitute a quorum. In determining whether a quorum is present, shareholders who abstain will be treated as present for determining the presence or absence of a quorum.

Approval of the Merger Agreement will require the affirmative vote of holders of at least a majority of the shares of Klein common stock entitled to vote. Abstentions from voting will have the same effect as a vote against the Merger Agreement. As of the record date, the directors and executive officers of Klein (and their affiliates), as a group, beneficially owned 2,822,000 shares of Klein voting common stock, or approximately 100% of the outstanding shares of Klein voting common stock. In connection with the execution of the Merger Agreement, Daniel Klein, Alan Klein and James Klein executed voting agreements pursuant to which they agreed to vote their shares and shares held by trusts (subject to their fiduciary duties and the applicable trust agreement), under which they are individually beneficial owners in favor of the Merger Agreement. As of the record date, these shareholders beneficially owned 1,642,500 shares of Klein voting common stock, or approximately 58.2% of the outstanding shares of Klein voting common stock. Accordingly, Klein expects that the Merger Agreement will be approved at the special meeting.

The vote on the Adjournment Proposal requires the affirmative vote of a majority of the shares of Klein common stock present in person or by proxy at the special meeting and entitled to vote. Abstentions will have the same effect as a vote against this proposal.

Voting and Revocability of Proxies

You may vote in one of two ways: (1) by mail (by completing and signing the proxy that accompanies this proxy statement and prospectus); or (2) in person (by either delivering the completed proxy or by casting a ballot if attending the special meeting). To ensure your representation at the special meeting, we recommend you vote by proxy even if you plan to attend the special meeting. You may change your proxy vote at the special meeting.

Voting instructions are included on your proxy. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. If you submit your proxy without specifying a voting instruction, your shares will be voted “FOR” approval of the Merger Agreement and “FOR” approval of the Adjournment Proposal.

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You may revoke your proxy before it is voted by:

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to: Klein Financial, Inc., 1550 Audubon Road, Suite 200, Chaska, Minnesota 55318, Attn: Doug Hile, President and COO.

Solicitation of Proxies

Old National will pay the costs of the distribution of this proxy statement and prospectus. In addition to soliciting proxies by mail, directors, officers, and employees of Klein may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. Old National will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Recommendation of the Klein Board of Directors

The Klein board of directors unanimously determined that the Merger on the terms set forth in the Merger Agreement is in the best interests of Klein and the Klein shareholders. The Klein board of directors unanimously recommends that Klein shareholders vote “FOR” approval of the Merger Agreement and “FOR” approval of the Adjournment Proposal.

See “The Merger — Background of the Merger” beginning on page 23 and — “Klein’s Reasons for the Merger and Recommendation of the Board of Directors” beginning on page 28 for a more detailed discussion of the Klein board of directors’ recommendation with regard to the Merger Agreement.

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INFORMATION ABOUT THE COMPANIES

Old National Bancorp

One Main Street

Evansville, Indiana 47708

(812) 464-1294

Old National Bancorp (Nasdaq: ONB) is the holding company of Old National Bank. Headquartered in Evansville with $17.5 billion in assets as of June 30, 2018, it is a top 100 U.S. bank, the largest Indiana-based bank and has been recognized as a World’s Most Ethical Company by the Ethisphere Institute for seven consecutive years. For nearly 185 years, Old National has been a community bank committed to building long-term, highly valued relationships with clients. With locations in Indiana, Kentucky, Michigan, Minnesota and Wisconsin, Old National provides retail and commercial banking services along with comprehensive wealth management, investment and capital markets services. For information and financial data, please visit Investor Relations at oldnational.com.

Additional information about Old National and its subsidiaries is included in documents incorporated by reference into this document. For more information, please see the section entitled “Where You Can Find More Information” beginning on page 81.

Klein Financial, Inc.

1550 Audubon Road, Suite 200

Chaska, Minnesota 55318

(952) 476-5245

Klein Financial, Inc. is the holding company of KleinBank, a community bank which has 18 branches, more than 400 employees and assets of approximately $1.97 billion as of June 30, 2018. Over the past few years, KleinBank has received recognition as a Star Tribune top workplace, for providing best in class services for Business Banking and Mortgage Lending by the readers of Twin Cities Business, and as a recipient of the Better Business Bureau of Minnesota and North Dakota’s Torch Award for Ethics, as well as the Better Business Bureau International’s Torch Award for Ethics.

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PROPOSAL 1 — THE MERGER

Background of the Merger

The Klein board of directors regularly reviews and discusses Klein’s business strategy, performance, prospects and operations in the context of the economic environment in Minnesota and the United States, developments in the regulation of financial institutions and the competitive landscape for community banking. This strategic review process has been guided in large part by the interests of the Klein family, which collectively controls 100% of the voting and non-voting stock of Klein, directly and through various trusts established for the benefit of Klein family members. All of the adult members of the Klein family who are shareholders or trustees of shareholders serve as members of the Klein board of directors and all of the individual and trust shareholders are represented on the board.

In 1907, C.H. Klein purchased the controlling interest in First National Bank of Chaska. Over the next 68 years, the banks controlled by the Klein family grew to include an additional six charters. In 1975, Klein was established to consolidate ownership of the banks under a single bank holding company. Over the next 30 years, Klein continued to expand through the acquisition of additional banks and a mortgage company, as well as the opening of additional bank branches. In 2005, the separate bank charters were merged into a single bank under the KleinBank name. Since 2005, KleinBank continued to expand through the acquisition of three additional banks and two bank branch openings. In January 2018, Klein chose to right size its banking operations and entered into an agreement to sell three non-core branches.

The Klein family has controlled Klein since its formation, and to this day remains active in overseeing its management and operations. Over the years, C.H. Klein’s descendants held positions in management and the board of directors. Daniel Klein assumed the role of Chairman of Klein in 1979 and was President of Klein from 1979 until 2017; he has also been Chairman of KleinBank since 2005 and was President and Chief Executive Officer of KleinBank from 2005 to 2009. James Klein has served as Vice Chairman and Executive Vice President of Klein since 1989, Vice Chairman of KleinBank since 2005 and Executive Vice President of KleinBank from 2005 until 2012. Alan Klein has served as Vice Chairman and Executive Vice President of Klein since 1979, Vice Chairman of KleinBank since 2005 and Executive Vice President of KleinBank from 2005 until 2013. In addition, Matthew, Christian and Jeffrey Klein have served and continue to serve in various capacities at KleinBank.

In recent years, the Klein family increased its focus on succession planning. In 2009, W. Douglas Hile became the first non-family member to serve as President and Chief Executive Officer of KleinBank. In 2017, Mr. Hile was appointed President of Klein, while Daniel Klein remained Chief Executive Officer of Klein. In 2018, Matthew Klein became President of KleinBank, while Mr. Hile continued to serve as the Chief Executive Officer of KleinBank. The Klein family also turned its attention to the capital condition of Klein, including the capital that would be required to grow the organization organically, pursue additional acquisitions and continue the payment of cash dividends, as well as the liquidity of their investment in Klein.

At the invitation of Klein management, in October 2017 Sandler O’Neill made presentations to Klein’s shareholders on the current operating environment for community banks, the Klein franchise, and its strategic options and opportunities. Specifically, the Sandler O’Neill presentations addressed:

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Also in October 2017 Klein Senior Vice President Nanci Olson presented an overview to Klein’s shareholders on the tax ramifications of the strategic options presented by Sandler O’Neill, taking into account the circumstances of both individual and trust shareholders. Following the October presentations by Sandler O’Neill and Ms. Olson, further discussions of the available strategic options took place among Klein shareholders with additional input from Klein management.

At the 2018 annual shareholder meeting held on January 22, 2018, the future of Klein was considered by the shareholders and a motion was approved by 66.5% of the shares of Klein voting common stock to explore the sale of the company.

A meeting of the Klein board of directors was then held on January 23, 2018. At this meeting, the Klein board of directors unanimously approved amended and restated bylaws for Klein. As amended, the by-laws provided for the formation of an executive committee of the board comprised of the chairman and two vice chairmen of the board (the “Executive Committee”). The amended by-laws empowered the Executive Committee to exercise the powers of the board of directors when it is not in session, reporting back to the board on its activities and matters or interest. The Klein board of directors then unanimously approved the proposed officers of Klein, including Daniel Klein as Chairman and James Klein and Alan Klein each as Vice Chairmen, and all three as the members of the Executive Committee. Finally, the Klein board of directors considered the implementation of the motion approved by the shareholders to explore a sale of the company and instructed the Executive Committee to address the process for exploring a sale and provide direction to management on the implementation of the shareholders’ motion.

A meeting of the Executive Committee was also held on January 23, 2018. At this meeting, Klein President Doug Hile was asked to present an overview of a process for exploring a sale of the company. Based on Mr. Hile’s presentation, the Executive Committee discussed the following key points: identifying and articulating the reasons for a sale, engaging qualified investment banking and legal advisors, establishing a suitable marketing approach for identifying prospective partners, and establishing criteria for evaluating competing proposals based primarily on total consideration but also taking into account employee, customer, culture and community considerations. Mr. Hile recommended that a management task force be formed to lead the sale process. The Executive Committee also discussed the impact of a proposed sale on change in control, severance and other transaction related incentives and agreements currently in place as well as those that should be considered in order to protect the Klein organization throughout the sale process. The Committee discussed the issuance of transaction bonuses to recognize members of the executive management team who are not shareholders, and therefore, will not directly participate in the value realized from a sale; changes to the employee severance plan and the establishment of a retention bonus pool to retain employees through and after the sale; and amendments to the change in control agreements. Mr. Hile also recommended that Matthew Klein be appointed as President of KleinBank, allowing Mr. Hile to shift his focus to the sale process. Finally, the committee discussed the pending Department of Justice litigation and the value of settling the litigation in advance of a sale of the company. Mr. Hile was then instructed to proceed with the implementation of the sales process.

The Executive Committee met on February 6, 2018 at which time Mr. Hile updated the committee on the engagement of advisors. Mr. Hile reported the engagement of Dorsey & Whitney LLP (“D&W”) as legal counsel. Mr. Hile also reported on a meeting with Sandler O’Neill, the evaluation of other investment banking firms and plans to meet with another investment banking firm before making a recommendation. Mr. Hile also reported that a management task force had been formed to lead the sale process.

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At a meeting held on February 26, 2018, the Executive Committee approved the recommendation of management to engage Sandler O’Neill as the investment banker advising the company. Management then updated the committee on plans to work with Sandler O’Neill to develop marketing materials, identify potential partners and recommend how to approach potential partners for initial indications of interest. Doug Hile also updated the committee on pricing considerations and the potential price range for a transaction. D&W presented and discussed in detail with the Executive Committee the fiduciary and legal obligations applicable to directors when considering a sale or merger of Klein.

Over the next two weeks, representatives of Sandler O’Neill worked with Klein management to identify parties that might be interested in a partnership with Klein and develop a confidential information memorandum for distribution to merger candidates. Representatives of Sandler O’Neill presented to management a list of ten potential merger candidates as the most likely to be interested and most capable of offering to Klein an attractive proposal. These candidates were in turn divided into five “A” list candidates with the greatest potential for offering an attractive proposal, including Old National, and five “B” list candidates. At a meeting held on March 12, 2018, the “A” and “B” list candidates were presented to the Executive Committee. Representatives of Sandler O’Neill presented their assessment of each candidate, and committee members’ questions were answered regarding the proposed candidates as well as other potential candidates. Sandler O’Neill then recommended that all “A” list candidates be given the opportunity to enter into confidentiality agreements and the opportunity to participate in the sale process. Sandler O’Neill further recommended that a soft calling process be used to determine the level of interest of each of the “B” list candidates before giving those candidates the opportunity to participate in the process. After further discussion by the Executive Committee, the “A” and “B” list candidates were approved along with the recommended soft calling process for determining which “B” list candidates would be provided an opportunity to participate in the sales process. At this meeting the Executive Committee also reviewed management proposals regarding the employee severance plan, retention bonus pool, management change in control agreements and transaction bonuses to be offered to certain employees upon consummation of a transaction. After further discussion by the committee, these proposals were approved.

Four of the five “A” list candidates and three of the five “B” list candidates entered into confidentiality agreements during March 2018. One of these potential merger partners declined to explore a potential transaction based on their limited interest in the Minneapolis/St. Paul metropolitan area. Each of the remaining six candidates had access to a virtual data room with certain limited due diligence information about Klein and held preliminary due diligence meetings and/or conference calls with Klein management. Based on input from Klein management, representatives of Sandler O’Neill distributed to the remaining six candidates a bid request letter with detailed instructions for submitting a non-binding indication of interest to enter into a transaction with Klein. Klein received indications of interest from four of the six remaining candidates, all of which were “A” list candidates. Representatives of Sandler O’Neill prepared and distributed to the Executive Committee in advance of its May 1, 2018 meeting a detailed summary of the indications of interest received.

On May 1, 2018, the Executive Committee met to review the indications of interest and to continue its consideration of Klein’s strategic options. At the meeting, representatives of Sandler O’Neill gave a presentation to the committee, which included a review of the discussions held between Klein management and each candidate, a summary of the bid proposals received, an analysis of Klein’s prospects as a stand-alone enterprise and profiles of the candidates. The presentation included an assessment of the willingness and capacity to pay, estimated transaction values and a comparison of the cash/stock consideration mix of each bid. The committee engaged in a comprehensive discussion of the four candidates and the perceived relative advantages and disadvantages of each one. The committee noted that the financial value of the four bids was very similar. The committee discussed the possible paths available to take going forward and decided to invite all four remaining candidates to complete due diligence and submit final non-binding indications of interest.

The next phase of due diligence included access to an expanded virtual data room, including additional due diligence materials and responses to requests for supplemental information, and loan due diligence through online access to credit files. Candidates were also provided a form merger agreement with comments to be

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provided as part of their final indication of interest. As an initial action in the reverse due diligence process, members of Klein management also visited with the management teams of each candidate at their respective office locations in order to give management an understanding of the cultural fit of each candidate and integration related topics.

Three of the four remaining candidates submitted final indications of interest and the fourth chose to withdraw from the process. Representatives of Sandler O’Neill prepared and distributed to the Executive Committee in advance of its meeting a detailed summary of the indications of interest received. A matrix reflecting the material comments received to the form merger agreement from each candidate was also prepared and distributed to the committee.

On May 30, 2018, the Executive Committee met to review the final indications of interest and to continue its consideration of Klein’s strategic options. At the meeting, representatives of Sandler O’Neill gave a presentation to the committee, which included a review of the discussions held between Klein management and the remaining candidates, a summary of the bid proposals received, an analysis of Klein’s prospects as a stand-alone enterprise and profiles of the possible candidates. The presentation included an assessment of the willingness and capacity to pay, estimated transaction values and a comparison of the cash/stock consideration mix of each bid. Although each indication of interest proposed a different mix of stock and cash consideration, the Old National proposal offered the highest aggregate consideration. In addition to the presentation by Sandler O’Neill, representatives of a fiduciary wealth management advisor to certain of the Klein individual and trust shareholders provided their assessment of the proposed stock consideration offered by each candidate, favoring the stock of Old National from the investment perspective of the individual and trust shareholders of Klein. Klein management reported that it believed Old National maintained a culture that was very comparable to that of Klein. Management also commented on the in-market synergies between Klein and Anchor Bank, which was acquired by Old National last year. Management also noted that the Old National proposal included a more generous severance plan and retention bonus pool than originally proposed by Klein management. The Executive Committee discussed the advantages of pursuing a transaction with Old National as a partner, including the attractive dividend payable on its stock, its superior liquidity in its public trading market and the belief that its culture would fit well with Klein. Although legal counsel prepared and distributed to the committee a matrix reflecting the material comments received to the form merger agreement from each candidate, the principal agreement comment of note was that Old National provided the most complete markup of the form merger agreement, leaving less to be negotiated in order to finalize the definitive merger agreement. Sandler O’Neill recommended that, if the Executive Committee preferred Old National as a transaction partner, then Klein seek to negotiate the following changes to Old National’s final indication of interest: (1) setting the exchange ratio based on the volume weighted average price prior to signing but no less than 8.033 shares of Old National common stock for each share of Klein common stock; (2) a single-trigger walkaway right that Klein could use to terminate the agreement if the average common stock closing price of Old National’s stock is below the 10-day volume weighted average price prior to signing, minus 15%; (3) a reverse termination fee in the event Old National failed to obtain regulatory approval in an amount between $1.5 million and $3.0 million, and (4) establishing the minimum net worth requirement as part of the final indication of interest, rather than during the negotiation of the definitive agreement. After further discussion, the Executive Committee concluded that Old National was the most desirable transaction partner and the committee authorized management, in consultation with Sandler O’Neill and D&W and subject to approval of the full board of directors, to seek to negotiate the recommended changes to the indication of interest with Old National and to negotiate exclusively with Old National to complete the negotiation of a definitive merger agreement based on the comments Old National previously provided to Klein’s form merger agreement.

On May 31, 2018, Sandler O’Neill reported that Old National agreed to the requested changes to their indication of interest, with the exception to the changes to the exchange ratio, which would remain fixed as initially proposed. Old National’s indication of interest, as revised, included an aggregate purchase price of $419.2 million consisting of 100% Old National stock (based on an Old National stock price as of May 25, 2018), which valued Klein at $145.80 per share of common stock. The exchange ratio for the stock consideration

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was fixed at 8.033 shares of Old National common stock for each share of Klein common stock. The revised proposal also included a single-trigger walkaway right and reverse termination fee. Upon consultation with Sandler O’Neill, and after informal consultation with members of the Executive Committee, Klein management concluded that this proposal was acceptable and to proceed with the negotiation of a definitive agreement for presentation to the Executive Committee and then the full board of directors for final approval. At management’s request, representatives of Sandler O’Neill informed Old National that Klein had determined to proceed with it to negotiate a definitive merger agreement and informed the other bidders that it had determined not to discuss anything further at that time.

From June 1, 2018 to June 15, 2018, Old National completed its due diligence on Klein, including a review of additional materials uploaded to a virtual data room and interviews of Klein management. During this period, Klein also presented Old National with a “reverse” due diligence list requesting information about Old National and its financial condition and operations. Old National populated a virtual data room with the requested documents. Klein and its advisors reviewed the documentation and held reverse due diligence meetings with Old National management. In addition, Klein and its advisors reviewed information about Old National that was publicly available, including reports and other materials filed with the SEC.

On June 16, 2018, Old National communicated to Klein a slightly revised proposal based on the results of its final due diligence review of Klein. The revised proposal changed the exchange ratio for the stock consideration from 8.033 shares of Old National common stock per share of Klein common stock to 7.86, based on the impact of additional tax dividends for the 2017 tax year paid in 2018 and a recalculation of certain amounts payable to employees upon consummation of the proposed transaction. Old National also raised issues regarding the calculation and payment of tax dividends for the remainder of the 2018 tax year. Between June 16 and June 18, 2018 the parties negotiated the resolution of these issues, ultimately agreeing on a mechanism to insure appropriate tax distributions for the 2018 tax year and a fixed exchange ratio of 7.92 shares of Old National common stock per share of Klein common stock.

From June 1, 2018 to June 20, 2018, Klein and Old National and their respective representatives and advisors also negotiated the terms of the merger agreement based on the form merger agreement previously provided by Klein and comments received from Old National with its final indication of interest. The parties and their legal advisors exchanged a number of drafts of the agreement and its exhibits, and worked toward finalizing the terms of the transaction. Also during this period, each party prepared, distributed and finalized a set of disclosure schedules listing certain supplemental information and exceptions to the representations and warranties contained in the merger agreement.

On June 20, 2018, Klein management distributed to Executive Committee and Klein board of directors a substantially final, negotiated version of the merger agreement and the Executive Committee met to review the substantially final version of the agreement.

Also on June 20, 2018 and immediately following the Executive Committee meeting, the full Klein board of directors held a special meeting to review and consider approving the Merger Agreement. All directors were present and participated in the meeting. At the meeting, the Klein board received a full report from Klein management and the members of the Executive Committee on the strategic process to date, including the identification of potential merger partners, the bidding process, management’s meetings with the three final candidates identified by the process and the decision to select one of the candidates, Old National, with which to negotiate a transaction, complete due diligence reviews and the negotiate a definitive merger agreement.

Representatives of Sandler O’Neill gave the board a presentation on the following topics:

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At the meeting, D&W provided a comprehensive review of the Merger Agreement. Various provisions of the Merger Agreement were discussed and director questions regarding the Merger Agreement were answered. D&W also reviewed the terms of the related shareholder voting agreements and standstill agreements to be executed by certain shareholders.

D&W also reviewed with the Klein board the fiduciary and legal obligations applicable to directors when considering a sale or merger of Klein, including the consideration of any superior proposals that might be received, the board and shareholder approvals required in order to approve and consummate the merger, and the fiduciary obligations of the trustees of the trust shareholders of Klein that would asked to vote on the transaction.

Sandler O’Neill delivered its oral fairness opinion, which was subsequently confirmed in writing, to the effect that, as of June 20, 2018, and based on certain assumptions, limitations and qualifications, the Merger Consideration was fair to the common shareholders of Klein from a financial point of view.

The Klein board engaged in a discussion of the Merger Agreement, the financial analyses and the fairness opinion. The Klein board considered the analyses of Sandler O’Neill regarding the valuation of Klein as a stand-alone entity and discussed the attributes of Old National’s common stock, including its recent market performance, its dividend payout ratio, its trading volume and its relative valuation compared to its peers. The Klein board also discussed Old National’s commitment to community banking and its business culture and philosophy. Following the board’s discussion and questions and answers, including consideration of the factors described under “Klein’s Reasons for the Merger and Recommendation of the Board of Directors,” the Klein board of directors unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of Klein and its shareholders and authorized Klein’s management to execute and deliver the Merger Agreement.

Following the Klein board meeting, on June 20, 2018, Klein and Old National executed and delivered the Merger Agreement and a respective set of disclosure schedules. On that same date, certain of the shareholders of Klein executed and delivered to Old National voting agreements and lock-up agreements, as required by the Merger Agreement. On June 21, 2018, before the U.S. financial markets opened, Klein and Old National issued a joint press release announcing the execution of the Merger Agreement and the terms of the Merger. Throughout the process, the Klein family, through its representation in management and on Klein’s board of directors, provided feedback and support in favor of the proposed transaction with Old National.

Klein’s Reasons for the Merger and Recommendation of the Board of Directors

After careful consideration, at a meeting held on June 20, 2018, the Klein board of directors unanimously determined that the Merger Agreement, including the Merger and the other transactions contemplated thereby, is in the best interests of Klein and its shareholders and approved the Merger Agreement.

In reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommend that its shareholders vote “FOR” the Merger Agreement, the Executive Committee and the Klein board of directors consulted with Klein management, as well as its independent financial and legal advisors, and considered a number of factors, including the following material factors:

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The Executive Committee and Klein board of directors also considered a number of potential risks and uncertainties associated with the Merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

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The foregoing discussion of the information and factors considered by the Executive Committee and the Klein board of directors is not intended to be exhaustive, but includes the material factors considered by the Klein board of directors. In reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Klein board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Executive Committee and Klein board of directors considered all these factors as a whole, including discussions with, and questioning of Klein’s management and Klein’s independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

The board of directors of Klein unanimously recommends that you vote “FOR” approval of the Merger Agreement and the transactions contemplated therein. Klein shareholders should be aware that certain Klein executive officers have interests in the Merger that are different from, or in addition to, those of other Klein shareholders. The Klein Executive Committee and board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, and in recommending that the Merger proposal be approved by the shareholders of Klein. See “Interests of Certain Directors and Executive Officers of Klein in the Merger.”

Old National’s Reasons For the Merger

Old National’s board of directors concluded that the Merger Agreement is in the best interests of Old National and its shareholders. In deciding to approve the Merger Agreement, Old National’s board of directors considered a number of factors, including, without limitation, the following:

Effects of the Merger

The respective boards of directors of Old National and Klein believe that, over the long-term, the Merger will be beneficial to Old National shareholders, including the current shareholders of Klein who will become Old National shareholders if the Merger is completed. The Old National board of directors believes that one of the potential benefits of the Merger is the cost savings that may be realized by combining the two companies and integrating KleinBank into Old National Bank, which savings are expected to enhance Old National’s earnings.

Old National expects to reduce expenses by combining accounting, data processing, retail and lending support, and other administrative functions after completion of the Merger, which will enable Old National to

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achieve economies of scale in these areas. Promptly following the completion of the Merger, which is expected to occur in the fourth quarter of 2018, Old National plans to begin the process of eliminating redundant functions and eliminating duplicative expenses.

The amount of any cost savings Old National may realize in 2018 and beyond will depend upon how quickly and efficiently Old National is able to implement the processes outlined above.

Old National has based these assumptions on its present assessment of where savings could be realized based upon the present independent operations of the two companies. Actual savings in some or all of these areas could be higher or lower than is currently expected.

Old National also believes that the Merger will be beneficial to the customers of Klein as a result of the additional products and services offered by Old National and its subsidiaries and because of the increased lending capability.

Opinion of Financial Advisor to Klein

By letter dated February 23, 2018, the Klein board of directors engaged Sandler O’Neill to act as its financial advisor in connection with a possible business combination. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler O’Neill acted as financial advisor to the Klein board of directors in connection with the Merger with Old National and participated in certain of the negotiations leading to the execution of the Merger Agreement. At the June 20, 2018 meeting of the Klein board of directors, Sandler O’Neill delivered to the Klein board of directors its oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date, the Exchange Ratio was fair to the holders of Klein common stock from a financial point of view. The full text of Sandler O’Neill’s fairness opinion (the “Opinion”) is attached hereto as Annex B. The Opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its Opinion. The description of Sander O’Neill’s Opinion set forth below is qualified in its entirety by reference to the Opinion. Klein’s shareholders are urged to read the entire Opinion carefully in connection with their consideration of the Merger.

Sandler O’Neill’s Opinion speaks only as of the date of the Opinion. The Opinion was directed to Klein’s board of directors and is directed only to the fairness of the Exchange Ratio to the holders of Klein common stock from a financial point of view. It does not address the underlying business decision of Klein to engage in the Merger, the relative merits of the Merger as compared to any other alternative business strategies that might exist for Klein, the effect of any other transaction in which Klein might engage or any other aspect of the Merger, and is not a recommendation to any Klein shareholder as to how such shareholder should vote at the special shareholder meeting with respect to the Merger or any other matter. Sandler O’Neill did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by Klein’s officers, directors, or employees, or class of such persons, if any, relative to the Merger Consideration to be received by Klein’s common shareholders. Sandler O’Neill’s opinion was approved by its fairness opinion committee.

In connection with rendering its Opinion, Sandler O’Neill reviewed and considered, among other things:

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Sandler O’Neill also discussed with certain members of the management of Klein and its representatives the business, financial condition, results of operations and prospects of Klein and held similar discussions with certain members of the management of Old National and its representatives regarding the business, financial condition, results of operations and prospects of Old National.

In performing its review, Sandler O’Neill relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Sandler O’Neill from public sources, that was provided to Sandler O’Neill by Klein or Old National or their respective representatives or that was otherwise reviewed by Sandler O’Neill, and Sandler O’Neill assumed such accuracy and completeness for purposes of rendering its Opinion without any independent verification or investigation. Sandler O’Neill relied on the assurances of the respective managements of Klein and Old National that they were not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Sandler O’Neill was not asked to and did not undertake an independent verification of any of such information and Sandler O’Neill did not assume any responsibility or liability for the accuracy or completeness thereof. Sandler O’Neill did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Klein or Old National or any of their respective subsidiaries, nor was Sandler O’Neill furnished with any such evaluations or appraisals. Sandler O’Neill rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Klein or Old National. Sandler O’Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of Klein or Old National, or of the combined entity after the Merger, and Sandler O’Neill did not review any individual credit files relating to Klein or Old National. Sandler O’Neill assumed, with Klein’s consent, that the respective allowances for loan losses for both Klein and Old National were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Sandler O’Neill used certain internal financial projections for Klein for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Klein. In addition, Sandler O’Neill used publicly available consensus mean analyst earnings per share estimates for Old

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National for the years ending December 31, 2018 and December 31, 2019, as well as a long-term earnings per share growth rate for the years thereafter and dividends per share for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Old National. Sandler O’Neill also received and used in its pro forma analyses certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as well as estimated annual regulatory costs following the closing of the Merger, as provided by the senior management of Old National. With respect to the foregoing information, the respective senior managements of Klein and Old National confirmed to Sandler O’Neill that such information reflected (or, in the case of the publicly available consensus mean analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of Klein and Old National, respectively, and the other matters covered thereby, and Sandler O’Neill assumed that the future financial performance reflected in such information would be achieved. Sandler O’Neill expressed no opinion as to such information, or the assumptions on which such information was based. Sandler O’Neill also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Klein or Old National since the date of the most recent financial statements made available to Sandler O’Neill. Sandler O’Neill assumed in all respects material to its analyses that Klein and Old National would remain as going concerns for all periods relevant to its analyses.

Sandler O’Neill also assumed, with Klein’s consent, that (i) each of the parties to the Merger Agreement would comply in all material respects with all material terms of the Merger Agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants required to be performed by such party under the agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Klein, Old National or the Merger or any related transactions, and (iii) the Merger and any related transactions would be consummated in accordance with the terms of the Merger Agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Klein’s consent, Sandler O’Neill relied upon the advice that Klein received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the Merger and the other transactions contemplated by the Merger Agreement. Sandler O’Neill expressed no opinion as to any such matters.

Sandler O’Neill’s Opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Sandler O’Neill as of, the date of the Opinion. Events occurring after the date of Sandler O’Neill’s Opinion could materially affect the Opinion. Sandler O’Neill has not undertaken to update, revise, reaffirm or withdraw its Opinion or otherwise comment upon events occurring after the date of its Opinion. Sandler O’Neill expressed no opinion as to the trading value of Old National common stock at any time or what the value of Old National common stock would be once it is actually received by the holders of Klein common stock.

In rendering its Opinion, Sandler O’Neill performed a variety of financial analyses. The summary below is not a complete description of the analyses underlying Sandler O’Neill’s Opinion or the presentation made by Sandler O’Neill to Klein’s board of directors, but is a summary of all material analyses performed and presented by Sandler O’Neill. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O’Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and

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analyses, could create an incomplete view of the evaluation process underlying its Opinion. Also, no company included in Sandler O’Neill’s comparative analyses described below is identical to Klein or Old National and no transaction is identical to the Merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Klein and Old National and the companies to which they are being compared. In arriving at its Opinion, Sandler O’Neill did not attribute any particular weight to any analysis or factor that it considered. Rather, Sandler O’Neill made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler O’Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its Opinion, rather, Sandler O’Neill made its determination as to the fairness of the Exchange Ratio on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which are beyond the control of Klein, Old National and Sandler O’Neill. The analyses performed by Sandler O’Neill are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler O’Neill prepared its analyses solely for purposes of rendering its Opinion and provided such analyses to Klein’s board of directors at its June 20, 2018 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of Klein common stock or the prices at which Klein common stock or Old National common stock may be sold at any time. The analyses of Sandler O’Neill and its Opinion were among a number of factors taken into consideration by Klein’s board of directors in making its determination to approve the Merger Agreement and should not be viewed as determinative of the Exchange Ratio or the decision of Klein’s board of directors or management with respect to the fairness of the Merger. The type and amount of Merger Consideration payable in the Merger were determined through negotiation between Klein and Old National.

Summary of Merger Consideration and Implied Transaction Metrics. Sandler O’Neill reviewed the financial terms of the Merger. Pursuant to the terms of the Merger Agreement, upon the Effective Time of the Merger, holders of Klein common stock are entitled to receive, in exchange for each share of Klein common stock, subject to adjustments set forth in the Merger Agreement, Merger Consideration equal to 7.92 shares of Old National common stock, equating to an implied deal price per share of $148.50 based on Old National’s closing price on June 19, 2018, or $18.75. Sandler O’Neill calculated an aggregate implied transaction value of approximately $427.0 million, based upon 2,875,206 Klein common shares outstanding.

Based upon financial information for Klein as of or for the twelve-month period ended March 31, 2018, Sandler O’Neill calculated the following implied transaction metrics:

Transaction Multiples (GAAP Basis)

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Stock Trading History. Sandler O’Neill reviewed the history of the publicly reported trading prices of Old National’s common stock for the periods of one year and three years, respectively, ended June 19, 2018. Sandler O’Neill also compared the relationship between the movements in the price of Old National’s common stock, to movements in its peer group (as described below) as well as certain stock indices.

Old National’s One Year Stock Performance

Old National’s Three Year Stock Performance

Comparable Company Analysis. Sandler O’Neill used publicly available information to compare selected financial information for Klein and a group of financial institutions selected by Sandler O’Neill. The Klein peer group consisted of major exchange traded banks headquartered in the Midwest with total assets between $1.5 billion and $3.0 billion (the “Klein Peer Group”).

The Klein Peer Group consisted of the following financial institutions:

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The analysis compared publicly available data for Klein with the corresponding data for the Klein Peer Group as of or for the twelve months ended March 31, 2018, with pricing data as of June 19, 2018. The table below sets forth the data for Klein and the high, low, mean and median data for the Klein Peer Group.

Comparable Group Analysis

Sandler O’Neill used publicly available information to perform a similar analysis for Old National and a group of financial institutions as selected by Sandler O’Neill. The Old National peer group consisted of major exchange traded banks headquartered in the Midwest, Arkansas and Tennessee with total assets of between $10.0 billion and $30.0 billion and MRQ ROAA greater than 0.75% (the “Old National Peer Group”).

The Old National Peer Group consisted of the following financial institutions:

The analysis compared publicly available financial information for Old National with the corresponding data for the Old National Peer Group as of or for the twelve months ended March 31, 2018, with pricing data as of June 19, 2018. The table below sets forth the data for Old National and the high, low, mean and median data for the Old National Peer Group.

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Comparable Group Analysis

Net Present Value Analysis. Sandler O’Neill performed an analysis that estimated the net present value per share of Klein’s common stock assuming Klein performed in accordance with internal projections for Klein for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Klein. To approximate the terminal value of a share of Klein common stock at December 31, 2022, Sandler O’Neill applied price to earnings multiples of 12.5x to 20.0x and multiples of tangible book value ranging from 145% to 220%. The terminal values were then discounted to present values using discount rates ranging from 10.0% to 15.0%, which were selected to reflect different assumptions regarding potential desired rates of return of holders of Klein common stock.

As illustrated in the following tables, the analysis indicated an imputed range of values per share of Klein common stock of $95 to $179 when applying multiples of earnings per share and $83 to $148 when applying multiples of tangible book value per share.

Sandler O’Neill also considered and discussed with Klein’s board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to net income. To illustrate

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this impact, Sandler O’Neill performed a similar analysis assuming Klein’s net income varied from 20.0% above projections to 20.0% below projections. This analysis resulted in the following range of per share values for Klein common stock applying the price to 2022 earnings per share multiples range of 12.5x to 20.0x referred to above and using a discount rate of 13.51%.

Sandler O’Neill also performed an analysis that estimated the net present value per share of Old National common stock assuming that Old National performed in accordance with publicly available consensus mean analyst earnings estimates for Old National for the years ending December 31, 2018 through December 31, 2019 and an estimated long term earnings per share growth rate for the years thereafter and estimated cash dividends per share of Old National common stock for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Old National. To approximate the terminal value of a share of Old National common stock at December 31, 2022, Sandler O’Neill applied price to earnings multiples ranging from 14.0x to 19.0x and multiples of tangible book value ranging from 205% to 255%. The terminal values were then discounted to present values using different discount rates ranging from 8.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders of Old National common stock.

As illustrated in the following tables, the analysis indicated an imputed range of values per share of Old National common stock of $15.15 to $24.30 when applying multiples of earnings per share and $16.89 to $25.16 when applying multiples of tangible book value per share.

Sandler O’Neill also considered and discussed with the Klein board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to net income. To illustrate this impact, Sandler O’Neill performed a similar analysis assuming Old National’s net income varied from 20% above estimates to 20% below estimates. This analysis resulted in the following range of per share values for Old

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National common stock, using the same price to earnings per share multiples of 14.0x to 19.0x referred to above and a discount rate of 9.08%.

In connection with its analyses, Sandler O’Neill considered and discussed with the Klein board of directors how the net present value analyses would be affected by changes in the underlying assumptions. Sandler O’Neill noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Analysis of Selected Merger Transactions. Sandler O’Neill reviewed two groups of comparable merger and acquisition transactions. The first group included merger transactions announced from January 1, 2015 through June 19, 2018 with target banks headquartered in the Midwest with assets between $1.0 billion and $5.0 billion and disclosed deal values (the “Midwest Transaction Group”).

The Midwest Transaction Group was composed of the following transactions:

The second group included merger transactions announced from January 1, 2017 through June 19, 2018 with target banks headquartered nationwide with seller assets between $1.0 billion and $3.0 billion and disclosed deal values (the “Nationwide Transaction Group”).

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The Nationwide Transaction Group was composed of the following transactions:

Using the latest publicly available information prior to the announcement of the relevant transaction, Sandler O’Neill reviewed the following transaction metrics: transaction price to book value, transaction price to tangible book value, transaction price to last twelve months earnings, and core deposit premium. Sandler O’Neill compared the indicated transaction metrics for the Merger to the high, low, mean and median metrics of the Midwest Transaction Group and the Nationwide Transaction Group.

Comparable Midwest Transaction Multiples

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Comparable Nationwide Transaction Multiples