exhibit99.htm

EX-99.1 CHARTER 2 exhibit99.htm PRESENTATION exhibit99.htm

Welcome Stockholders

2012 Stockholders Meeting

May 16, 2012

Welcome And Opening Remarks

Michael L. Scudder

President and CEO

Items Of Business

I. Election of Directors

II. Advisory Vote on Appointment of Independent
Auditors

III. Advisory Vote on Executive Compensation

IV. Advisory Vote on Frequency of Advisory
Approval of Executive Compensation

• March 23, 2012 Record Date

• Certified List of Stockholders

• No Stockholder Nominations or Proposals Filed

Matters Of Record

Items Of Business

Continuing Directors
Serving Until 2013

Brother James Gaffney, FSC

President

Lewis University

(Leading Catholic and Lasallian University)

Director Since: 1998

  Committee(s):   Advisory, Compensation
    and Nominating and
      Corporate Governance

Michael L. Scudder

President and CEO

First Midwest Bancorp, Inc.

Director Since: 2008

Committee(s): Advisory

J. Stephen Vanderwoude

Retired Chairman and CEO

Madison River Communications

(Operator of Rural Telephone Companies)

Director Since: 1991

Committee(s): Advisory, Compensation
and Nominating and
Corporate Governance

Patrick J. McDonnell

President and CEO

The McDonnell Company LLC

(Business Consulting Company)

Director Since: 2002

Committee(s): Audit and Nominating and
Corporate Governance

John L. Sterling

President and Owner

Sterling Lumber Company

(Hardwood Lumber Supplier and Distributor)

Director Since: 1998

Committee(s): Compensation

Continuing Directors
Serving Until 2014

John F. Chlebowski, Jr.

Retired President and CEO

Lakeshore Operating Partners, LLC

(Bulk Liquid Distribution Firm)

Director Since: 2007

Committee(s): Advisory and Audit

Peter J. Henseler

Vice Chairman

TOMY International

(Designer and Marketer of Toys and

Infant Products)

Director Since: 2011

Committee(s): Compensation

Michael J. Small

President and CEO

Gogo, Inc.

(Airborne Communications Service Provider)

Director Since: 2010

Committee(s): Audit and Nominating and
Corporate Governance

Phupinder S. Gill

CEO

CME Group, Inc.

(Global Derivatives Marketplace and Exchange)

Director Since: 2010

Committee(s): Compensation

Ellen A. Rudnick

Executive Director

Polsky Center for Entrepreneurship

University of Chicago Booth School of Business

(Graduate School of Business)

Director Since: 2005

Committee(s): Advisory, Audit and
Nominating and
Corporate Governance

Vote For Director Nominees
To Serve Until 2015

Barbara A. Boigegrain

General Secretary and CEO

General Board of Pension and Health Benefits

Of The United Methodist Church

(Pension, Health and Welfare Benefit Trustee

and Administrator)

Director Since: 2008

Committee(s): Compensation

Robert P. O’Meara

Chairman of the Board

First Midwest Bancorp, Inc.

Director Since: 1982

Committee(s): Advisory

Advisory Vote To Appoint

Ernst & Young LLP

As Independent Auditors

Advisory Vote To Approve

Executive Compensation

Advisory Vote To Approve

Frequency of Advisory Approval of

Executive Compensation

Results

Adjournment

Management Presentation

Michael L. Scudder

•Operating & Strategic Overview

Paul F. Clemens

•Operating Performance

Mark G. Sander

•Strategy Execution

Michael L. Scudder

•Closing Remarks

Forward Looking Statements

This presentation may contain, and during this presentation our management may
make statements that may constitute “forward-looking statements” within the meaning
of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not historical facts but instead represent only our
beliefs regarding future events, many of which, by their nature, are inherently uncertain
and outside our control. Forward-looking statements include, among other things,
statements regarding our financial performance, business prospects, future growth and
operating strategies, objectives and results. Actual results, performance or
developments could differ materially from those expressed or implied by these forward-
looking statements. Important factors that could cause actual results to differ from
those in the forward-looking statements include, among others, those discussed in our
Annual Report on Form 10-K and other reports filed with the Securities and Exchange
Commission, copies of which will be made available upon request. With the exception
of fiscal year end information previously included in our Annual Report on Form 10-K,
the information contained herein is unaudited. Except as required by law, we
undertake no duty to update the contents of this presentation after the date of this
presentation.

Non-GAAP Disclaimer

This presentation contains GAAP financial measures and, where management
believes it to be helpful in understanding the Company’s results of operations or
financial position, non-GAAP financial measures. Where non-GAAP financial
measures are used, the most directly comparable GAAP financial measure, as
well as the reconciliation to the most directly comparable GAAP financial measure
can be found in the Company’s current quarter earnings release or Quarterly
Report on Form 10-Q which can be found on the Company’s website at
www.firstmidwest.com/secfilings. Non-GAAP financial measures in this
presentation include core operating earnings and pre-tax, pre-provision return on
risk weighted average assets. Both of these measures are useful in
understanding the performance and trends of the Company’s core franchise over
time without respect to investment securities gains/losses, taxes, provisions
expense and OREO losses, each of which can significantly vary from quarter to
quarter, and therefore may distort the Company’s underlying performance.

• $8.0 Billion Assets

– $6.5 Billion Deposits

• Strong, Low Cost Core Deposits

• 75% Transactional

– $5.4 Billion Loans

• IL’s Largest Ag Lender

– $5.5 Billion Trust Assets

• IL’s 4th Largest Bank Asset Manager

• Full Retail And Commercial
Product Line

– Organized Around Clients And
Markets

– 240,000 Retail And 26,000
Commercial Relationships

1 Information as of 3/31/12

A Premier Community Bank1

In Premier Markets

• 70 Plus Years Of
Community Banking

• Headquartered In Suburban
Chicago

– #8 Suburban Market Share

• Retail Banking Platform 1

– Approximately 100 Locations

– $73 Million Average
Deposits/Branch

– Over 1,800 Employees

1 As of 12/31/11

Mission Statement

We are in the business of helping clients achieve financial success
throughout their economic life. We do so by focusing on the broad range of their
financial needs and delivering quality services that truly fulfill those needs.

We believe that only if each of us, those dealing directly with clients as well as
those who support client contact people, assumes personal responsibility
for the financial success of every client we come in contact with, will
their success be assured.

We further believe that in fulfilling clients’ financial needs we are creating significant
value for them while at the same time creating value for ourselves and the company.

The financial success of our clients, thusly, will define our
success as well as the company.

Our Core Values Provide Direction

•Economy and Business Climate

•Banking Industry - Expectations & Perspectives

•Strategic & Performance Highlights

Operating Environment &
Strategic Overview

Economic Environment

• Positive Signs Emerging, Still Fragile

• Consumer Spending and Housing Stronger

• Employment Uneven

• European Instability, U.S. Elections Creating Uncertainty

• Concerns Remain as to Sustainability

Overall Economy on Better Footing

Continued Low Rate Environment

Consumer /
Investor
Protection

Mortgage

Deposit

Products

Capital

• Trickle Down Regardless

• More Mortgage Rules

• Simplify Standards

• Higher Delivery Costs

• Eliminates Brokers

• Overdraft Processing

• Interchange Fee Limits

• Fee Pressures

• Relook At Product Mix

• Basel III

• Stress Testing

• Risk Management

• Elevated Capital

Key Legislative Elements

• Creation of CFPB

Regulatory Environment

Impact On Us

• Fair Lending, Increased Scrutiny

Impacting The Industry

Higher Cost and Lower Margin Pressuring
Earnings As Credit Improves

Market Opportunities

• Environment Creates Opportunities

• Expansion

• Efficiency

• Within Chicago Market

- 37 Failures Since Start Of 2009

- 35 Institutions ($24 Billion) With Texas Ratio > 100%

• Consolidation Expected

• Well Positioned To Benefit

- Strong Capital, Solid Reputation

- Experienced Team

- 4 Transactions, $1 Billion Since 2008

Our Priorities

2011 and Beyond

•Lower Nonperforming Assets

•Proactive, Responsible Liquidation

•Diversify and Strengthen Lending

•Grow Core Deposits and Revenue Sources

•Maximize Efficiency

•Returned TARP

•Strengthen Earnings, Dividend Capacity

•Assess Alternative Capital Uses, M&A

Credit Remediation
& Liquidation

Strengthen Core
Business

Prudent Capital

Management

Path To Repayment of TARP
2008 to 2011

•Non-performing Assets Down 30% from Peak

•Construction Exposure Reduced by 72%

•Altered Balance Sheet Mix, Retained Earnings

•Subordinated and Trust Preferred Debt Repurchase

•Raised Common Equity and Senior Debt

•Acquired $900 Million in Deposits

•Resources Aligned and Expanded Markets

•Maintained Customer and Employee Services

Improvement in Credit
Quality

Active Capital
Management

Strengthened Our
Business

Actions Aligned with Shareholder Interests

Organizational Alignment
2011 and 2012

• Mark Sander, Chief Operating Officer

• Thomas Prame, Director of Retail Banking

• Kevin Moffitt, Chief Risk Officer

• Sales and Support Teams

• Wealth Management, Commercial Sales

• Expanded Market Reach

• Mortgage and Niche Development

• Retail Product Design, Branch Delivery

People

Alignment

Product & Distribution

Enhancing and Allocating Resources

To Areas of Growth

2010 2011 2012 2013 2014

Paul F. Clemens

First Midwest Bancorp, Inc.

Executive Vice President & CFO

Operating Performance

• Organizational Realignment (4Q11, 1Q12)

• Elimination Of 140 Positions

• Severance-Related Costs Of $2.5 Million

• Annualized Savings of $7 Million

• Redeemed $193 Million Of TARP Preferred (4Q11)

• One-time Charge $1.5 Million

• Eliminates Preferred Dividends Of $10.3 Million Annually

• Acquired $107 Million In Deposits (4Q11)

• $70 Million Of Core Deposits

• Gain Of $1.1 Million

Performance Highlights

2011 Operating Results

Margin Pressure Offset by

Lower Credit Costs

	December 31
Key Operating Metrics	2011	2010	Improved
Net Income (Loss)	$ 25.4	$ (19.7)	NM
Core Operating Earnings	$129.9	$136.4	(5%)
Loan Loss Provision	$ 80.6	$147.3	45%
Net Interest Margin	4.04%	4.13%	(2%)
Efficiency Ratio	62.1%	58.8%	(6%)

2011 Operating Results

Stronger Liquidity and Capital,
Credit Improved, Sustained Lending

1 Includes covered loans and OREO

2 Excludes covered loans

	December 31
Other Key Metrics	2011	2010	Improved
Transactional Deposits, Average	$4,755	$4,322	10%
Loans, Period End1	$5,349	$5,472	(2%)
Non-Performing Assets2	$248.4	$269.5	8%
Loan Charge-Offs	$103.7	$147.1	30%
Tier 1 Common Capital	10.26%	9.81%	5%

Operating Results, 1Q 2012

Net Income Up,

Margin Impacted By Debt and Liquidity

	First Quarter
Key Operating Metrics	2012	2011	Improved
Net Income	$7.8	$7.3	7%
Core Operating Earnings	$28.6	$31.1	(8%)
Loan Loss Provision	$18.2	$19.5	7%
Net Interest Margin	3.88%	4.15%	(7%)
Efficiency Ratio	64.6%	62.7%	(3%)

Operating Results, 1Q 2012

	First Quarter
Other Key Metrics	2012	2011	Improved
Average Earning Assets	$7,088	$7,232	(2%)
Cash and Equivalents	$486	$526	(8%)
Transactional Deposits, Average	$4,823	$4,528	7%
Loans, Period End	$5,389	$5,445	(1%)
Tier 1 Common Capital	10.38%	9.96%	4%

Significant Liquidity And Capital,

Ability to Benefit as Conditions Stabilize

Core Business Is Strong

Pre-Tax, Pre-Provision Earnings / RWA

Efficiency Ratio

Mark G. Sander

First Midwest Bancorp, Inc.

Senior Executive Vice President

First Midwest Bank

President & COO

Strategy Execution

Non-Performing Assets

Improved Metrics, Progress Impacted By

Slow Recovery, Softened Real Estate Market

Chicago Peer

National Peer

Focus Remains on Disposition
of Problem Assets

Short Term Mid-Term Long-Term

Holding Period

• Actively Driving Problem Assets Lower

• Market Impacted by Illiquidity and Inventory

• Cycle to Date Losses in Line with Peers

Higher

Lower

Strengthening Our Business

Delivering On Multiple Fronts

1. Asset Formation

3. Efficiency

2. Fee Income/Deposits

4. Investment In Core

• Focused and Enhanced Sales

• New Mortgage Platform

• Asset-Based and Other Niches

• Wealth and Treasury Management

• Core Deposit Growth

• Reduction in Costs

• Performance Management

• Strategic Distribution

• Internet And ATM Platform

• Strengthen Brand

Loan Portfolio

EXCEL SOURCE range
$C$4:$F$12 copied at 13-
Jan-11 05:12:53:
FMBICS\2011
Presentations\January -
Earnings
Presentation\Excel\Credit
Data.xlsx (YoY Change)

	12/31/08		3/31/12
	$	%	$	%	Change
Commercial and Industrial	$ 1,707	32%	$ 1,735	32%	2%
Construction	866	17%	242	5%	(72%)
Commercial Real Estate	2,041	38%	2,497	46%	22%
Consumer	746	13%	664	12%	(11%)
Covered	--	--	251	5%	NM
Total Loans	$ 5,360	100%	$ 5,389	100%	1%

Serving Markets, Diversifying Mix

47% Owner Occupied Real Estate

Changing Loan Trajectory

Expanding Our Sales and Footprint:

•Enhancing Existing Teams

•Chicago Loop, Du Page Markets

•Asset Based and Other Niches

•Mortgage Platform

Wealth Management

• Revenues Up 34% Since
2008

• $5.5 Billion in Trust Assets

• 4th Largest Bank Asset
Manager in IL

Expanding Our Reach

Over 1,000 ATMs Locally and 43,000 Nationally

Available to Clients at No Cost

• Colleagues

– Enhanced Sales

– Talent Development

• Delivery Channels

– Retail Branch Network

– Internet and Mobile Banking

– Commercial, Treasury Management

– Wealth Management

• Client Relationships

Building Our Business

Michael L. Scudder

First Midwest Bancorp, Inc.

President & CEO

Closing Remarks

2012 Is A Year Of Transition

• Economic Conditions Improving, but Fragile

• Regulatory and Capital Requirements Evolving

• Credit Improving, Remediation Uneven

• Aligning Resources With Growth and Opportunity

Positioning For Long Term Success

As We Evolve to “New” Normal

Shareholder
Value

Priorities Remain Same

Well Capitalized

Significant Capital, Provides Flexibility

First Midwest Ratios	FM Actual	Well Capitalized	Excess Capital	Excess %
Total Risk-Based Ratio	13.47%	10.00%	$217,431	35%
Tier 1 Risk-Based	11.41%	6.00%	$338,648	90%
Tier 1 Leverage Ratio	9.38%	5.00%	$333,423	88%

Capital Management Priority

Emphasis on Return to

“Normalized” Capital

Requirements

Uses

• Stronger Earnings

• Reduced Credit Risk

• Regulatory Clarity

• Growth

• Dividend

• Repurchase

• M & A

	Price Change %		Market Price to: Value to:
	FY 2011	Jan- March 2012	2012 Estimate	Tang Book Value	Core Deposits
FMBI	(12.1)	2.7	16.0x	1.3x	3.5x
Peers
Chicago	(14.2)	30.1	19.7x	1.2x	2.5
National	(5.9)	13.5	14.8x	1.5x	6.7
SNL Midwestern Banks (72)	(7.5)	14.0	13.1x	1.2x	2.2

Market Valuation
As of March 31, 2012

Source: SNL

Markets Volatile, Valuing Growth and Credit Quality
Execution Drives Improvement

• Road to “New Normal” Uneven

• We Have Advantages That Create Opportunities

• Strong Core Deposit

• Engaged and Enhanced Workforce

• Good Markets, Growing Opportunities

• Significant Capital and Liquidity

Well Positioned, Have to Stay Focused

and Invest In Ourselves

In Closing

Chicago Peers - Means collectively the companies with the ticker symbol MBFI, WTFC, PVTB, and TAYC.

Core Deposit - Includes demand, savings and NOW accounts.

Core Operating Earnings - Means the Company’s pre-tax pre-provision operating earnings for the stated period, which reflect the
Company’s operating performance before the effects of credit-related charges and other unusual, infrequent, or non-recurring revenues and
expenses. This is a non-GAAP financial measure.

Covered Loans or Assets - Means loans or assets which the Company acquired via an FDIC-assisted transaction.

National Peers - Means collectively the companies with the ticker symbol SRCE, CHFC, CRBC, FCF, FMER, MBFI, ONB, PNFP, PVTB,
PFS, STSA, SUSQ, UMBF, UMPQ, VLY, TAYC, TCBI, TRMK, WSBC, WTFC.

Net Interest Income - Means the difference between interest income and fees earned on interest-earning assets and interest expense
incurred on interest-bearing liabilities, presented on a tax-equivalent basis, assuming a federal income tax rate of 35%.

Non-Performing Assets - Means non-accrual loans (the majority of which are past due), loans 90 days or more past due and still accruing
interest and OREO.

SNL Midwestern Banks - Means 72 Midwest based banks

Tier 1 Common Capital - Means tier 1 capital, less trust preferred securities, divided by risk based assets.

Note:

• Unless otherwise indicated, all dollar amounts used in this presentation are in millions except per share information.

• Unless otherwise indicated, all loan information includes Covered Loans.

• Peer information source for this presentation from SNL.

Certain Terms Used In this Presentation