Bank of Idaho : Notice & Proxy for Special Shareholder's Meeting

NOTICE OF SPECIAL MEETING

OF SHAREHOLDERS

May 10, 2022

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of Bank of Idaho Holding Co. (the "Company") will be held Tuesday, May 10, 2022, at the hour of 11:00 a.m. MDT to be held virtually for the purpose of considering and voting upon the following matters:

1. To approve an amendment to the Company's Amended and Restated Articles of Incorporation, as amended to date, increasing the number of authorized shares of Common Stock from 3,000,000 shares to 5,000,000 shares.

2.

The transaction of such other and further business as may properly come before the Meeting or any adjournment thereof.

You are advised that under the provision of Idaho Code § 30-29-722, you may attend the Meeting virtually for the purpose of voting for matters to be addressed at the Meeting, and on any other matters of business to properly come before the Meeting, or you may execute and promptly return the enclosed proxy. A return envelope is enclosed. Alternatively, you may also vote using internet voting (online vote cutoff is 11:59 PM ET on May 9, 2022), please follow the instructions at the top of the enclosed proxy card. The approval of the amendment to the Company's Amended and Restated Articles of Incorporation requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock.

Please note that the Meeting will not be held in person, but, rather, will be held virtually. You may attend virtually by entering this address in your browser: tinyurl.com/4dccm357 or by phone by calling 1-208-

994-4752, code 155828920#.

You are advised that your proxy gives discretionary authority to your attorney-in-fact to vote and act upon any other matters that may come before the Meeting or any adjournment thereto.

The Board of Directors has fixed the close of business on March 25, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at such Meeting or any adjournment(s) thereof.

DATED this 11th day of April, 2022.

JEFF NEWGARD, President Bank of Idaho Holding Co.

BANK OF IDAHO HOLDING CO.

PROXY STATEMENT

April 11, 2022

This proxy is solicited on behalf of the Board of Directors of Bank of Idaho Holding Co. (the "Company") in connection with a Special Meeting of Shareholders of the Company to be held Tuesday, May 10, 2022 at 11:00 a.m. MDT, to be held virtually. You may attend "in person" virtually by entering this address in your browser: tinyurl.com/4dccm357 or by phone by calling 1-208-994-4752, code 155828920#. The proxy may be used whether or not you attend the meeting.

Your vote is very important. For this reason, the Board of Directors is requesting that you permit your voting Common Stock to be represented at the meeting by the Board of Directors. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

ABOUT THE MEETING

Who Can Vote

Bank of Idaho Holding Co. has two classes of stock - Common Stock (which is voting common stock) and Class B Common Stock (which is non-voting common stock). You may vote only if you owned shares of Bank of Idaho Holding Co. Common Stock as of the close of business on the record date of March 25, 2022. Each share of Common Stock is entitled to one vote. Shares of Class B Common Stock have no associated voting rights. At the close of business on March 25, 2022, there were 1,995,373 shares of Common Stock and 582,000 shares of Class B Common Stock outstanding. The enclosed proxy ballot shows the number of shares of Common Stock that you are entitled to vote. Your individual vote is confidential and will not be disclosed to persons other than those recording the vote or as applicable law may require.

How Do I Vote

You have two options to vote your proxy, internet and mail. Instructions for both options are included on your proxy card. Internet vote cutoff is 11:59 PM ET on May 9, 2022. You may also attend virtually and vote in person during the meeting.

Every vote is important! Please vote your shares promptly.

What Am I Voting On

1) A proposal to amend the Company's Amended and Restated Articles of Incorporation (the "Articles of

Incorporation") to increase the number of authorized shares of Common Stock from 3,000,000 shares to 5,000,000 shares.

2)Proxies are given discretionary authority to vote and act upon such other matters as may properly come before the meeting or any other adjournment thereof.

Can I Change My Vote

You may revoke your proxy and change your vote at any time before the cutoff time of May 9, 2022 at 11:59 PM ET. You may do this by contacting the Company's transfer agent, Transfer Online Inc., at 503-227-2950, to request a change in your vote.

Quorum Needed to Hold the Meeting

In order to conduct the meeting, a majority of Bank of Idaho Holding Co. shares entitled to vote must be present in person or by proxy. This is called a quorum. If you return valid proxy instructions or vote in person at the meeting, you will be considered part of the quorum.

Counting Your Vote

If you provide specific voting instructions, your shares will be voted as instructed. If you hold shares in your name and sign and return a proxy ballot without giving specific voting instructions, your shares will be voted as recommended by our Board of Directors. If you hold your shares in your name and do not return valid proxy instructions or vote in person at the meeting, your shares will not be voted. If you choose to vote online, the cutoff for your vote to be counted is 11:59 PM ET on May 9, 2022.

Voting of Shares in the Name of two or More Persons

When ownership stands in the name of two or more persons, in the absence of written directions to the Company to the contrary, at any meeting of the shareholders of the Company, any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Voting of Shares by Certain Holders

Shares standing in the name of another corporation may be voted by an officer, agent, or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provisions, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares standing in the name of the receiver or trustee in bankruptcy of the shareholder may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

How You Can Vote Shares Held by a Broker, Bank or Other Nominee

If your shares are held in the name of a broker, bank or other nominee, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares in person at the Meeting, you should contact your broker or agent to obtain a legal proxy or broker's proxy card and provide it to the Company in advance of the Meeting in order to vote.

For shares held in "street name" through a broker, bank or other nominee, the broker, bank or nominee may not be permitted to exercise voting discretion with respect to the matters to be acted upon. Thus, if you do not give your broker, bank or nominee specific instructions, your shares may not be voted on those matters and will have the same effect as a "No" vote in determining whether the proposal is approved.

What Vote is Needed

Proposal 1: The approval of the amendment to the Articles of Incorporation requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock.

An abstention or failure to vote will have the same effect as a vote against the amendment to the Articles of Incorporation.

Our Voting Recommendation

Our Board of Directors recommends that you vote:

• • Proposal 1: "FOR" the amendment to the Company's Articles of Incorporation.

Proxy ballots that are timely signed, dated and returned but do not contain instructions on how you want to vote will be voted in accordance with our Board of Director's recommendations.

Voting Results

The preliminary voting results will be announced at the meeting.

PROPOSALS

PROPOSAL 1 (Amendment to Articles)

Amendment to the Company's Articles of Incorporation increasing the number of authorized shares of Common Stock from 3,000,000 shares to 5,000,000 shares.

Overview

The Company's Board of Directors has unanimously approved a proposal to amend its Articles of Incorporation to increase the authorized shares of Common Stock of the Company from 3,000,000 shares to 5,000,000 shares, subject to shareholder approval. The Board has declared this amendment to be advisable and in the best interest of the Company and recommended that this proposal be presented to the Company's shareholders for approval. The text of the form of proposed amendment to the Company's Articles of Incorporation to increase the authorized shares of Common Stock is attached to this proxy statement as Appendix A.

If the Company's shareholders approve this Proposal, the Company expects to promptly file articles of amendment to the Company's Articles of Incorporation with the Secretary of State of the State of Idaho to increase the number of authorized shares of Common Stock. Upon filing, the articles of amendment to the Company's Articles of Incorporation will increase the number of authorized shares of Common Stock from 3,000,000 to 5,000,000 shares.

Reasons for the Increase in Authorized Shares

As of March 25, 2022, the record date for the Meeting, the Company had an aggregate of 1,995,373 shares of Common Stock outstanding and 582,00 shares of Class B Common Stock outstanding. Accordingly, at present, the Company only has 1,004,627 shares of Common Stock and 418,000 shares of Class B Common Stock available for future issuances. Of this amount, there are currently 847,813 shares of common stock reserved for potential conversion from Class B Common Stock, issuance upon exercise of stock options and purchase by the KSOP, which effectively leaves only 156,814 shares of Common Stock available for future issuances.

On March 18, 2022, the Company entered into a non-binding letter of intent to acquire several bank branches currently operated by another bank and located in a nearby state in the northwest (the "Acquisition"). Theacquired branches will likely have between approximately $270 million and $330 million in deposits. Certain buildings for the branches are owned and others are leased. The branches will also likely own between approximately $70 million and $85 million in loans, which are a combination of multi-family, agricultural, construction, commercial and industrial, and consumer loans. The premium the Company will pay on the deposits to be acquired in the Acquisition is anticipated to be approximately 3.50% of the deposits acquired. The Company intends to assume the deposits and receive an equal amount of funds from the selling bank. In addition, the Company currently anticipates purchasing the loans owned by the branches at par. The Company also anticipates paying fair market value for the real estate, which is estimated to be approximately $1.85 million. The Company also anticipates that it will assume the real estate leases for the leased branches it acquires.

As a result of the Acquisition, the Company will be required to increase its regulatory capital in order to support its expanded operations. The Company intends to obtain at least $35 million of additional regulatory capital through the issuance of additional shares of Common Stock in a private placement. The Acquisition is anticipated to close in July or August 2022, subject to negotiation of a definitive purchase agreement, completion of the Company's due diligence review of the branches, their operations, the loan portfolio and the deposits, the closing of the equity offering to raise sufficient additional equity capital to support the Acquisition and customary closing conditions, including receipt of regulatory approvals.

At present, the Company does not have sufficient authorized shares of its Common Stock to permit the issuance of additional shares of Common Stock in order to raise the additional equity capital required in connection with the Acquisition. Accordingly, the Company will not be able to complete the Acquisition if the amendment to the Articles of Incorporation is not approved at the Meeting. There can be no assurance that the Acquisition will close even if the amendment to the Articles of incorporation is approved.

In addition, although at present the Company has no commitments or agreements to issue additional shares of Common Stock, it desires to have additional shares available to provide additional flexibility to use its capital stock for business and financial purposes in the future. These purposes may include, among others:

• • raising capital;

• • issuing additional shares to the Company's Employee Stock Ownership Plan;

• • providing equity incentives to employees, officers or directors in the form of stock options or restricted stock awards; and

• • general corporate purposes.

Effects of the Increase in Authorized Shares

The terms of additional shares of Common Stock will be identical to those of the currently outstanding shares of the Company's Common Stock. However, because holders of the Company's Common Stock have no preemptive rights to purchase or subscribe for any unissued shares of the Company, the issuance of any additional shares of Common Stock authorized as a result of the increase in the number of authorized shares of Common Stock will reduce the current shareholders' percentage of ownership interest in the total outstanding shares of Common Stock.

In general, future issuances of shares of the Company's Common Stock or Class B Common Stock will not require additional shareholder approval.

The proposed increase in the authorized number of shares of Common Stock could have a number of effects on the shareholders of the Company depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the