Independent BancShares, Inc.

price = USD 7.0-11.0...old in transactions where we are aware of the trading prices. Thus our shares are not actively traded. During 2008, the 11,205 shares of common stock that were sold were at prices between $7.00 and $11.00 per share; and in 2009, the 21,963 shares that were sold through June 30, 2009 were at prices between $4.75 and $7.00 per share. In concluding that the transaction is 20 Table of Contents substantively fair to our unaffiliated sh...

price = USD 7.0-11.0...old in transactions where we are aware of the trading prices. Thus our shares are not actively traded. During 2008, the 11,205 shares of common stock that were sold were at prices between $7.00 and $11.00 per share; and in 2009, the 21,963 shares that were sold through June 30, 2009 were at prices between $4.75 and $7.00 per share. In concluding that the transaction is 22 Table of Contents substantively fair to our unaffiliated sh...

price = USD 7.0-11.0...old in transactions where we are aware of the trading prices. Thus our shares are not actively traded. During 2008, the 11,205 shares of common stock that were sold were at prices between $7.00 and $11.00 per share; and in 2009, the 21,963 shares that were sold through June 30, 2009 were at prices between $4.75 and $7.00 per share. In concluding that the transaction is 22 Table of Contents substantively fair to our unaffiliated sh...

threshold = 400...ng the procedures outlined in this proxy statement. Q: Do I need to attend the special meeting in person? A: No. You do not have to attend the special meeting to vote your Independent Bancshares shares. Q: Should I send in my stock certificates now? A. No. If you own in record name fewer than 400 shares of common stock of record after the reclassification transaction is completed, our transfer agent will send you written instructions for exchanging your stock certificates for shares of preferred stock. If you own in record name 400 or more shares of our common stock, you will continue to hold the same shares after the reclassification t...

threshold = 400...cribed in this Proxy Statement. 2 Table of Contents Q: Do I need to attend the special meeting in person? A: No. You do not have to attend the special meeting to vote your Independent Bancshares shares. Q: Should I send in my stock certificates now? A. No. If you own in record name fewer than 400 shares of common stock of record after the reclassification transaction is completed, our transfer agent will send you written instructions for exchanging your stock certificates for shares of preferred stock. If you own in record name 400 or more shares of our common stock, you will continue to hold the same shares after the reclassification t...

threshold = 400...cribed in this Proxy Statement. 2 Table of Contents Q: Do I need to attend the special meeting in person? A: No. You do not have to attend the special meeting to vote your Independent Bancshares shares. Q: Should I send in my stock certificates now? A. No. If you own in record name fewer than 400 shares of common stock of record after the reclassification transaction is completed, our transfer agent will send you written instructions for exchanging your stock certificates for shares of preferred stock. If you own in record name 400 or more shares of our common stock, you will continue to hold the same shares after the reclassification t...

txn_type = CONSOLIDATION...e resulting lack of an active market for our shareholders; • the desire that a going-private transaction could be structured in a manner that all shareholders would still retain an equity interest in the company, and would not be forced out by means of a cash reverse stock split or other transaction; and • the estimated expense of a going private transaction. At a meeting of the board of directors held on January 27, 2009, the board continued to review the terms of the possible going private transaction. Management provided information regarding the number of resultant shareholders if a 400 share cutoff number w...

txn_type = CONSOLIDATION...e resulting lack of an active market for our shareholders; • the desire that a going-private transaction could be structured in a manner that all shareholders would still retain an equity interest in the company, and would not be forced out by means of a cash reverse stock split or other transaction; and • the estimated expense of a going private transaction. At a meeting of the board of directors held on January 27, 2009, which was attended by all of the directors including Mr. Imes (executive management) and legal counsel, the board continued to review the terms of the possible going private transaction. Manag...

txn_type = CONSOLIDATION...e resulting lack of an active market for our shareholders; • the desire that a going-private transaction could be structured in a manner that all shareholders would still retain an equity interest in the company, and would not be forced out by means of a cash reverse stock split or other transaction; and • the estimated expense of a going private transaction. At a meeting of the board of directors held on January 27, 2009, which was attended by all of the directors including Mr. Imes (executive management) and legal counsel, the board continued to review the terms of the possible going private transaction. Manag...