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CNB Financial Corp. Announces Plan to Hold Special Meeting of Shareholders

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^{Published in Business and Finance on Thursday, December 11th 2008 at 14:06 GMT by Market Wire}  

WORCESTER, Mass.--([ BUSINESS WIRE ])--CNB Financial Corp., (OTCBB:CFNA) the parent company for Commonwealth National Bank, announced today that it has filed a preliminary proxy statement with the Securities and Exchange Commission to hold a special meeting of shareholders to amend CNB Financial Corp.'s Articles of Organization to allow for the issuance of preferred stock. This is necessary to allow the Company to participate in the U.S. Department of Treasury's Capital Purchase Program (the "Program"). The Company recently received preliminary approval to participate in the Program for a maximum amount of $7 million under which the Company would issue to the Treasury $7 million non-voting shares of preferred stock and a warrant to purchase $350,000 in additional preferred shares.

President and Chief Executive Officer Charles R. Valade said, "We are pleased to be among the healthy financial institutions that the Treasury has invited to participate in this Program. Our primary reasons for considering participating in this Program are to:

• Enhance our ability to support economic activity in the local communities we serve;
• Increase our lending capabilities;
• Improve our ability to proactively work with our borrowers in difficult times; and
• Provide capital to support the continued growth of our franchise."

Mr. Valade added, "We believe that our voluntary participation in the Treasury's Capital Purchase Program is a prudent step during these uncertain times and a positive for our shareholders and customers. Even in this difficult economic environment there are opportunities for the Company to lend and grow its assets. We believe that our current financial strength, combined with this additional low-cost capital will position us well as the economy recovers."

Commonwealth National Bank, a wholly-owned subsidiary of CNB Financial Corp., opened its doors in December 2001. It was the first new bank started in the Worcester area in more than 15 years. Recognized for its personalized service, state-of-the art products and experienced bankers, Commonwealth has branches in Worcester at 33 Waldo Street, One West Boylston Street and 1393 Grafton Street, as well as at 564 Main Street in Shrewsbury, 701 Church Street in Northbridge and 26 West Boylston Street in West Boylston, Massachusetts.

For more information about Commonwealth National Bank and CNB Financial Corp., including detailed financial information, please visit: [ www.commonwealthworcester.com ]

This release contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of CNB Financial Corp.These forward-looking statements are generally identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. CNB Financial Corp.'s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of CNB Financial Corp. and its subsidiary include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in CNB Financial Corp.'s market area, changes in real estate market values in CNB Financial Corp.'s market area, changes in relevant accounting principles and guidelines and inability of third party service providers to perform. Additional factors that may affect our results are discussed in CNB Financials Corp.'s annual report included in the section titled "Risk Factors", and in other reports on file with the Securities and Exchange Commission.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, CNB Financial Corp. does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.