⁽¹⁾ Audit fees consisted of fees billed by Crowe ~~Horwath~~ LLP for professional services rendered for the audit of the Company’s consolidated financial statements, reviews of the consolidated financial statements included in the Company’s quarterly reports on Form 10-Q, and the audit of the Company’s internal controls over financial reporting. The audit fees also relate to services such as consents and audits of mortgage banking subsidiaries.

⁽²⁾ Audit-related fees consisted of fees billed by Crowe ~~Horwath~~ LLP for audits of certain employee benefits plans.

⁽³⁾ Tax fees consisted of fees billed by Crowe ~~Horwath~~ LLP for the compilation and review of the Company’s tax returns.

Procedures. The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of any public accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. Any accounting firm appointed by the Company reports directly to the Audit Committee.

The Audit Committee must preapprove all auditing services and permitted non-audit services by its independent auditors and the fees to be paid by the Company for these services, except for those fees qualifying for the “de minimis exception” which provides that the preapproval requirement for certain non-audit services may be waived if certain express standards and requirements are satisfied prior to completion of the audit under certain conditions. This exception requires that the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenue paid to the audit firm by the Company during the fiscal year in which the services are provided. This exception also requires that at the time of the engagement, the Company did not recognize such services to be non-audit services, and such services are promptly brought to the attention

of the Audit Committee and approved prior to the completion of the audit by the Audit Committee. During fiscal year ~~2017,~~2020, there were no non-audit services that were provided using this exception.

The Audit Committee may delegate to one or more members of the Audit Committee the authority to grant preapprovals of non-audit services and fees. In such event, the decisions of the member or members of the Committee regarding preapprovals are presented to the full Audit Committee at its next meeting. The Audit Committee preapproved 100% of all services performed ~~on behalf of~~for the Company by Crowe ~~Horwath~~ LLP during fiscal year ~~2017.~~2020.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE
RATIFICATION OF THE SELECTION OF CROWE ~~HORWATH~~ LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The material in this report is not soliciting material and is not deemed filed with the SEC. It is not incorporated by reference in any of the Company’s filings under the Securities Act of 1933 or the Exchange Act, whether made in the past or in the future even if any of those filings contain any general incorporation language.

The Audit Committee is composed of ~~four~~five Directors who are neither officers nor employees of the Company, and who meet the NASDAQ independence requirements for Audit Committee members. The Audit Committee selects, appoints and retains the Company’s independent auditors and is responsible for their compensation and oversight.

In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent auditors. The auditors express an opinion on the conformity of the Company’s annual financial statements to United States generally accepted accounting principles and on internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements for the fiscal year ~~2017~~2020 and discussed them with Management and with Crowe ~~Horwath,~~ LLP, the Corporation’s independent registered public accountants.

Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. Management also represented that it performed an assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2017,~~2020, and that internal control over financial reporting was effective. The independent auditor discussed with the Audit Committee matters required to be discussed by Auditing Standard of the Public Accounting Oversight Board (PCAOB), including certain matters related to the conduct of an audit and to obtain certain information from the Audit Committee relevant to the audit.

The auditors also provided to the Audit Committee the written disclosures and the letter from the independent auditors required by PCAOB standards. The Audit Committee discussed with auditors the firm’s independence.

Based on the Audit Committee’s discussion with Management and the independent auditors, the Audit Committee’s review of the representations of Management and the Report of the Independent Auditors to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2020 for filing with the SEC.

To be considered for inclusion in the Company’s Proxy Statement and form of proxy for next year’s Annual Meeting, shareholder proposals must be delivered to the Corporate Secretary, Westamerica Bancorporation A-2M, P.O. Box 1200, Suisun City, CA 94585, no later than 5:00 p.m. on November 12, ~~2018.~~2021. However, if the date of next year’s Annual Meeting is changed by more than 30 days from the date of this year’s meeting, the notice must be received by the Corporate Secretary a reasonable time before we begin to produce and distribute our Proxy Statement. All such proposals must meet the requirements of Rule 14a-8 under the Exchange Act.

In order for business, other than a shareholder proposal submitted for the Company’s Proxy Statement, to be properly brought before next year’s Annual Meeting by a shareholder, the shareholder must give timely written notice to the Corporate Secretary. To be timely, written notice must be received by the Corporate Secretary at least 45 days before the anniversary of the day our Proxy Statement was mailed to shareholders in connection with the previous year’s Annual Meeting, orwhich will be January ~~25, 2019,~~26, 2022, for the ~~2019~~2022 Annual Meeting. If the date of the Annual Meeting is changed by more than 30 days, the deadline is a reasonable time before we begin to produce and distribute our Proxy Statement. A shareholder’s notice must set forth a brief description of the proposed business, the name and residence address of the shareholder, the number of shares of the Company’s common stock that the shareholder owns and any material interest the shareholder has in the proposed business. The Company will have discretionary voting authority with respect to any non-Rule 14a-8 proposals for the next annual shareholders meeting that are not received by January ~~25, 2019.~~26, 2022.

The requirements and process for shareholder nominations of director candidates are described under the heading “Nominating Directors” on page 13.

Westamerica reserves the right to reject, to rule out of order, or to take other appropriate action with respect to any proposal that does not comply with these and other applicable legal requirements.

Shareholders and other interested parties who wish to communicate with the Board may do so by writing to: Kris Irvine, VP/Corporate Secretary, Westamerica Bancorporation A-2M, P.O. Box 1200, Suisun City, CA 94585. The Directors have established procedures for the handling of communications from shareholders and other interested parties and have directed the Corporate Secretary to act as their agent in processing any communications received. All communications that relate to matters that are within the responsibility of one of the Board Committees are to be forwarded to the Chair of the appropriate Committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, are to be sent to Management. Solicitations, junk mail and obviously frivolous or inappropriate communications are not to be forwarded, but will be made available to any Director who wishes to review them.

The Board of Directors does not know of any matters to be presented at the Annual Meeting other than those specifically referred to in this Proxy Statement. If any other matters should properly come before the meeting or any postponement or adjournment of the meeting, the persons named in the enclosed proxy intend to vote

thereon in accordance with their best business judgment. If a nominee for Director becomes unavailable to serve as a Director, the Proxies will vote for any substitute nominated by the Board of Directors.

The Company will pay the cost of proxy solicitation. The Company has retained the services of Georgeson to assist in the proxy distribution at a cost not to exceed $2,000 plus reasonable out-of-pocket expenses. The Company will reimburse banks, brokers and others holding stock in their names or names of nominees or otherwise, for reasonable out-of-pocket expenses incurred in sending proxies and proxy materials to the holders of such stock.

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EXHIBIT A

Westamerica Bancorporation

Audit Committee Charter – Updated and Reaffirmed January ~~24, 2018~~27, 2021

The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the integrity of Westamerica Bancorporation’s (“Company”) financial statements, (2) the compliance by the Company with legal and regulatory requirements, (3) the independence, qualifications and performance of the Company’s registered public accounting firms (“independent auditor” or “independent auditors”) preparing or issuing an audit report or performing other audit, review or attest services for the Company, (4) the Company’s Internal Audit and control function, and (5) the Company’s Loan Review function. The Audit Committee shall prepare the report that the Securities and Exchange Commission (“SEC”) rules require be included in the Company’s annual proxy statement.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits, or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor.

The function of the Audit Committee is oversight. Management is responsible for the preparation and integrity of the Company’s financial statements. Management is responsible for maintaining appropriate accounting and financial reporting policies and an appropriate internal control environment. Subject to appointment, review and oversight by the Audit Committee, the independent auditor is responsible for planning and conducting a proper audit of the Company’s internal control environment and of its annual financial statements, reviewing the Company’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other ~~procedures.~~procedures.

The members of the Audit Committee shall meet the independence requirements of the Nasdaq Stock Market (“Nasdaq”) and the rules and regulations of the SEC. No member shall be an affiliated person (as defined in relevant SEC or Nasdaq rules) of the Company or any of its subsidiaries or have participated at any time in the preparation of financial statements of the Company or any current subsidiary during the prior three years, and each member shall be free of any relationship that would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a member of the Audit Committee. The Audit Committee shall include members with banking or related financial management expertise who are able to read and understand fundamental financial statements, including the Company’s balance sheet, statement of income and comprehensive income, statement of changes in shareholders’ equity and statement of cash flows and at least one member must have the additional financial sophistication as required by and as defined in Nasdaq rules.

The Committee shall be subject to the provisions of the Company’s bylaws relating to committees of the Board, including those provisions relating to removing committee members and filling vacancies. The members of the Audit Committee and its Chairman shall be appointed and may be removed by the Board on its own initiative or at the recommendation of the Nominating Committee. The Audit Committee shall have no fewer than three members. If not designated by the Board, the Audit Committee may designate a member as its Chair.

The Audit Committee, in its capacity as a committee of the Board, shall be directly responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditors, and each independent auditor must report directly to the Audit Committee. The Audit Committee, or its designee, will sign the independent auditor engagement letter. The Audit Committee shall be directly responsible for the resolution of disagreements between management and the independent auditor regarding financial reporting.

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The Audit Committee shall have the authority to retain independent legal, accounting or other advisors as it deems necessary to carry out its duties. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, compensation to any advisors employed by the Audit Committee, and ordinary administrative expenses that the Audit Committee deems to be necessary or appropriate in carrying out its duties.

~~A-1~~

The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee.

The Audit Committee shall pre-approve all auditing services and permitted non-audit services and fees to be paid for such services to be performed for the Company by its independent auditor, subject to the limited de minimis exceptions for non-audit services described in Section 10A of the Securities Exchange Act of 1934, provided that compliance with the limitations and procedural requirements of Section 10A is fulfilled. The Audit Committee may delegate to one or more designated members of the Committee the authority to grant pre-approvals of non-audit services and fees. Any such pre-approval shall be presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall have the authority to conduct investigations that are related to its responsibilities under this Charter or otherwise assigned to it by the Board.

In addition, the Audit Committee, to the extent that it deems necessary or appropriate shall:

Financial Statement and Disclosure Matters

Prepare the report required by the rules of the SEC to be included in the Company’s annual proxy statement.

Review the annual audited financial statements with management and the independent auditor, including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.

Review with management and the independent auditor any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting policies, practices and estimates, significant unusual transactions, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies; and review any reports prepared by or for management or the auditor with respect to these matters.

Review with the independent auditor their views regarding significant accounting or auditing matters when the independent auditor is aware that management consulted with other accountants about such matters and the independent auditor has identified a concern regarding these matters.

Obtain from the independent auditor information about significant aspects of the annual audit, including:

(a)

an overview of the overall audit strategy, particularly the timing of the audit, significant risks the auditor identified and significant changes to the planned audit strategy or identified risk;

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(b)

information about the nature and extent of specialized skill or knowledge needed in the audit; the extent of the planned use of internal auditors; company personnel or other third parties; and other independent public accounting firms or other persons not employed by the auditor who are involved in the audit;

(c)

the basis for the auditor’s determination that he or she can serve as principal auditor, if significant parts of the audit will be performed by other auditors;

(d)

situations in which the auditor identified a concern regarding management’s anticipated application of accounting pronouncements that have been issued but are not yet effective and might have a significant effect on future financial reporting;

(e)

difficult or contentious matters for which the auditor consulted outside the engagement team;

~~A-2~~

(f)

the auditor’s evaluation of management’s use of the going concern basis of accounting in the preparation of the financial statements;

(g)

departure from the auditor’s standard report;

(h)

other matters arising from the audit that are significant to the oversight of the Company’s financial reporting process, including complaints or concerns regarding accounting or auditing matters that have come to the auditor’s attention during the audit;

(i)

any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information;

(j)

any significant disagreements with management.

Annually review with the independent auditor the quality of the Company’s financial reporting, internal accounting and financial control, the auditor’s report or opinion thereon and any recommendations the auditor may have for improving or changing the Company’s internal controls, as well as management’s letter in response thereto and any other matters required to be discussed under relevant Statements of Auditing Standards and PCAOB Auditing Standard No. 1301 (as they may be modified or supplemented).

Review management’s proposed annual report on internal control over financial reporting which is required to be included in the Company’s 10-K pursuant to rules of the SEC.

Review with management and the independent auditor the Company’s quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditor’s review of the quarterly financial statements.

Review and discuss quarterly reports from the independent auditors on:

(a)

all critical accounting policies and practices to be used;

(b)

all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative treatments, and the treatment preferred by the independent auditor;

(c)

the matters required to be discussed by Statements on Auditing Standards, as may be amended or supplemented, relating to the audit of the Company’s periodic reports; and

(d)

other material written communications between the independent auditor and management.

10.

Meet periodically with management to review the Company’s major financial risk exposures and the policies and procedures that management utilizes to monitor and control such exposures.

11.

Discuss, prior to release by the Company, the earnings press releases (paying particular attention to any use of “pro forma,” or “adjusted” or other non-GAAP information) as well as financial information and earnings guidance provided to analysts and rating agencies, if any, as well as any financial information which the Company proposes to provide to financial analysts and rating agencies (being mindful of the need to avoid violations of SEC Regulation FD, which prohibits the selective disclosure of material information).

12.

Discuss the quarterly and annual financial statements with the appropriate officers and/or employees of the Company and with the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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13.

Review the schedule of unrecorded adjustments to the Company’s financial statements and the reasons underlying the Company’s assessment of the immateriality of such adjustments.

14.

Review prior to publication or filing and approve such other Company financial information, including appropriate regulatory filings and releases that include financial information, as the Audit Committee deems desirable.

~~A-3~~

15.

Review the adequacy of the Company’s system of internal accounting and financial control, including its “disclosure controls and procedures” and “internal control over financial reporting,” as defined in SEC Rules 13a-15(e) and 13a-15(f) under the Securities Exchange Act of 1934, and the Chief Executive Officer’s (“CEO”) and Chief Financial Officer’s (“CFO”) proposed disclosures and certifications with respect to these matters which are required to be included in the Company’s annual and quarterly reports to the SEC on Form 10-K and Form 10-Q.

16.

Review disclosures made to the Audit Committee by the Company’s CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

17.

Review the effect of regulatory and accounting initiatives on the financial statements of the Company.

Oversight of the Company’s Relationship with its Independent Auditors

18.

Review and evaluate the experience and qualifications of the lead members of each independent auditor’s team.

19.

Evaluate the performance and independence of each independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence. The opinions of management and the internal auditor shall be taken into consideration as part of this review.

20.

Receive and review a report from each independent auditor at least annually regarding the independent auditor’s independence and discuss such reports with the auditor. Ensure that each independent auditor submits a formal written statement, as required by PCAOB Rule 3526, as it may be amended or supplemented, describing all relationships between the independent auditor and any of its affiliates and the Company that might bear on the independent auditor’s independence. The independent auditor must also discuss with the Audit Committee the potential effects of any such relationships on the firm’s independence. Receive and review a formal written statement of the fees billed by the independent auditor for each of the categories of services requiring separate disclosure in the annual proxy statement.

21.

Obtain and review a report from each independent auditor at least annually regarding the independent auditor’s internal quality control procedures. The report should include any material issues raised by the most recent internal quality control review or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues. Obtain ~~auditor~~ and review inspection reports issued by the PCAOB under Section 104 of the Sarbanes-Oxley Act.

22.

Meet with each independent auditor prior to the audit to review the planning and staffing of the audit.

23.

Advise the Board of its determinations regarding the qualification, independence and performance of each independent auditor.

24.

Annually require the independent auditor to confirm in writing its understanding of the fact that it is ultimately accountable to the Audit Committee.

25.

Require the independent auditor to rotate every five years the lead audit partner in charge of the Company’s audit and the concurring audit partner responsible for reviewing the audit.

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26.

Periodically consider the advisability of rotating the independent audit firm to be selected as the Company’s independent auditors. The Audit Committee should present its conclusions to the full Board.

~~A-4~~

Oversight of the Company’s Internal Audit Function

27.

Review and, at its option, recommend the appointment and replacement of the senior internal auditing executive.

28.

Review any reports to management prepared by the Internal Audit department and management’s responses.

29.

Review with each independent auditor, management and the senior internal auditing executive the Internal Audit department responsibilities, budget, structure and staffing and any recommended changes in the planned scope of the internal audit at least annually.

Oversight of the Company’s Loan Review Function

30.

Review any reports to management prepared by the Loan Review department.

Compliance Oversight Responsibilities

31.

Obtain reports from management and the Company’s senior internal auditing executive that the Company’s subsidiary affiliated entities are in conformity with applicable regulatory and legal requirements and the Company’s code of ethics.

32.

Advise the Board with respect to the Company’s compliance with the Company’s Code of Ethics for Chief Executive Officer and Senior Financial Officers.

33.

Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

34.

Discuss with management and each independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

35.

Review with appropriate members of management or appropriate legal counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.

36.

Review for approval or disapproval all related-party transactions required to be disclosed by Item 404 of Regulation S-K for potential conflicts of interests.

	37.	In the event the Audit Committee is made aware of any allegation of fraud relating to the Company and/or any of its officers, directors or employees that the Audit Committee deems could be material to the Company’s business or operations, the Audit Committee shall (i) convene a meeting of the Audit Committee to review such allegation and (ii) if the Audit Committee deems it necessary or advisable, it shall engage independent counsel to assist in an investigation, including, if the Audit Committee and such counsel deem it necessary or advisable, an investigation to determine whether such allegation implicates any violation of Section 10A of the Exchange Act of 1934. If pursuant to such investigation the Audit Committee discovers that a material fraud has occurred, the Audit Committee shall (i) assess the Company’s internal controls and implement such remedial measures as it determines necessary or advisable, (ii) cause the Company to take appropriate action against the perpetrator(s) of such fraud

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and (iii) cause the Company to make appropriate disclosures relating to the matter in the Company’s periodic reports filed with the SEC or otherwise.

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38.

The Audit Committee shall also be designated as the committee of the Board of Directors that shall receive, review and take action with respect to any reports by attorneys, pursuant to Section 307 of the Sarbanes-Oxley Act of 2002, of evidence of material violations of securities laws or breaches of fiduciary duty or similar violations by the Company or one of its agents.

39.

Meet at least four times each year. In addition, meet at least four times each year in separate executive sessions with each of the Company’s CEO, senior internal audit executive and the independent auditor; and each such person shall have free and direct access to the Audit Committee and any of its members.

40.

Review and approve all related-party transactions (e.g. transactions with any director or executive officer of the Company or significant shareholder, or their immediate family members or affiliates), other than transactions which the Board has delegated to the Company’s Employee Benefits/Compensation Committee or Loan & Investment Committee.

41.

Annually review and reassess the adequacy of this Charter and any bylaw of the Company which relates to the Audit Committee, and recommend any proposed changes to the Board for approval. The Chair of the Audit Committee shall draft a proposed schedule of the Audit Committee’s activities for the coming year and the times at which such activities shall occur, which shall be submitted to the Audit Committee for its review and approval, with such changes as the Audit Committee shall determine to be appropriate.

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~~IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead~~MMMMMMMMMMMM 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing ~~your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies~~this card. Votes submitted ~~by the Internet or telephone~~electronically must be received by 12:01 ~~a.m.~~A.M., Central Time, on April ~~26, 2018. Vote by Internet Go to www.envisionreports.com/~~22, 2021. Online GIof ntoo welwewct.reonnviicsivoontrienpgo, rts.com/wabc ~~Or scan the~~delete QR code ~~with your smartphone Follow~~and control # o?r scan the˜QR code — login details are located in the steps outlined on the secure website Vote by Telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded messageshaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated ~~areas.X~~areas. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/wabc Annual Meeting Proxy Card 1234 5678 9012 345 q IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals -– The Board of Directors recommends a vote FOR all nominees, FOR Proposal 2 and FOR Proposal 3. ~~1. Election of Directors:~~ For Against Abstain For Against Abstain For Against Abstain + 1. Election of Directors: 01 - E. Allen 04 - M. Chiesa 07 – R. Nelson 02 - L. Bartolini 05 - M. Hassid 08 – D. Payne 03 - E.J. Bowler ~~04 - A. Latno, Jr. 05 - P. Lynch~~ 06 -– C. MacMillan ~~07 - R. Nelson 08 - D. Payne~~ 09 -– E. Sylvester ~~For Against Abstain~~ 2. Approve a non-binding advisory vote on the compensation of our ~~named~~ executive officers. For Against Abstain 3. Ratification of ~~Independent Auditor. Change of Address - Please print your new address below. Comments - Please print your comments below.~~independent auditors. For Against Abstain B ~~Non-Voting Items Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. C~~ Authorized Signatures -— This section must be completed for your vote to ~~be counted. - Date~~count. Please date and ~~Sign Below~~sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) -— Please print date below. Signature 1 -— Please keep signature within the box. Signature 2 -— Please keep signature within the box.

C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND 9 2 D M 4 8 9 4 2 4 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 03DF0D Admission to the Meeting WESTAMERICA BANCORPORATION ANNUAL MEETING OF SHAREHOLDERS 10:00 A.M. PACIFIC TIME, THURSDAY, APRIL ~~26, 2018,~~22, 2021, WESTAMERICA BANCORPORATION, 4550 MANGELS BLVD., FAIRFIELD, CALIFORNIA Registered holders can avoid registration lines by marking the Meeting Attendance box to the right of your signature on your Proxy Card and returning it to Computershare Investor Services in the enclosed return envelope, or indicate your intent to attend through a toll free telephone vote or Internet vote. Beneficial Owners holding their shares in a brokerage account or at a bank or other intermediary must proceed to the registration desk and provide the following evidence of ownership: 1) a Legal Proxy, which you can obtain from your bank or broker or other intermediary or your shareholder statement dated on or after February ~~26, 2018,~~22, 2021, the Annual Meeting Record Date; and 2) a picture identification. Because of seating limitations, no more than one guest will be allowed per shareholder. We intend to hold the meeting in person. If we are unable to hold the meeting in person, we will announce alternative arrangements for the meeting by a press release and posting details on our website. Please monitor the Shareholder section of our website at www.westamerica.com for updated information. If you are planning to attend the meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the meeting. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/wabc q IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy -— Westamerica Bancorporation PROXY SOLICITED BY THE BOARD OF DIRECTORS OF WESTAMERICA BANCORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL ~~26, 2018.~~22, 2021. The undersigned holder hereby authorizes Catherine MacMillan, Ronald A. ~~Latno, Jr., R.~~ Nelson and E.Edward B. Sylvester, each with full power of substitution, to represent and vote, as designated on the reverse side, all full and fractional shares of Common Stock of Westamerica Bancorporation which the undersigned would be entitled to vote at the Annual Meeting of Shareholders of said corporation to be held at Westamerica Bancorporation, 4550 Mangels Blvd., Fairfield, California at 10:00 a.m., Pacific Time, on Thursday, April ~~26, 2018,~~22, 2021, upon the matters set forth on the reverse side of this Proxy and described in the accompanying Proxy Statement and upon such other business as may properly come before the meeting or any postponement or adjournment thereof. The Proxy, when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is indicated, this Proxy will be voted FOR ALL NOMINEES, FOR Proposal 2 and FOR Proposal 3, and at the direction of the Proxies on all other matters which may properly come before the meeting. If you are a participant in the Westamerica Bancorporation Tax Deferred Savings/Retirement Plan (ESOP) (the ~~"Plan"~~“Plan”), you may direct the Trustee of the Plan to vote all full and fractional shares of Westamerica Bancorporation common stock standing to your credit of your individual account(s) as of February ~~26, 2018.~~22, 2021. The Board of Directors of Westamerica Bancorporation recommends a vote FOR ALL NOMINEES, FOR Proposal 2 and FOR Proposal 3. Please instruct the Trustee how to vote on these proposals by indicating your selection on the reverse of this Proxy Card. If the Trustee does not receive written instructions from you before ~~11:59 p.m., Central Time, on~~ April ~~23, 2018,~~19, 2021, it will vote all the shares for which you are entitled to provide instruction in the same proportion as shares for which instructions are received. C Non-Voting Items PLEASE MARK, SIGN, DATE, AND MAIL THIS PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE. (Continued, and to be signed on the other side) Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. +

Table of Contents

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	Sincerely,


	David L. Payne
	Chairman of the Board, President
	and Chief Executive Officer

~~GENERAL~~TABLE OF CONTENTS
~~Voting Information~~	1
~~Additional Information~~	4
~~Stock Ownership~~	4
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	6
~~BOARD OF DIRECTORS~~
GENERAL		1
	Voting Information	1
	Additional Information	4
	Stock Ownership	4
	Delinquent Section 16(a) Reports	6
	Anti-Hedging and Anti-Pledging Policy	6
PROPOSAL 1: ELECTION OF DIRECTORS		6
~~Nominees~~	Board of Directors	6
	Nominees	6
	Name of Nominees, Principal Occupations, and Qualifications	7
	Board of Directors and Committees	9
	Director Compensation	1413
	Director Compensation Table for Fiscal Year ~~2017~~2020	14
EXECUTIVE COMPENSATION		14
	Executive Officers	14
	Compensation Discussion and Analysis	15
	Employee Benefits Compensation Committee Report	2625
	Compensation Committee Interlocks and Insider Participation	26
	Summary Compensation	26
	Summary Compensation Table for Fiscal Year ~~2017~~2020	2726
	Grants of Plan-Based Awards Table for Fiscal Year ~~2017~~2020	2827
	Outstanding Equity Awards Table at Fiscal Year End ~~2017~~2020	2928
	Option Exercises and Stock Vested Table for Fiscal Year ~~2017~~2020	29
	Pension Benefits for Fiscal Year ~~2017~~2020	3029
	Nonqualified Deferred Compensation Table for Fiscal Year ~~2017~~2020	3029
	Potential Payments Upon Termination or Change in Control	3130
	Certain Relationships and Related Party Transactions	3231
PROPOSAL 2: APPROVE A NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		3231
PROPOSAL 3: RATIFY SELECTION OF INDEPENDENT AUDITOR		3432
AUDIT COMMITTEE REPORT		3534
SHAREHOLDER PROPOSAL GUIDELINES		3635
SHAREHOLDER COMMUNICATION TO BOARD OF DIRECTORS		3635
OTHER MATTERS		3635
EXHIBIT A -– AUDIT COMMITTEE CHARTER		A-1

Proposal Number	Proposal	Votes Required for Approval	Abstentions	Uninstructed Shares	Board Vote Recommendation
1	Election of directors	Nine nominees receiving the most votes	Not voted	Not voted	FOR
2	Advisory vote on executive compensation "Say on Pay"	Majority of shares voted	Not voted	Not voted	FOR
3	Ratification of independent auditor	Majority of shares voted	Not voted	Broker discretionary vote	FOR

	Westamerica Bancorporation
	(Name of Registrant as Specified In Its Charter)


	(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


	BY ORDER OF THE BOARD OF DIRECTORS


	Kris Irvine
March 12, ~~2018~~2021	VP/Corporate Secretary

Name and Address of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned			Percent of Class			Title of Class	Number of Shares Beneficially Owned		Percent of Class
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055	Common		3,396,214	⁽¹⁾		12.90	%	Common	3,922,806	⁽¹⁾	14.60%
Eaton Vance Management 2 International Place, Boston, MA 02110	Common		2,345,696	⁽²⁾		8.90	%
T. Rowe Price Associates, Inc 100 East Pratt Street, Baltimore, MD 21202-1009								Common	3,436,470	⁽²⁾	12.70%
The Vanguard Group, Inc. 100 Vanguard Boulevard, Malvern, PA 19355	Common		2,749,499	⁽³⁾		10.43	%	Common	2,968,371	⁽³⁾	11.05%
T. Rowe Price Associates, Inc 100 East Pratt Street, Baltimore, MD 21202-1009	Common		2,241,564	⁽⁴⁾		8.50	%
American Century Investment Management, Inc. 4500 Main Street, Kansas City, MO 64111	Common		2,326,469	⁽⁵⁾		8.83	%
American Century Investment Management, Inc. 4500 Main Street, 9th Floor, Kansas City, MO 64111								Common	1,795,433	⁽⁴⁾	6.68%

Name and Address**	Sole Voting and Investment Power			Shared Voting and Investment Power			Right to Acquire Within 60 days of December 31, 2017			Total⁽¹⁾		Percent of Class⁽²⁾
Etta Allen		10,898	⁽³⁾		-			-			10,898		*
Louis E. Bartolini		1,700			-			-			1,700		*
E. Joseph Bowler		-			25,887	⁽⁴⁾		-			25,887		0.1	%
Arthur C. Latno, Jr.		3,460	⁽⁵⁾		-			-			3,460		*
Patrick D. Lynch		1,000			-			-			1,000		*
Catherine Cope MacMillan		8,600	⁽⁶⁾		-			-			8,600		*
Ronald A. Nelson		44,000			-			-			44,000		0.2	%
David L. Payne		1,453	⁽⁷⁾		885,570	⁽⁸⁾		-			887,023		3.3	%
Edward B. Sylvester		67,490			-			-			67,490		0.3	%
John "Robert" A. Thorson		-			7,778	⁽⁹⁾		19,320			27,098		0.1	%
David L. Robinson⁽¹⁰⁾		30			2,097			24,764	⁽¹¹⁾		26,891		0.1	%
Dennis R. Hansen		1,061			30,098			64,144	⁽¹¹⁾		95,303		0.4	%
Russell W. Rizzardi⁽¹²⁾		10			1			-			11		-

All 14 Directors and Executives
Directors and Officers as a Group		139,727			952,435			108,228			1,200,390		4.5	%

Amount And Nature Of Beneficial Ownership
Name and Address**	Sole Voting and Investment Power		Shared Voting and Investment Power		Right to Acquire Within 60 days of December 31, 2020	Total⁽¹⁾	Percent of Class⁽²⁾
Etta Allen	10,938	⁽³⁾	-		-	10,938	*
Louis E. Bartolini	1,700		-		-	1,700	*
E. Joseph Bowler	-		25,887	⁽⁴⁾	-	25,887	0.1%
Melanie Chiesa	-		-		-	-	*
Catherine Cope MacMillan	8,600	⁽⁵⁾	-		-	8,600	*
Michele Hassid	185		-		-	185	*
Ronald A. Nelson	44,000		-		-	44,000	0.2%
David L. Payne	1,453	⁽⁶⁾	885,570	⁽⁷⁾	-	887,023	3.3%
Edward B. Sylvester	57,490		-		-	57,490	0.2%
Jesse Leavitt	1		-		-	1	*
John "Robert" A. Thorson	-		11,432	⁽⁹⁾	49,100	60,532	0.2%
Brian Donohoe	591		-		19,100	19,691	*
Russell W. Rizzardi	-		-		-	-	*
All 13 Directors and Officers as a Group	124,958		922,889		68,200	1,116,047	4.2%

Director Compensation Table For Fiscal Year 2020
Name⁽¹⁾	Fees Earned Paid in Cash	Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽²⁾	Total
Etta Allen	$44,250	$125,159	$169,409
Louis E. Bartolini	40,000	1,177	41,177
E. Joseph Bowler	42,400	-	42,400
Melanie Chiesa	38,800	-	38,800
Michele Hassid	40,000	-	40,000
Catherine Cope MacMillan	42,400	-	42,400
Ronald A. Nelson	47,250	-	47,250
Edward B. Sylvester	47,900	22,292	70,192

	“Target”		Goal Weighting
“												Target”	Goal Weighting
	Cash											Cash
	Incentive		Corporate			Divisional			Individual			Incentive	Corporate	Divisional	Individual
Mr. Payne	$	371,000		80	%		–			20	%	$371,000	80%	–	20%
Mr. Leavitt												40,500	55%	25%	20%
Mr. Thorson		107,200		55	%		25	%		20	%	111,000	55%	25%	20%
Mr. Robinson⁽¹⁾		82,500		50	%		40	%		10	%
Mr. Hansen		73,900		55	%		25	%		20	%
Mr. Donohoe												71,500	55%	25%	20%
Mr. Rizzardi		60,500		55	%		35	%		10	%	60,500	55%	35%	10%

	Performance	Adjusted Actual
	“Target”	Results
Profitability Goals:
Return on average shareholders’ equity	10.30%	10.29%
Return on average assets	1.09%	1.10%
Diluted earnings per share	$2.280	$2.285

Quality Goals:
Classified originated loans and other real estate owned	$40 million	$18 million
Non-performing originated loans and other real estate owned	$11.0 million	$6.6 million
Net loan losses to average originated loans	0.15%	0.08%
Service quality	Improving	Improving

Control Goals:
Non-interest expense to revenues (efficiency ratio)	51.0%	50.4%
Non-interest expenses	$99.0 million	$97.1 million
Below satisfactory internal audits	none	none

Net loan losses to average loans	0.20%	0.11%
Service quality	Improving	Improving

Control Goals:
Non-interest expense to revenues (efficiency ratio)	47.8%	47.2%
Non-interest expenses	$100.1 million	$98.6 million
Below satisfactory internal audits	none	none

	“Target”			Composite Corporate				Cash		“Target”		Composite Corporate		Cash
	Cash		X	Divisional and Individual			=	Incentive		Cash	X	Divisional and Individual	=	Incentive
	Incentive			Performance Level				Award		Incentive		Performance Level		Award
Mr. Payne	$	371,000			61	%		$	225,000	$371,000		81%		$300,000
Mr. Leavitt										40,500		108%		43,500
Mr. Thorson		107,200			146	%			156,200	111,000		121%		134,000
Mr. Robinson⁽¹⁾		82,500			133	%			109,900
Mr. Hansen		73,900			118	%			86,900
Mr. Donohoe										71,500		120%		86,000
Mr. Rizzardi		60,500			108	%			65,400	60,500		106%		64,400

	“Target”							Nonqualified		“Target”				Nonqualified
	Nonqualified			Corporate				Stock		Nonqualified		Corporate		Stock
	Stock Option		X	Performance			=	Option		Stock Option	X	Performance	=	Option
	Grant			Level				Award		Grant		Level		Award
Mr. Payne		–			110.5	%			–	–		111.0%		–
Mr. Leavitt										11,100		111.0%		12,300
Mr. Thorson		19,095			110.5	%			21,100	15,700		111.0%		17,400
Mr. Robinson⁽²⁾		–			110.5	%			–
Mr. Hansen		17,285			110.5	%			19,100
Mr. Donohoe										13,600		111.0%		15,100
Mr. Rizzardi		15,385			110.5	%			17,000	12,700		111.0%		14,100

	Threshold			Target			Outstanding			Result	Threshold	Target	Outstanding	Result
EPS	$	6.75		$	6.85		$	6.95		Target	$7.89	$8.01	$8.25	Outstanding
ROA		1.10	%		1.14	%		1.18	%	Threshold	1.10%	1.15%	1.25%	Outstanding
ROE differential		1.00	%		1.50	%		2.30	%	Target	1.00%	1.50%	2.00%	Outstanding
NPA		0.50	%		0.35	%		0.25	%	Outstanding	$25 million	$15 million	$10 million	Outstanding
Efficiency Ratio		56.00	%		55.00	%		53.00	%	Outstanding	54.00%	50.00%	48.00%	Target

	·	Cash pay deferred in the program accumulates in accounts in the names of the participating Directors and

Summary Compensation Table For Fiscal Year 2020
Name / Position	Year	Salary	Stock Awards⁽¹⁾	Option Awards⁽²⁾	Non-Stock Incentive Plan Compensation⁽³⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁴⁾	All Other Compensation⁽⁵⁾	TOTAL
David L. Payne	2020	$371,000	$-	$-	$300,000	$-	$27,807	$698,807
Chairman,	2019	371,000	-	-	300,000	-	24,274	695,274
President & CEO	2018	371,000	-	-	250,000	-	19,813	640,813
Jesse Leavitt⁽⁶⁾	2020	135,000	-	-	43,500	-	9,252	187,752
SVP & Chief	2019	106,875	-	-	15,000	-	4,224	126,099
Financial Officer	2018	-	-	-	-	-	-	-
John "Robert" A. Thorson	2020	149,000	129,500	171,936	134,000	79,609	31,469	695,514
SVP & Treasury	2019	149,000	124,718	216,028	163,200	23,955	32,405	709,306
Division Manager	2018	149,000	123,688	210,578	160,700	22,351	29,012	695,329
Russell W. Rizzardi	2020	120,960	104,928	138,240	64,400	-	10,455	438,983
SVP/Credit Administrator	2019	120,960	101,529	175,268	66,800	-	9,050	473,607
Division Manager	2018	120,960	100,070	169,660	65,500	-	7,903	464,093
Brian Donohoe⁽⁷⁾	2020	130,008	83,677	106,272	86,000	-	29,422	435,379
SVP/Operations & Systems	2019	120,000	-	55,026	49,400	-	2,605	227,031
Division Manager	2018	87,348	-	54,890	22,100	-	7,422	171,760

Median Employee total annual compensation	27$ 36,451
Mr. Payne total annual compensation	$698,807
Ratio of PEO to Median Employee Compensation	19.1:1.0

Median Employee total annual compensation	$	38,387
Mr. Payne total annual compensation	$	615,031
Ratio of PEO to Median Employee Compensation		16.0:1.0

Grants of Plan-Based Awards Table For Fiscal Year 2020
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock	All Other Stock Awards: Number of Securities Underlying	Exercise or Base Price of Option Awards	Grant Date
Name	Grant Date	Threshold	Target	Maximum	or Units⁽¹⁾	Options⁽²⁾	($/Share)⁽²⁾	Fair Value⁽³⁾
David L. Payne	1/22/20	$-	$371,000	$556,500	-	-	$-	$-
	1/22/20	-	-	-	-	-	-	-
	1/22/20	-	-	-	-	-	-	-
Jesse Leavitt	1/22/20	-	40,500	60,750	-	-	-	-
	1/22/20	-	-	-	-	-	-	-
	1/22/20	-	-	-	-	-	-	-
John "Robert" A. Thorson	1/22/20	-	111,000	166,500	-	-	-	-
	1/22/20	-	-	-	1,950	-	-	129,500
	1/22/20	-	-	-	-	19,900	66.41	171,936
Brian Donohoe	1/22/20	-	71,500	$107,250	-	-	-	-
	1/22/20	-	-	-	1,260	-	-	83,677
	1/22/20	-	-	-	-	12,300	66.41	106,272
Russell W. Rizzardi	1/22/20	-	60,500	90,750	-	-	-	-
	1/22/20	-	-	-	1,580	-	-	104,928
	1/22/20	-	-	-	-	16,000	66.41	138,240

Outstanding Equity Awards Table at Fiscal Year End 2020

	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable⁽¹⁾	Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾	Option Exercise Price ($)⁽¹⁾	Option Expiration Date⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽²⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) valued at 12/31/20⁽²⁾
David L. Payne	-	-	$-	-	-	$-
Jesse Leavitt	-	-	-	-	-	-
John "Robert" A. Thorson	7,233	-	57.178	1/26/2027	-	-
	14,067	7,033	62.155	1/25/2028	-	-
	7,067	14,133	62.673	1/24/2029	5,930	327,870
	-	19,900	66.410	1/22/2030	-	-
Brian Donohoe	5,900	-	57.178	1/26/2027	-	-
	3,667	1,833	62.155	1/25/2028	-	-
	1,800	3,600	62.673	1/24/2029	1,260	69,665
	-	12,300	66.410	1/22/2030	-	-
Russell W. Rizzardi	-	5,833	57.178	1/26/2027	-	-
	5,667	5,666	62.155	1/25/2028	-	-
	5,734	11,466	62.673	1/24/2029	4,810	265,945
	-	16,000	66.410	1/23/2030	-	-

Pension Benefits For Fiscal Year 2020				Pension Benefits For Fiscal Year 2020
Name	Plan Name	Present Value of Accumulated Benefit	Payments during Last Fiscal Year	Plan Name	Present Value of Accumulated Benefit	Payments during Last Fiscal Year
David L. Payne	Non-Qualified Pension Agreement	$4,861,948	$511,950	Non-Qualified Pension Agreement	$4,306,558	$511,950

Nonqualified Deferred Compensation Table For Fiscal Year 2020
Name	Executive Contributions in Last Fiscal Year⁽¹⁾	Aggregate Earnings in Last Fiscal Year⁽²⁾	Aggregate Withdrawls/ Distributions⁽³⁾	Aggregate Balance at Last Fiscal Year End⁽⁴⁾
David L. Payne	$-	$-	$-	$-
Jesse Leavitt	-	-	-	-
John "Robert" A. Thorson	-	115,711	-	2,374,960
Brian Donohoe	-	-	-	-
Russell W. Rizzardi	-	-	-	-

	2017		2016
Audit Fees⁽¹⁾	$	510,000	$	510,000
Audit related fees⁽²⁾		35,210		34,450
Tax fees⁽³⁾		40,200		39,000
All other fees		-		-
Total	$	585,410	$	583,450