Eagle Financial Services, Inc. (EFSI)
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AGM 2022

May 17, 2022

Thomas T. Gilpin
Chairman, Eagle Financial Services, Inc.

Good morning, ladies and gentlemen. I am Thomas Gilpin, chair of the board of directors. It is my pleasure to welcome you and thank you for attending the 41st annual meeting of Eagle Financial Services, Inc., parent company of the Bank of Clarke County. We proudly say Bank of Clarke County is the fourth oldest bank in Virginia, celebrating its 141st continuous year of service to our shareholders, our customers, and our community. We appreciate you joining the meeting and hope you will find the information interesting and informative. I now call to order this annual meeting of shareholders. Without objection, I will appoint Michael Bryan as parliamentarian of this meeting. The board of directors has appointed Kathleen Croson to serve as inspector of election. Polls casting ballots or submitted proxies are now open.

For purposes of determining the presence of a quorum and for all matters on which shareholders will vote in this meeting, the polls will close prior to the adjournment of this meeting. I will now call on Kaley to certify the mailing of the notice of this meeting to shareholders.

Kathleen Croson
EVP and Head of Community Banking, Bank of Clarke County

The shareholder register reflects that as of the close of business on the record date of March 18th, 2022, there were 3,478,772 shares outstanding and entitled to vote at this meeting. I hereby certify that notice of this meeting was mailed on or about April 6th, 2022 to all shareholders of record on the record date in accordance with the Corporation's bylaws.

Thomas T. Gilpin
Chairman, Eagle Financial Services, Inc.

Thank you, Kaley. Will you please report on the number of shares represented in person or by proxy?

Kathleen Croson
EVP and Head of Community Banking, Bank of Clarke County

I don't have a final count at this time, however, a quorum is present.

Thomas T. Gilpin
Chairman, Eagle Financial Services, Inc.

Thank you. I will call on you later in the meeting for your final report. I now like to call on Eagle Financial Services, Inc. President and CEO, Brandon C. Lorey, who will deliver his 2022 annual report. Brandon.

Brandon C. Lorey
President and CEO, Eagle Financial Services, Inc.

Thank you, Tom. Thank you to our shareholders who have joined us today on what I hope to be our last remote annual meeting, as we look forward to absolutely going back to doing this in person next year. 2021 was another year for the record books for Eagle Financial Services and the Bank of Clarke with our 36th consecutive annual increase in our dividend to $1.10, earnings per share of $3.20. Excluding the bank's one-time legal charges related to the growth of our trust and marine units, the bank also experienced its highest net income, an ROA above 1% and an ROE of 11.6%.

The bank also reported growth, record loan and deposit compound annual growth rates of 16.98% and 14.28% respectively as we continue to support our legacy markets of Clarke and Frederick counties, along with the city of Winchester, and expand in the Loudoun, Fairfax in Virginia, and Frederick County in Maryland. The company also continued its long-standing tradition of giving back to the community in 2021 with combined charitable contributions of $237,000 with countless personal hours donated by our phenomenal employees for a multitude of causes. With the creation of the Bank of Clarke Foundation in 2021, we expect our giving an increase in the coming years as the company can only be as strong as the communities it serves.

In addition to our very strong results related to our traditional commercial and consumer lending and deposit growth, the company experienced significant success in some of its ancillary businesses, driving significant income now and expected in the future. Our trust department grew from $129 million of assets under management, or AUM, at the beginning of the year to just over $400 million at year-end. This has also provided an opportunity for expansion into Fauquier County, which I expect to be another strong growth market for the organization in the near term. Additionally, our marine division that was started in 2020 continues to surpass expectations. The company now benefits from loan sale premiums on sold loans, ongoing servicing revenues from those loans, and increased interest income on the loans we have in portfolio.

We look forward to both of these businesses continuing to provide strong returns in the coming years. Celebrating our 140th year in existence in 2021, the core of our mission continues to be that we meet the needs of all of our markets at every turn. In 2022 and beyond, we will continue to build upon the technological infrastructure that's been so pivotal to our success over the last two years. Now more than ever, the importance of allowing customers to interact with us through the channel that they prefer, regardless of the transaction, cannot be overstated. At the end of the day, what differentiates us is our tradition of building lifelong relationships with our customers and communities.

By leveraging the power of every connection we have at our disposal, we will aim to be the foremost trusted partner and preferred provider of financial solutions for the communities we serve. Finally, I would like to thank our shareholders for their confidence in the company, our board of directors, my management team, and our phenomenal employees. The continued support of this organization ensures we're able to serve our wonderful communities and customers and employees while providing our shareholders with continued strong returns on their investments. Tom.

Thomas T. Gilpin
Chairman, Eagle Financial Services, Inc.

Da.

Brandon C. Lorey
President and CEO, Eagle Financial Services, Inc.

I now move for adoption by the shareholders of this report, and that the same be made a part of the minutes of this meeting.

Thomas T. Gilpin
Chairman, Eagle Financial Services, Inc.

Is there a second to that motion?

Speaker 4

Second.

Thomas T. Gilpin
Chairman, Eagle Financial Services, Inc.

Any discussion? All in favor say, "Aye." All opposed, "nay." That motion passed. Thank you, Brandon, very much for that report. There are four items for consideration at today's meeting as set forth in the proxy statement. Elect four directors, Thomas T. Gilpin, Scott M. Hamberger, John R. Millison, and Robert W. Smalley Jr., each for a term of three years, and elect two directors, Tanya T. Matthews and Edward Hill III, each for a term of two years. To ratify the appointment of Yount, Hyde & Barbour, P.C. as our independent registered public accounting firm for the year ending December 31st, 2022. To approve, in an advisory non-binding vote, the compensation of the company's named executive officers disclosed in the proxy statement. To transact such other business as shall properly come before the annual meeting or any adjournment thereof.

As the items of business for this annual meeting set forth in the proxy statement, no motions or seconds are required from the floor to act on these items. The company's transfer agent has previously tabulated the shareholders' proxy votes on the foregoing items of business. Additionally, voting is open during this meeting should you wish to cast your vote or change a previous vote. At this point, while Kaley is finishing tabulating the number of shares present, I would like to introduce the board members here who are present either physically or virtually. They are Robert W. Smalley Jr., Edward Hill III, Tanya Matthews, John R. Millison, Mary Bruce Glaize, Scott M. Hamberger, John D. Stokely Jr., Douglas C. Rinker, Cary C. Nelson, Brandon C. Lorey, and myself, Thomas T. Gilpin. Thank you all for your work during this past year.

I think we all would agree that it's been an act, and your participation in advice and wisdom has been, it's very much appreciated. Now I'd like to resume the business portion of our annual meeting. The inspector advises that she has completed her report, and I will ask her to give us the results at this time. Kaley.

Kathleen Croson
EVP and Head of Community Banking, Bank of Clarke County

There are over 2,256,000 shares represented in person or by proxy, which represents over 64% of the outstanding shares. Therefore, I certify that a quorum exists for this transaction of business at the meeting. By the necessary number of votes for such action, the election of directors has been approved, having received a majority of affirmative votes. Ratification of Yount, Hyde & Barbour, P.C. has been approved, having received a majority of affirmative votes. Approval in an advisory non-binding vote, the compensation of company's named executive officers disclosed in the proxy statement has been approved, having received a majority of affirmative votes.

Thomas T. Gilpin
Chairman, Eagle Financial Services, Inc.

Kaley, thank you for your report. The inspector's report will be filed with the minutes of this meeting. At this time, as is our custom, we are prepared to answer questions that have been submitted by shareholders. Have any questions been submitted by shareholders?

Kathleen Croson
EVP and Head of Community Banking, Bank of Clarke County

Any questions.

Thomas T. Gilpin
Chairman, Eagle Financial Services, Inc.

Do any other shareholders who are present have any questions? Again, this is our meeting together as shareholders. Hearing none, I thank you all for being with us today. There being no further business, I declare this annual meeting adjourned and look forward to seeing everyone in person in 2023. We are adjourned.

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