Orrstown Financial Services and Codorus Valley Complete Merger of Equals

Orrstown Financial Services, the holding company for Orrstown Bank, and Codorus Valley Bancorp, the holding company for PeoplesBank, a Codorus Valley company, completed their previously-announced merger of equals._x000D_
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“We are excited to move forward as one unified organization, leveraging our combined strengths to deliver even greater value to our clients, shareholders, community partners and employees,” Thomas R. Quinn, Jr., president and CEO of Orrstown, said._x000D_
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“This merger represents a significant milestone in our shared journey towards building a stronger, more resilient bank that is well-positioned for sustainable growth and success,” Craig L. Kauffman, executive vice president and chief operating officer of Orrstown, said. Kauffman formerly served as president and CEO of PeoplesBank._x000D_
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The combined organization will initially operate under both the Orrstown Bank and PeoplesBank brands, and clients will continue to conduct business through their respective Orrstown Bank and PeoplesBank branches, websites and mobile apps._x000D_
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The combined company will trade on the Nasdaq Global Select Market under the Orrstown ticker symbol “ORRF” and operate under the “Orrstown Financial Services, Inc.” name. The combined bank will operate under the “Orrstown Bank” name once the systems and services of Orrstown Bank and PeoplesBank are combined, which is expected in November 2024. Until then, PeoplesBank will continue to serve its clients and conduct its business under the PeoplesBank brand name, while operating as a division of Orrstown Bank._x000D_
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The administrative headquarters of the combined company will be located in Harrisburg, PA, and the operations center of the combined company will be located in York, PA._x000D_
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The combined company’s Board of Directors will consist of thirteen members, with seven directors from Orrstown and six directors from Codorus Valley:_x000D_

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• Sarah M. Brown

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• Brian D. Brunner

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• Scott V. Fainor

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• Cindy J. Joiner

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• John W. Giambalvo

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• Craig L. Kauffman

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• Mark K. Keller

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• Rodney Messick

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• Thomas R. Quinn, Jr.

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• Michael J. Rice

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• Eric A. Segal

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• Glenn W. Snoke

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• Joel R. Zullinger

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At the effective time of the merger on July 1, 2024, each outstanding share of Codorus Valley common stock was converted into the right to receive 0.875 shares of Orrstown common stock. Former Codorus Valley shareholders collectively represent approximately 44% of the combined company. Shares of Codorus Valley common stock ceased trading prior to the opening of the NASDAQ Global Market Stock Market on July 1, 2024._x000D_
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Raymond James acted as financial advisor to Orrstown and delivered a fairness opinion to the board of directors of Orrstown. Goodwin Procter served as legal counsel to Orrstown._x000D_
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Keefe, Bruyette & Woods, a Stifel company, acted as financial advisor to Codorus Valley in the transaction and delivered a fairness opinion to the board of directors. Holland & Knight served as legal counsel to Codorus Valley.