Transaction Overview

Citizens Financial Services, Inc., a Pennsylvania corporation (the “Company” or “CZFS”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HV Bancorp, Inc. (“HVBC”), Huntingdon Valley Bank (“HVB”), HVBC’s subsidiary bank, First Citizens Community Bank (“FCCB”), the Company’s subsidiary bank, and CZFS Acquisition Company, LLC, FCCB’s direct shareholder, pursuant to which the Company will acquire HVBC.

The Merger Agreement provides that shareholders of HVBC will have the right to elect to receive, for each share of HVBC common stock, either (a) $30.50 in cash or (b) 0.4000 shares of Company common stock. Elections will be subject to proration procedures whereby 80% of the shares of HVBC common stock will be exchanged for Company common stock and 20% of the shares of HVBC common stock will be exchanged for cash.

Janney Served as Financial Advisor to Citizens Financial Services, Inc.

About Citizens Financial Services, Inc.

Citizens Financial Services, Inc. operates as the bank holding company for First Citizens Community Bank that provides various banking products and services for individual, business, governmental, and institutional customers. The Company accepts various deposit products, such as checking, savings, and time deposit accounts. Its loan products include residential, commercial, and agricultural real estate loans; commercial and industrial loans; state and political subdivision loans; and consumer loans, as well as various other specialized financial services. The Company also provides professional trust administration, investment management services, estate planning and administration, custody of securities, and individual retirement accounts. In addition, it offers brokerage and financial planning services, as well as assistance in various oil and gas leasing matters; and mutual funds, annuities, and health and life insurance products. As of December 31, 2021, the Company operates thirty full-service banking branches in Potter, Tioga, Bradford, Clinton, Lebanon, Lancaster, Berks, Schuylkill, Centre, and Chester counties, Pennsylvania; Allegany County, New York; and Wilmington and Dover, Delaware, as well as a limited branch office in Union County, Pennsylvania. Citizens Financial Services, Inc. was founded in 1932 and is headquartered in Mansfield, Pennsylvania.

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Dan Flaherty

Managing Director, FIG Group

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