On December 18, 2019, Citizens & Northern Corporation (the “Corporation”) entered into an Agreement and Plan of Merger with Covenant Financial Inc., a Pennsylvania corporation (“Covenant”). Pursuant to the terms and conditions set forth in the Merger Agreement, Covenant will merge with and into the Corporation, with the Corporation surviving (the “Merger”), and Covenant Bank, the wholly owned subsidiary of Covenant, will merge with and into Citizens & Northern Bank (“C&N Bank”), the wholly-owned subsidiary of the Corporation, with C&N Bank surviving. Pursuant to the terms of the Merger Agreement, on or promptly after the effective time of the Merger, and subject only to any applicable regulatory approvals, the Corporation will appoint two current members of Covenant’s Board of Directors to the Corporation’s Board of Directors, and the Board of C&N Bank will appoint two current members of Covenant’s Board of Directors to C&N Bank’s Board of Directors, each of whom are mutually acceptable to Covenant and the Corporation.