Codorus Valley Bancorp : Proxy Statement for Special Meeting of Shareholders on May 30, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.	)
Filed by the Registrant ☒
Filed by a Party other than the Registrant □
Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material under §240.14a-12

CODORUS VALLEY BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11

To the Shareholders of Codorus Valley Bancorp, Inc. and

the Shareholders of Orrstown Financial Services, Inc.

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of Orrstown Financial Services, Inc. (''ORRF'') and Codorus Valley Bancorp, Inc., (''CVLY''), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed merger of equals of ORRF and CVLY. We are requesting that you take certain actions as a holder of ORRF common stock (an ''ORRF shareholder'') or as a holder of CVLY common stock (a ''CVLY shareholder'').

On December 12, 2023, ORRF and CVLY entered into an agreement and plan of merger (as it may be amended, supplemented or modified from time to time in accordance with its terms, the ''merger agreement'') pursuant to which ORRF and CVLY have agreed to combine their respective businesses. The transaction will create a bank holding company with approximately $5.3 billion in total assets, operating 51 branches in central and eastern Pennsylvania as well as Washington County and the greater Baltimore area in Maryland.

Under the merger agreement, CVLY will be merged with and into ORRF (the ''merger'') with ORRF as the surviving corporation (the ''combined company''). The parties intend to cause CVLY's wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, a Pennsylvania chartered bank (''PeoplesBank''), to be merged with and into Orrstown Bank, a Pennsylvania chartered bank, which is the wholly-owned subsidiary of ORRF, with Orrstown Bank as surviving as the combined bank.

In the merger, CVLY shareholders will receive 0.875 shares of ORRF common stock, no par value, (''ORRF common stock'') for each share of CVLY common stock, par value $2.50 (''CVLY common stock'') (the ''exchange ratio'') they own. Based on the closing price of ORRF common stock on the Nasdaq Stock Market (''Nasdaq'') on December 11, 2023, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $21.31 in value for each share of CVLY common stock, representing merger consideration of approximately $207.0 million on an aggregate basis. ORRF shareholders will continue to own their existing shares of ORRF common stock following the merger.

The value of ORRF common stock at the time of the completion of the merger could be greater than, less than or the same as the value of ORRF common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of ORRF common stock (Nasdaq trading symbol ''ORRF'') and CVLY common stock (Nasdaq trading symbol ''CVLY'').

We expect that the merger will qualify as a ''reorganization'' within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Based on the number of shares of CVLY common stock outstanding as of April 18, 2024, ORRF expects to issue approximately 8,556,178 shares of ORRF common stock to CVLY shareholders in the aggregate in the merger. We estimate that former CVLY shareholders will own approximately 44% and existing ORRF shareholders will own approximately 56% of the common stock of the combined company following the completion of the merger.

ORRF and CVLY will each hold a virtual special meeting of our respective shareholders in connection with the merger. At our respective special meetings, in addition to other business, ORRF will ask its shareholders to approve the issuance of shares of ORRF common stock to CVLY shareholders pursuant to the merger agreement and CVLY will ask its shareholders to approve the merger agreement and a proposal approving the merger-related compensation of the named executive officers of CVLY on a non-binding, advisory basis. ORRF and CVLY will ask their shareholders to approve a proposal to adjourn their respective special meetings to a later date or dates, if necessary, to permit further solicitation of proxies to approve the share issuance proposal and the CVLY merger proposal, as applicable. Information about these meetings and the merger is contained in this document and the joint proxy statement/prospectus. We urge you to read this document and the joint proxy statement/prospectus carefully and in their entirety.

The special meeting of ORRF shareholders will be held virtually via live webcast, on May 30, 2024 at 9:00 a.m., local time.

The special meeting of CVLY shareholders will be held virtually via live webcast, on May 30, 2024 at 8:30 a.m., local time.

Each of the boards of directors of ORRF and CVLY unanimously recommends that holders of common stock vote ''FOR'' each of the proposals to be considered at the respective special meetings. We strongly support this combination of our companies and join our boards of directors in their recommendations.

The accompanying joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about ORRF and CVLY and certain related matters. You are encouraged to read the accompanying joint proxy statement/prospectus carefully. In particular, you should read the section entitled ''Risk Factors'' beginning on page 25 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about ORRF and CVLY from documents that have been filed with the Securities and Exchange Commission that are incorporated into the accompanying joint proxy statement/prospectus by reference.

On behalf of ORRF and CVLY, thank you for your prompt attention to this important matter.

Sincerely,

Thomas R. Quinn, Jr.	Craig L. Kauffman
President and Chief Executive Officer	President and Chief Executive Officer
Orrstown Financial Services, Inc.	Codorus Valley Bancorp, Inc.

The accompanying joint proxy statement/prospectus is dated April 23, 2024, and is first being mailed or otherwise delivered to ORRF shareholders and CVLY shareholders on or about April 30, 2024.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 30, 2024

To the shareholders of Orrstown Financial Services, Inc.:

On December 12, 2023, Orrstown Financial Services, Inc. (''ORRF'') and Codorus Valley Bancorp, Inc. (''CVLY'') entered into an agreement and plan of merger (as it may be amended, supplemented or modified from time to time in accordance with its terms, the ''merger agreement''), pursuant to which CVLY will merge with and into ORRF (the ''merger''), with ORRF as the surviving corporation. The parties intend to cause CVLY's wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, a Pennsylvania chartered bank, to be merged with and into Orrstown Bank, a Pennsylvania chartered bank, which is the wholly-owned subsidiary of ORRF, with Orrstown Bank as the surviving bank. A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part.

NOTICE IS HEREBY GIVEN that we will hold a special meeting of shareholders of ORRF to be held virtually via live webcast, on May 30, 2024 at 9:00 a.m., local time. You will be able to attend the ORRF special meeting by visiting www.virtualshareholdermeeting.com/ORRF2024SM.

The ORRF special meeting is being held for the following purposes:

1. Approval of the Issuance of Shares of ORRF Common Stock to CVLY Shareholders. To consider and vote upon a proposal to approve the issuance of shares of ORRF common stock to the shareholders of CVLY, pursuant to the merger agreement (the ''ORRF share issuance proposal''); and
2. Adjournment. To consider and vote upon a proposal to adjourn the ORRF special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the ORRF special meeting to approve the ORRF share issuance proposal (the ''ORRF adjournment proposal'').

No other business may be conducted at the ORRF special meeting.

We have fixed the close of business on April 18, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the ORRF special meeting. Only holders of ORRF common stock of record at the close of business on that date will be entitled to notice of and to vote at the ORRF special meeting or any adjournment or postponement of the ORRF special meeting.

The ORRF board unanimously recommends that you vote ''FOR'' the ORRF share issuance proposal and ''FOR'' the ORRF adjournment proposal.

If you have any questions concerning the merger, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of ORRF common stock, please contact our proxy solicitor, Alliance Advisors, LLC, by calling toll-free at [phone], or via e-mail to [e-mail].

Your vote is very important. The merger cannot be completed unless we obtain at least a majority of the votes cast in favor of the ORRF share issuance proposal at the ORRF special meeting by the holders of the outstanding shares of ORRF common stock present in person or represented by proxy and entitled to vote thereon. Whether or not you plan to attend the ORRF special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope or vote via the Internet or by mobile device pursuant to the instructions provided on the enclosed proxy card.

By Order of the Board of Directors,

Thomas R. Quinn, Jr.

President and Chief Executive Officer

Orrstown Financial Services, Inc.

April 30, 2024

NOTICE OF VIRTUAL SPECIAL MEETING OF SHAREHOLDERS

To Be Held on May 30, 2024

To the shareholders of Codorus Valley Bancorp, Inc.:

On December 12, 2023, Codorus Valley Bancorp, Inc. (''CVLY'') and Orrstown Financial Services, Inc. (''ORRF'') entered into an agreement and plan of merger (as it may be amended, supplemented or modified from time to time in accordance with its terms), pursuant to which CVLY will merge with and into ORRF (the ''merger''), with ORRF as the surviving corporation. The parties intend to cause CVLY's wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, a Pennsylvania chartered bank, to be merged with and into Orrstown Bank, a Pennsylvania chartered bank, which is the wholly-owned subsidiary of ORRF, with Orrstown Bank as the surviving bank. A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part.

NOTICE IS HEREBY GIVEN that we will hold a special meeting of shareholders of CVLY, to be held virtually via live webcast, on May 30, 2024 at 8:30 a.m., local time. You will be able to attend the CVLY special meeting by visiting www.virtualshareholdermeeting.com/CVLY2024SM.

The CVLY special meeting is being held for the following purposes:

1. Approval of the Agreement and Plan of Merger of ORRF and CVLY. To consider and vote upon a proposal to approve the Agreement and Plan of Merger by and between ORRF and CVLY dated as of December 12, 2023 (the ''merger agreement''), pursuant to which CVLY will merge with and into ORRF, whereupon the separate corporate existence of CVLY will cease (the ''CVLY merger proposal'');
2. Approval, on a Non-binding,Advisory Basis, of CVLY Executive Officer Compensation. To consider and vote upon a proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to CVLY's named executive officers that is based on or otherwise relates to the merger (the ''CVLY compensation proposal''); and
3. Adjournment. To consider and vote upon a proposal to adjourn the CVLY special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CVLY special meeting to approve the CVLY merger proposal (the ''CVLY adjournment proposal'').

No other business may be conducted at the CVLY special meeting.

We have fixed the close of business on April 18, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the CVLY special meeting. Only holders of CVLY common stock of record at the close of business on that date will be entitled to notice of and to vote at the CVLY special meeting or any adjournment or postponement of the CVLY special meeting. CVLY has determined that holders of CVLY common stock are not entitled to dissenters' rights with respect to the proposed merger under the Pennsylvania Business Corporation Law of 1988, as amended.

CVLY's board of directors unanimously recommends that you vote ''FOR'' the CVLY merger proposal, ''FOR'' the CVLY compensation proposal, and ''FOR'' the adjournment proposal.

If you have any questions concerning the merger, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of CVLY common stock, please contact our proxy solicitor, Alliance Advisors, LLC, by calling toll-free at [phone], or via e-mail to [e-mail].

Your vote is very important. The merger cannot be completed unless we obtain at least a majority of the votes cast in favor of the CVLY merger proposal by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon. Whether or not you plan to attend the CVLY special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope or vote via the Internet or by telephone pursuant to the instructions provided on the enclosed proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

By Order of the Board of Directors,

Craig L. Kauffman

President and Chief Executive Officer

Codorus Valley Bancorp, Inc.

April 30, 2024

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about ORRF and CVLY from documents that are not included in or delivered with the joint proxy statement/prospectus. This information is publicly available at the Securities and Exchange Commission's EDGAR website at www.sec.gov and will be made available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in the joint proxy statement/prospectus free of charge by requesting them in writing or by telephone.

If you are an ORRF shareholder, you may contact ORRF or ORRF's proxy solicitor at the following addresses or telephone numbers listed below:

Orrstown Financial Services, Inc.	Alliance Advisors, LLC
77 East King Street	200 Broadacres Drive
Shippensburg, PA 17257	3rd Floor
[phone]	Bloomfield, NJ 07003
Attn: Investor Relations	Toll Free: [phone]
	[e-mail]

If you are a CVLY shareholder, you may contact CVLY or CVLY's proxy solicitor at the following addresses or telephone numbers listed below:

Codorus Valley Bancorp, Inc.	Alliance Advisors, LLC
Codorus Valley Corporate Center	200 Broadacres Drive
105 Leader Heights Road	3rd Floor
York, PA 17403	Bloomfield, NJ 07003
[phone]	Toll Free: [phone]
Attn: Investor Relations	[e-mail]

If you would like to request documents, please do so by May 16, 2024 in order to receive them before the applicable special meeting of shareholders.

For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see the section of the joint proxy statement/prospectus titled ''Where You Can Find More Information'' beginning on page 130.

You should only rely on the information contained or incorporated by reference into this document. We have not authorized anyone to provide shareholders of ORRF and CVLY with different information. The document is dated April 23, 2024. Shareholders of ORRF and CVLY should not assume that information contained in this document is accurate as of any date other than that date. Neither the mailing of this document to ORRF or CVLY shareholders nor the issuance by ORRF of ORRF common stock in connection with the transactions contemplated by the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in, or incorporated by reference into, this joint proxy statement/prospectus regarding ORRF has been provided by ORRF and information contained in, or incorporated by reference into, this joint proxy statement/prospectus regarding CVLY has been provided by CVLY.

Table of Contents
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS	1
SUMMARY	12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	23
RISK FACTORS	25
THE ORRF SPECIAL MEETING	32
Date, Time and Place of the ORRF Special Meeting of Shareholders	32
Shareholders Entitled to Vote	32
Actions to be Taken at the ORRF Special Meeting	32
Recommendation of the ORRF Board	32
How to Vote Shares of ORRF Common Stock	32
How to Vote Shares Held by a Broker, Bank or Other Nominee	32
Revocation of Proxies	33
Quorum	33
Abstentions and Broker Non-Votes	33
ORRF Voting Agreements	33
Vote Required to Approve the Proposals	34
How are Votes Counted	34
Proxy Solicitation	34
Participating in the ORRF Special Meeting	34
ORRF PROPOSALS	35
PROPOSAL NO. 1-APPROVAL OF THE ORRF SHARE ISSUANCE PROPOSAL	35
PROPOSAL NO. 2-ADJOURNMENT OF THE ORRF SPECIAL MEETING	35
THE CVLY SPECIAL MEETING OF SHAREHOLDERS	36
CVLY PROPOSALS	41
THE COMPANIES	43
Orrstown Financial Services, Inc	43
Codorus Valley Bancorp, Inc	43
THE MERGER	44
Structure of the Merger	44
Background of the Merger	44
ORRF's Reasons for the Merger; Recommendation of the ORRF Board	50
CVLY's Reasons for the Merger; Recommendation of the CVLY Board	53
Opinion of ORRF's Financial Advisor	56
Opinion of CVLY's Financial Advisor	63
Certain Unaudited Prospective Financial Information	72
Interests of Certain ORRF Directors and Executive Officers	75
Interests of Certain CVLY Directors and Executive Officers	78
Quantification of Potential Payments to CVLY's Named Executive Officers	83
Governance of the Combined Company after the Merger	85
Headquarters and Name of the Combined Company	86
Accounting Treatment of the Merger	86
Regulatory Approvals	87
Listing of ORRF Common Stock / Delisting of CVLY Common Stock	88
Appraisal or Dissenter's Rights in Connection with the Merger	88

i

THE MERGER AGREEMENT	89
Explanatory Note Regarding the Merger Agreement	89
Structure of the Merger	89
Closing of the Merger and Effective Time	89
Merger Consideration	90
Procedures for Exchanging CVLY Common Stock Certificates or Book-Entry Shares	90
Treatment of CVLY Equity Awards	91
Treatment of CVLY Employee Stock Purchase Plan	91
Conditions to the Merger	92
Termination	93
Effect of Termination and Abandonment	94
Termination Fee	95
No Solicitation; Acquisition Proposals	96
Nasdaq Listing	98
Indemnification and Insurance	98
Conduct of Business Pending the Merger	99
Employee Benefits	102
Other Covenants	102
Representations and Warranties	103
Expenses	104
Amendments	104
THE VOTING AGREEMENTS	105
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	106
Tax Consequences of the Merger	107
Tax Opinions	107
Information Reporting and Backup Withholding	108
Other Tax Consequences	108
COMPARISON OF SHAREHOLDER RIGHTS	109
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION	115
DESCRIPTION OF ORRF CAPITAL STOCK	126
LEGAL MATTERS	128
EXPERTS	128
FUTURE SHAREHOLDER MEETINGS	129
ORRF	129
CVLY	129
WHERE YOU CAN FIND MORE INFORMATION	130
APPENDIX A - MERGER AGREEMENT	A-1
APPENDIX B - OPINION OF RAYMOND JAMES & ASSOCIATES, INC	B-1
APPENDIX C - OPINION OF KEEFE, BRUYETTE & WOODS, INC	C-1

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Orrstown Financial Services, Inc. (''ORRF'') special meeting (the ''ORRF special meeting'') and the Codorus Valley Bancorp, Inc. (''CVLY'') special meeting (the ''CVLY special meeting''). These questions and answers may not address all questions that may be important to you as a ORRF or CVLY shareholder. To more fully understand the merger, the ORRF special meeting and the CVLY special meeting, you should read this entire joint proxy statement/prospectus, including the materials attached as appendices, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus.

Q: Why am I receiving this joint proxy statement/prospectus?

1. You are receiving this joint proxy statement/prospectus because ORRF and CVLY have entered into an agreement and plan of merger (as may be amended, supplemented or modified from time to time in accordance with its terms, the ''merger agreement''), pursuant to which ORRF would acquire CVLY. If the required shareholder approvals are obtained and the merger is subsequently completed, CVLY will be merged with and into ORRF (the ''merger''), with ORRF as the surviving corporation (the ''combined company''). The parties then intend to cause CVLY's wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, a Pennsylvania chartered bank (''PeoplesBank''), to be merged with and into Orrstown Bank, a Pennsylvania chartered bank, (''Orrstown Bank''), the wholly-owned bank subsidiary of ORRF (the ''bank merger''), with Orrstown Bank as the surviving bank (the ''combined bank'').
   In order to complete the merger, among other things:
2. • Holders of ORRF common stock (''ORRF shareholders'') must approve the issuance of shares of ORRF common stock, no par value (''ORRF common stock''), to the shareholders of CVLY (''CVLY shareholders''), pursuant to the merger agreement (the ''ORRF share issuance proposal''); and
   • CVLY shareholders must approve the merger agreement (the ''CVLY merger proposal'').

ORRF is holding the virtual ORRF special meeting to obtain approval of the ORRF share issuance proposal.

In addition, ORRF shareholders will be asked to approve a proposal to adjourn the ORRF special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the ORRF special meeting to approve the ORRF share issuance proposal (the ''ORRF adjournment proposal'').

CVLY is holding a virtual special meeting of CVLY shareholders (the ''CVLY special meeting'') to obtain approval of the CVLY merger proposal.

In addition, CVLY shareholders will be asked to approve, on a non-binding, advisory basis, the compensation payable to the named executive officers of CVLY in connection with the merger (the ''CVLY compensation proposal'') and to approve a proposal to adjourn the CVLY special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CVLY special meeting to approve the CVLY merger proposal (the ''CVLY adjournment proposal'').

This document is also a prospectus that is being delivered to CVLY shareholders because, pursuant to the merger agreement, ORRF is offering shares of ORRF common stock to CVLY shareholders.

We have included in this joint proxy statement/prospectus important information about the merger, the merger agreement, a copy of which is included as Appendix A to this joint proxy statement/prospectus, the ORRF proxy solicitation and the CVLY proxy solicitation. You should read this information carefully and in its entirety. Your vote is important and we encourage you to submit your proxy as soon as possible.

Q: What will happen in the merger?

1. In the merger, CVLY will merge with and into ORRF, with ORRF as the surviving company. In the bank merger, which will occur promptly after the merger, PeoplesBank will be merged with and into Orrstown Bank, with Orrstown Bank as the surviving bank.
   Each share of CVLY common stock, par value $2.50 per share (''CVLY common stock''), issued and outstanding immediately prior to the effective time of the merger (the ''effective time'') will be canceled

1

and converted into the right to receive 0.875 shares (the ''exchange ratio'') of ORRF common stock (the ''merger consideration''), as further described in the section entitled ''The Merger Agreement - Merger Consideration'' beginning on page 90.

After completion of the merger, (i) CVLY will no longer be a public company and will cease to exist,

1. (ii) CVLY common stock will be delisted from the Nasdaq Stock Market (''Nasdaq'') and will cease to be publicly traded, and (iii) CVLY common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the ''Exchange Act''). After the completion of the merger, ORRF shareholders will continue to own their existing shares of ORRF common stock. See the information provided in the section entitled ''The Merger - Structure of the Merger'' beginning on page 44 and the merger agreement for more information about the merger.

2. When and where will each of the special meetings take place?

1. The ORRF special meeting will be held virtually via live webcast, on May 30, 2024 at 9:00 a.m., local time. ORRF shareholders will not be able to attend the meeting in person.
   The CVLY special meeting will be held virtually via live webcast, on May 30, 2024 at 8:30 a.m., local time. CVLY shareholders will not be able to attend the meeting in person.

Q: What matters will be considered at each of the special meetings?

1. At the ORRF special meeting, ORRF shareholders will be asked to consider and vote on the following proposals:
2. • ORRF Proposal 1: The ORRF share issuance proposal; and
   • ORRF Proposal 2: The ORRF adjournment proposal.

At the CVLY special meeting, CVLY shareholders will be asked to consider and vote on the following proposals:

• CVLY Proposal 1: The CVLY merger proposal;
• CVLY Proposal 2: The CVLY compensation proposal; and
• CVLY Proposal 3: The CVLY adjournment proposal.

In order to complete the merger, among other things, ORRF shareholders must approve the ORRF share issuance proposal (the ''ORRF shareholder approval'') and CVLY shareholders must approve the CVLY merger proposal (the ''CVLY shareholder approval''). None of the approvals of the ORRF adjournment proposal, the CVLY compensation proposal or the CVLY adjournment proposal is a condition to the obligations of ORRF or CVLY to complete the merger.

1. Why must ORRF shareholders approve the issuance of shares of ORRF common stock in connection with the merger (i.e., the ORRF share issuance proposal)?

1. The ORRF shareholders are required to approve the issuance of shares of ORRF common stock in connection with the merger, which will require the affirmative vote of a majority of votes cast at the ORRF special meeting by the shareholders present in person or represented by proxy and entitled to vote. Because ORRF is listed on Nasdaq and is subject to Nasdaq's listing rules, and ORRF will issue in excess of 20% of its outstanding shares of ORRF common stock to CVLY shareholders in connection with the merger, under Nasdaq's listing rules, ORRF shareholders are required to approve the issuance of shares of ORRF common stock in connection with the merger. The merger cannot be completed unless ORRF shareholders approve the ORRF share issuance proposal.

Q: What will CVLY shareholders receive in the merger?

1. In the merger, CVLY shareholders will receive 0.875 shares of ORRF common stock for each share of CVLY common stock held immediately prior to the completion of the merger. ORRF will not issue any fractional shares of ORRF common stock in the merger. CVLY shareholders who would otherwise be entitled to a fractional share of ORRF common stock in the merger will instead receive an amount in cash

2