Eastern Michigan Financial : Proxy Statement

March 18, 2022

Dear Shareholder:

I invite you to review the enclosed 2021 Annual Report for Eastern Michigan Financial Corporation. In addition, you will find the following items enclosed:

•  Notice of 2022 Annual Meeting of Shareholders

•  Proxy Card for 2022 Annual Meeting of Shareholders

•  Proxy Statement for Annual Meeting of Shareholders

•  Minutes of the 2021 Annual Meeting of Shareholders

•  Return envelope for the Proxy Card

Please return your signed Proxy Card in the postage-paid return envelope, even if you plan on attending the Annual Meeting in person.

I hope you will be able to attend the 2022 Annual Shareholders Meeting, which will be held on Tuesday, April 26, 2022, at 5:30 p.m. (local time) at Lakeview Hills Golf Resort, 6560 E. Peck Road, Lexington, Michigan 48450.

Sincerely,

William G. Oldford, Jr. Chief Executive Officer

EASTERN MICHIGAN FINANCIAL CORPORATION

65 North Howard Avenue

Croswell, Michigan 48422

Telephone: [phone]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Tuesday, April 26, 2022

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Eastern Michigan Financial Corporation (the "Company"), a Michigan corporation, will be held on Tuesday, April 26, 2022, at 5:30 p.m. (local time), or any adjournment or postponement thereof, (the "Meeting") at the Lakeview Hills Golf Resort, 6560 E. Peck Road, Lexington, Michigan 48450 for the following purposes:

• 1. To elect three directors to our Board of Directors to serve for the terms indicated in the accompanying Proxy Statement, or until their successors are duly elected and qualified; and

• 2. To transact such other business as may properly come before the Meeting or at any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on March 7, 2022, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.

Your vote is important, and we ask that you act as soon as possible to vote your shares before the Meeting. Shareholders of record do so (i) by voting electronically over the Internet by following the instructions on your proxy card, (ii) by mailing your completed and signed proxy card in the envelope previously provided, or (iii) by phone, by following the instructions on your proxy card.

If your shares are held in "street name" by an intermediary, such as a broker, we ask that you communicate your voting instructions to the intermediary as soon as possible.

Your vote is important. Even if you plan to attend the Meeting, please date and sign the enclosed Proxy Card, indicate your choice with respect to the matters to be voted upon, and return it promptly in the enclosed envelope, or vote online or by phone. Note that if the stock is held in more than one name, all shareholders of record must sign the Proxy Card.

By order of the Board of Directors,

William G. Oldford, Jr., Chief Executive Officer

EASTERN MICHIGAN FINANCIAL CORPORATION

65 North Howard Avenue

Croswell, Michigan 48422

Telephone: [phone]

PROXY STATEMENT FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD TUESDAY, APRIL 26, 2022

General

This Proxy Statement is furnished to the shareholders of Eastern Michigan Financial Corporation (the "Company") in connection with the solicitation by the Board of Directors of proxies for use at the annual meeting of the Company's shareholders, to be held on Tuesday, April 26, 2022, at 5:30 p.m. (local time), or any adjournment or postponement thereof, (the "Meeting") at the Lakeview Hills Golf Resort, 6560 E. Peck Road, Lexington, Michigan 48450.

The cost of preparing and mailing the proxy materials will be paid by the Company. Solicitation of proxies may be made by mail, personally, or by telephone, facsimile, or other means by officers, directors, and employees of the Company and by proxy solicitors, if retained by the Company. We may request that brokers solicit proxies from their customers.

Record Date, Issued and Outstanding Shares

Our Board of Directors has fixed the close of business on March 7, 2022, as the record date ("Record Date") for the Meeting. Only stockholders of record as of that date are entitled to notice of and to vote at the Meeting or any adjournment thereof. As of the Record Date, there were 1,259,736 shares of our common stock issued and outstanding. As such, the holders of common stock are entitled to 1,259,736 votes in connection with the Meeting.

Quorum Requirement

The holders of shares representing a majority of the voting power of the outstanding shares of common stock entitled to vote at the Meeting must be present in person or represented by proxy in order for there to be a quorum. If the shares present, in person and by proxy, do not constitute the required quorum, the Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum. For purposes of determining whether a quorum is present, abstentions and "broker non-votes" will be treated as shares that are present and entitled to vote at the Meeting.

Voting and Proxies

The holders of common stock are entitled to one vote per share on any proposal presented at the Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof. Whether you hold shares directly as the stockholder of record or beneficially through a brokerage firm or financial institution, you may direct how your shares are voted without attending the meeting.

Voting Procedures for Record Holders

If on the Record Date your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholder of record. Shareholders of record may vote their shares before theMeeting, (i) by voting electronically over the Internet by following the instructions on your proxy card, (ii) by mailing your completed and signed proxy card in the envelope previously provided, or (iii) by phone, by following the instructions on your proxy card.

Voting Procedures for Shares Owned in Street Name

If on the Record Date your shares were held in an account at a brokerage firm or financial institution, which is commonly referred to as your shares being held in "street name," then you are the beneficial owner of those shares, and the brokerage firm or financial institution holding your account is considered to be the stockholder of record for purposes of voting at the Meeting. As the beneficial owner, you should have received voting instructions from the broker or other nominee holding your shares. You should follow the voting instructions provided by your broker or nominee in order to instruct your broker or other nominee on how to vote your shares.

Revocation of Proxy

Any proxy given pursuant to this solicitation may be revoked at any time before it is voted either by (i)

signing and returning a new Proxy Card with a later date, or (ii) filing with our Corporate Secretary a written notice of revocation which must be dated later than the date of the proxy being revoked. If your shares are held in "street name," you will need to furnish a proxy or letter from the broker or other nominee that holds your account that confirms that you are the beneficial owner of those shares. Any written notice of revocation should be sent to the attention of our Corporate Secretary at 65 North Howard Avenue, Croswell, Michigan 48422.

Broker Non-Votes

The New York Stock Exchange ("NYSE") has rules that govern the giving of proxies by a member firm in whose name, or in whose nominee's name, stock is registered and is beneficially owned by the firm's clients. Under these rules, brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters ("routine matters") but do not have the discretion to vote uninstructed shares as to certain other matters ("non-routine matters"). A "broker non-vote" occurs when a broker has not received voting instructions from a beneficial owner on a non-routine matter and therefore cannot vote such beneficial owner's shares on the matter. Under NYSE interpretations, the Proposal (election of directors) included in this Proxy Statement is considered a non-routine matter. However, since broker non-votes are not counted in any vote requiring a plurality of votes cast, broker non-votes will have no effect on the outcome of voting for the election of directors (Proposal).

Votes Required

Directors are elected by a plurality of the votes of the shares of common stock represented and voted at the Meeting. If you withhold your vote for a particular nominee, then your vote will not count "for" such nominee. Broker non-votes will not be treated as votes cast with respect to the election of directors and thus, will have no effect on the outcome of the election of directors.

Proxy Cards received with no election marked will be voted in accordance with the Board of Director's recommendation for each proposal.

No matter currently is expected to be considered at the Meeting other than the election of directors, which is set forth in the accompanying Notice of Meeting of Stockholders. If any other matters are properly brought before the Meeting for action, it is intended that the persons named in the Proxy Card and acting thereunder will vote in accordance with their discretion on such matters. A majority of the votes cast will be necessary to approve any other proposal that may properly come before the Meeting. Accordingly, abstentions and broker non-votes will have no effect on the outcome.

Proxy Solicitation

We expect to solicit proxies primarily by mail. We may also solicit proxies by e-mail from the majority of our employee shareholders as well as from shareholders who previously requested to receive proxy materials electronically. Directors or Company officers, other employees, or retirees also may solicit proxies in person or by telephone at a nominal cost. Brokers and other custodians, nominees, and fiduciaries will be asked to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. The cost of soliciting proxies will be paid by the Company.

Forward-Looking Statements

All statements included in this Proxy Statement and any documents incorporated herein by reference, other than statements of historical fact, are forward-looking statements within the meaning of applicable federal and state law. Forward-looking statements are generally identified by words such as "may," "could," "will," "should," "assume," "expect," "anticipate," "plan," "intend," "believe," or the negative of these terms, and other comparable terminology. Although we believe the expectations and intentions reflected in our forward-looking statements are reasonable, we cannot assure you that these expectations and intentions will prove to be correct. Various risks and other factors could cause actual results and actual events that occur to differ materially from those contemplated by the forward looking statements. Many of the risk factors are beyond our ability to control or predict. You should not unduly rely on any of our forward-looking statements. These statements are made as of the date of this Proxy Statement. Except as may otherwise be required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to us and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this Proxy Statement. The Company claims all protections provided by law for all of its forward-looking statements.