Madison County Financial : Apr, 6 2023 - Madison County Financial, Inc. Announces 2023 Annual Meeting, Proxy Statement and 2022 Annual Report

NOTICE OF 2023 ANNUAL MEETING, PROXY STATEMENT AND

2022 ANNUAL REPORT

MADISON COUNTY FINANCIAL, INC.

Corporate Profile

Madison County Financial, Inc., (the "Company") headquartered in Madison, Nebraska, is the holding company for Madison County Bank. Madison County Financial, Inc. is quoted on the OTC Pink tier of OTC Market Group's quotation system under the symbol "MCBK".

The Company was incorporated in Maryland in 2011 as part of the mutual-to-stock conversion of Madison County Holding Company, MHC, the former mutual holding company of Madison County Bank, for the purpose of becoming the savings and loan holding company of Madison County Bank. Since being incorporated, other than holding the common stock of Madison County Bank, retaining approximately 50% of the net cash proceeds of the stock conversion offering and making a loan to the employee stock ownership plan of Madison County Bank, we have not engaged in any business activities to date, except the repurchase of shares of our outstanding common stock, and acquisitions of Winside Bancshares Incorporated and Warnemunde Insurance & Real Estate Agency, Inc. in 2015, as previously publicly disclosed. Through December 31, 2022, we have repurchased 928,394 shares of our common stock.

Madison County Bank is a Nebraska chartered commercial bank headquartered in Madison, Nebraska, which is the county seat of Madison County, and is located in northeastern Nebraska approximately 110 miles northwest of Omaha and approximately 100 miles southwest of Sioux City, Iowa. Madison County Bank was organized in 1888 under the name The Madison County Building and Loan Association and has operated continuously in northeast Nebraska since this date. We reorganized into the mutual holding company structure in 2004 by forming Madison County Holding Company, MHC, a federally chartered mutual holding company, which converted to stock form, and was succeeded by Madison County Financial, Inc. in October 2012.

Banking Locations
Main Office:
111 West Third Street
Madison, NE 68748
Full-Service Branches:
2100 Pasewalk Avenue	1650 North 13th Street	103 South Fourth Street
Norfolk, NE 68701	Norfolk, NE 68701	Albion, NE 68620
402 West Locust Avenue	411 Main Street
Plainview, NE 68769	Winside, NE 68790
Limited Service Branch:
815 Main Street
Creighton, NE 68729
Transfer Agent
Computershare
150 Royall Street, Suite 101
Canton, MA 02021

April 6, 2023

Dear Stockholder:

Our 2023 Annual Meeting of Stockholders (the "Annual Meeting") will be held at the Norfolk branch of the Madison County Bank, located at 1650 North 13th Street, Norfolk, NE 68701 at 9:00 a.m., Central Time, on Monday, May 15, 2023.

The enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted. Also enclosed for your review is our Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance.

The Annual Meeting is being held so that stockholders may vote upon the election of directors, the ratification of the appointment of FORVIS, LLP as our independent auditor for the year ending December 31, 2023 and any other business that properly comes before the Annual Meeting.

Our Board of Directors has determined that approval of each of the matters to be considered at the Annual Meeting is in the best interests of Madison County Financial, Inc. and our stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote "FOR" the election of directors and "FOR" the ratification of the appointment of FORVIS, LLP as our independent auditor for the year ending December 31, 2023.

On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card as soon as possible, even if you currently plan to attend the Annual Meeting. This will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the Annual Meeting. Your vote is important, regardless of the number of shares that you own.

Sincerely,

David J. Warnemunde

President and Chief Executive Officer

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MADISON COUNTY FINANCIAL, INC.

111 West Third Street

Madison, Nebraska 68748

[phone]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE	9:00 a.m. Central Time, on Monday, May 15, 2023
PLACE	Norfolk branch of Madison County Bank,
	1650 North 13th Street, Norfolk, NE 68701
	[phone]
ITEMS OF BUSINESS	1.	The election of three directors of Madison County
		Financial, Inc. to serve for a term of three years;
	2.	The ratification of the appointment of FORVIS,
		LLP as Madison County Financial, Inc.'s
		independent auditor for the year ending December
		31, 2023; and
	3.	Such other matters as may properly come before
		the Annual Meeting, or any adjournments thereof.
		The Board of Directors is not aware of any other
		business to come before the Annual Meeting.
RECORD DATE	In order to vote, you must have been a stockholder
	at the close of business on March 23, 2023.
PROXY VOTING	A Proxy Card and a Proxy Statement for the Annual

Meeting are included. It is important that your shares

be represented and voted at the meeting. Please complete and sign the enclosed proxy card, which is solicited by the Board of Directors, and mail it promptly in the enclosed envelope. The proxy will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

Warren R. Blank

Corporate Secretary

Madison, Nebraska

April 6, 2023

NOTE: Whether or not you plan to attend the annual meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed self-addressed envelope. No postage is required if mailed within the United States.