Board of Governors of the Federal Reserve System

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FR Y-6 0MB Number 7100-0297 Approval expires November 30, 2019 Page 1 of2

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:Q { Annual Report of Holding Companies-FR Y-6 ¢·

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Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a)

This report form is to be filed by all top-tier bank holding compa­nies, top-tier savings and loan holding companies, and U.S. inter­mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require­ments of and is not treated as a qualifying foreign banking orga­nization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or spon­sor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number.

and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11 (a)(1 ), 25, and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec­tions 113,165,312,618, and 809 of the Dodd-Frank Act (12 U.S.C. §§ 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)) . Return to the appropriate Federal Reserve Bank the original and the number of copies specified.

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOPIESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. I, Charles Wagner

Name of the Holding Company Director and Official

President Title of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre­pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.F.R. Part 261, that the Rep99r gflfj_ individual consent to public release of all details in thF/j:,epop con<J]rninJJ !hat indiviJl9al.

{AvG K-c Wo:Y':= /f ,,_ Signature of Holding Company Director and Offi l'E 03/31/2017 Date of Signature

For holding companies [1QJ_ registered with the SEC-Indicate status of Annual Report to Shareholders:

D is included with the FR Y-6 report

~ will be sent under separate cover

D is not prepared

For Federal Reserve Bank Use Only

RSSDID C.I.

Date of Report (top-tier holding company's fiscal year-end):

December 31, 2017 Month/ Day / Year

549300085RKRL 1 WWVD41 Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code)

Reporter's Name, Street, and Mailing Address

Coastal Banking Company Legal Title of Holding Company

1891 S 14th St (Mailing Address of the Holding Company) Street/ P.O. Box

Fernandina Beach FL 32034 -------

City State Zip Code

36 Sea Island Parkway Beaufort, SC 29907 Physical Location (if different from mailing address)

Person to whom questions about this report should be directed: Thomas Flournoy CFO ------------Name Title

904-321-2917 Area Code/ Phone Number/ Extension

904-321-5687 Area Code/ FAX Number

tom. flou rnoy@cbcnationalbank.com E-mail Address

www.coastalbank:ing.com Address (URL) for the Holding Company's web page

:~i~~:~~~n~~~~~:!~~~t- r~~u~~ted. f~-~ ~ny. ~~~i-~~- ~-f· .. ~ In accordance with the General Instructions for this report (check only one),

1. a letter justifying this request is being provided along with the report . . . . .. .. .. . . . . . . . . . . . .. . .. . . . . . . . . . . . .. .. .. .. .. . . . . . . .. D

2. a letter justifying this request has been provided separately . .. D NOTE: Information for which confidential treatment is being requested

must be provided separately and labeled as "confidential."

Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.50 hours per response, including time to gather and maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 2oth and C Streets, NW, Washington, DC 20551, and to the Office of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503. 03/2018

For Use By Tiered Holding Companies

FR Y-6 Page 2 of 2

Top-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies below.

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

12/2012

Form FRY-6

Coastal Banking Company, Inc. Beaufort, South Carolina

Fiscal Year Ending December 31, 2017

Report Item

1: Three copies of the annual report to shareholders will be forwarded to you separately upon completion.

2a: Organization Chart

Coastal Banking Company, Inc. Beaufort, SC

Incorporated in South Carolina

1. & 2. Owns all common securities of the Trust 3. Owns 100% of bank

1. Coastal Banking Company

Trust I Beaufort, SC

Est. in South Carolina

2. Coastal Banking Company Trust II

Beaufort, SC Est. in South Carolina

3. CBC National Bank Fernandina Beach, FL

LEI Number:

549300085RKRL I WWVD4 l

2b: Submitted electronically via Reporting Central on April 2, 2018.

3: (1 )There were no shareholders with ownership, control or holding of 5% or more with power to vote as of fiscal year ending 12/31/2017: (2)There were no shareholders with ownership, control or holding of 5% or more with power to vote during the year ending 12/31/2017

4: Insiders

Results: A list of branches for your holding company: COASTAL BANKING COMPANY, INC. (2855905) of BEAUFORT, SC.

The data are as of 12/31/2017. Data reflects information that was received and processed through 01/10/2018.

Reconciliation and Verification Steps 1. In the Data Action column of each branch row, enter one or more of the actions specified below 2. If required, enter the date in the Effective Date column

Actions OK: If the branch information is correct, enter 'OK' in the Data Action column.

\

Change: ff the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.

Close: If a branch listed was sold or closed, enter 'C lose ' in the Data Action column and the sale or closure date in the Effective Date column. De lete: If a branch listed was never owned by this depository institution, enter 'Dele te ' in the Data Action column . Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.

If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper.

Submission Procedure When you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information. If you are e-mailing this to your FRB contact, put your institution name, city and state in the subject l!ne of the e-mail.

Note: To satisfy the FR Y·lO reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Dele te, or Add . The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - https://ylOonline.federalreserve.gov.

• FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verificat ion of these values is not required .

Data Action Effective Date Branch Service Tvae Branch ID RSSD• Poaular Name Street Address City State Zip Code

OK Full Service (Head Office) 2855914 CBC NATIONAL BANK 1891 SOUTH 14TH STREET FERNANDINA BEACH Fl 32034

OK Full Service 3503696 OCALA MAIN OFFICE 910 SW 1ST AVENUE OCALA FL 34471

OK Full Service 4353012 WEST HIGHWAY 40 BRANCH 5860 WEST HIGHWAY 40 OCALA FL 34482

OK Full Service 4776929 PINELLAS BRANCH 2505 BURNSED BLVD THE VILLAGES FL 32163

OK Full Service 3610059 LADY'S ISLAND BRANCH 36 SEA ISLAND PARKWAY LADYS ISLAND SC 29907

OK Full Service 3591929 PORT ROYAL BRANCH 1700 RIBAUT ROAD PORT ROYAL SC 29935

County Country

NASSAU UNITED STATES

MARION UNITED STATES

MARION UNITED STATES

SUMTER UNITED STATES

BEAUFORT UNITED STATES

BEAUFORT UNITED STATES

FDIC UNINUM' Office Number• Head Office Head Office ID RSSD' Comments 77699 0 CBC NATIONAL BANK 2855914 Not Required Not Required CBC NATIONAL BANK 2855914 Not Required Not Required CBC NATIONAL BANK 2855914 Not Required Not Required CBC NATIONAL BANK 2855914

481046 6 CBC NATIONAL BANK 2855914

462451 3 CBC NATIONAL BANK 2855914

1uirector (U), t:xecut1ve umcer 1uate ot last (EO), Principal Shareholder (S) Name of Company City, State Position Held Ownership% update

JPP LLC Ocala, FL Managing Member 100.0% Vice

JOPA 484, Inc. Ocala, FL President/Treasurer 50.0% John Q Adams /D) Adams & Company, PA Ocala, FL President 100.0% 3/27/2018

ACA Construction Grp, Kenneth C Ausley (D) LLC Ocala, FL Project Manager 20.0% 3/27/2018

1 Christina H. Bryan (D) Hall Investments Fernandina Beach, FL Owner and Director 33.33% 3/27/2018

Rodeffer, Garner and Minor Orthodontics, L.C. Fernandina Beach, FL Director 16.70% Rodeffer and Garner Orthodontics, P.A. Jacksonville, FL Director 50.0%

D. Tod Garner Familv, LLC Fernandina Beach, FL Director 27.0%

J Twenty-nine Eleven, LLC Fernandina Beach, FL Director 25.0%

2 Suellen Rodeffer Garner /Dl Garner Partners, Inc Fernandina Beach, FL Director/Sec. 27.0% 3/27/2018 White :squirrel Properties, LLC Beaufort, SC President 100.0%

Sea Island Rentals Beaufort, SC President 51 .0%

Affordable Home Rentals Beaufort, SC President 100.0% 1 H ana H uuamy t-ropenies,

3 Mark B. Heles (D) LLC Beaufort, SC President 50.5% 3/27/2018

Coastal BankinQ Co. Inc. Beaufort, SC Director <1%

Hazzard Creek, LLC Beaufort, SC Owner and Director 100% H and H Quality Properties, LLC Beaufort, SC VP/Treasurer 49.50%

Island Pines, LLC Beaufort, SC Owner and Director 100% Veterinary Wellness Care, LLC Beaufort, SC Owner and Director 100% James w. Ho1aen ana Go.,

4 James W. Holden Jr. /Dl LLC Beaufort, SC Owner and Director 100% 3/27/2018

5 Ladson F. Howell (D) None 3/27/2018

Athena Corooration Beaufort, SC President 38%

Village Renaissance, Inc Beaufort, SC Manager & Treasurer 25%

Pinkerton Investments, LP Beaufort, SC Managing Partner 100% Pinkerton Management, LLC Beaufort, SC ManaQinq Member 50% Diocese of the Episcopal Church Beaufort, SC Trustee 13% St. Marks Episcopal Church Charleston, SC Treasurer 11% t-'1nKerton 1rrevocao1e

7 Robert B. Pinkerton /Dl Family Trust Beaufort, SC Trustee 100% 3/27/2018

8 Michael Sanchez (D, EO) Coastal Banking Co. Inc. Beaufort, SC CEO 1.55% 3/27/2018

Morrow Insurance Group, Inc of Fernandina Beach Fernandina Beach, FL Owner-President 100% Primeco Insurance Agency, Inc. Marietta, GA President 50%

9 Edward E. Wilson (D) Amelia HR Solutions Fernandina Beach, FL President 100% 3/27/2018 1 Managing \jenera1

10 Marshall E. Wood (D) Santa Maria Partnership Fernandina Beach, FL Partner 30% 3/27/2018

Executive Officers

12 Thomas J Flournoy None 3/27/2018

13 Charles A Wagner (EO) WLG Luxury Rentals, LLC Cumming, GA Member 16.67% 3/27/2018 vice

14 W. Durand Childers (EO) CFI, Inc. Cordele, GA President/Treasurer 50% 3/27/2018

15 0. Mitchell Smith (EO) DI, LLC Albany, GA Member 25% 3/27/2018

16 Brynn Stensrud (EO) None 3/27/2018

Form FR Y-6 Coastal Banking Company, Inc.

Fiscal Year Ending December 31, 2017 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c)

(1)(a) (2) (3)(a) (3)(b) (3)(c) (4)(a) (4)(b) (4)(c) Names & Principal Title & Title& Title & Percentage Percentage List names Address Occupation Position Position Position of Voting of Voting of other (City, State, if other with with with Other Shares in Shares in companies Country) than with Holding Subsidiaries Businesses Holding Subsidiaries if 25% or

Holding Company Company more of

Company (includes voting options vested securities

but not are held

exercised)

John Q. Adams Accounting Director Director Manging Member 1.01% none JPP, LLC 100% Ocala, FL CBC National Bank JPP, LLC USA

Vice PresidenVTreasurer JOPA 484, Inc. 50% JOPA 484, Inc.

President Adams & Company, PA 100%

Adams & Company, PA

Kenneth C. Ausley Construction Director Director Project Manager 0.83% none none Ocala, FL CBC National Bank ACA Construction Group, LLC USA

Christina H. Bryan Petroleum Director Director Owner & Director 0.00% none Hall Investments 33.33% Fernandina Beach, FL Distribution CBC National Bank Hall Investments USA Consultant

Suellen Rodeffer Gamer Orthodontist Director Director Director 1.93% none Rodeffer, Gamer & Minor Orthodontics, LC. 16.70% Fernandina Beach, FL CBC National Bank Rodeffer, Gamer & Minor USA Orthodontics, L.C.

Director & Secretary Gamer Partners, Inc. 50% Gamer Partners, Inc.

Director Rodeffer & Gamer Orthodontics, P.A. 50% Rodeffer & Gamer Orthodontics, P.A.

Director D. Tod Gamer Family, LLC. 27% D. Tod Gamer Family, LLC

J Twenty-nine Eleven, LLC J Twenty-nine Eleven, LLC 25%

Mark B. Heles Real Estate & Director Director President 1.01% none H & H Quality Properties, LLC, 50.5% Beaufort, SC Human Resources CBC National Bank H & H Quality Properties, LLC USA

President Affordable Home Rentals, Inc., 100% Affordable Home Rentals , Inc.

President Sea Island Rentals, Inc., 51% Sea Island Rentals, Inc.

President White Squirrel Properties, LLC 100% White Squirrel Properties, LLC

James W. Holden, Jr., DVM Veterinarian Director & Director Owner & Director 0.65% none Veterinary Wellness Care, LLC 100%

Beaufort, SC Secretary CBC National Bank Veterinary Wellness Care, LLC USA

VP/Treasurer H & H Quality Properties. LLC 49.5% H and H Quality Properties, LLC

Owner & Director James W. Holden & Company, LLC 100% James W. Holden & Co, LLC

Owner & Director Hazard Creek, LLC 100% Hazard Creek, LLC

Owner & Director Island Pines, LLC 100%

Island Pines, LLC

Ladson F. Howell Retired Director & Director None 0.43% none none

Beaufort, SC Attorney Vice- CBC National Bank USA Chairman

Robert B. Pinkerton Manufacturing Director Director President 0.71% none Athena Corporation 50%

Beaufort, SC CBC National Bank Athena Corporation

USA Treasurer Village Renaissance, Inc. 25% Village Renaissance, Inc.

Managing Member Pinkerton Management Group 50%

Pinkerton Management Group

Managing Partner Pinkerton Investments 100%,

Pinkerton Investments

Trustee Pinkerton Irrevocable Family Trust 100% Page 1

Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c)

(1)(a) (2) (3)(a) Names & Principal Title & Address Occupation Position (City, State, if other with Country) than with Holding

Holding Company Company

Michael G. Sanchez NIA Chairman & Fernandina Beach, FL PresidenUCEO USA

Charles K. Wagner NIA Director Alpharetta, GA USA

Edward E. Wilson Insurance Director Fernandina Beach, FL Agent USA

Marshall E. Wood Attorney Director Fernandina Beach,FL USA

W . Durand Childers NIA NIA Fernandina Beach, FL USA

Thomas J. Flournoy NIA CFO Fernandina Beach, FL USA

Brynn Stensrud NIA NIA Alpharetta, GA USA

0 . Mitchell Smith NIA NIA Fernandina Beach, FL USA

Form FR Y-6 Coastal Banking Company, Inc.

Fiscal Year Ending December 31, 2017

(3)(b) Title & Position with Subsidiaries

Chairman & CEO CBC National Bank

President CBC National Bank

Director CBC National Bank

Director CBC National Bank

Executive Vice President CBC National Bank

Executive Vice PresidenVCFO CBC National Bank

Executive Vice President CBC National Bank

Executive Vice President CBC National Bank

(3)(c) (4)(a) Tille & Percentage Position of Voting with Other Shares in Businesses Holding

Company

(includes

options vested

but not

exercised) Pinkerton Irrevocable Famrly Trust

None 1.99%

Owner 1.62% Zonia Holdings, Inc.

Member CK Luxury Rentals, LLC

Member WLG Luxury Rentals, LLC

Owner & President 1.37% Morrow Insurance Group, Inc. of Fernandina Beach

President Primeco Insurance Agency, Inc.

President Amelia HR Solutions

Managing General Partner 0.97% Santa Maria Partnership

Vice President & Treasurer 0.67% CFI, Inc.

None 0.07%

None 0.55%

None 0.11%

(4)(b) (4)(c) Percentage List names of Voting of other Shares in companies Subsidiaries if 25%or

more of

voting

securities

are held

none none

none Zonia Holdings, Inc. 100%

CK Luxury Rentals, LLC 50%

none Morrow Insurance Group, Inc of Fernandina Beach 100%

Primeco Insurance Agency, Inc. 50%

Amelia HR Solutions 100%

none Santa Maria Partnership 30%

none CFI, Inc. 50%

none none

none none

none none

NOTE: We were advised by counsel that Childers and Stensrud meet the SEC definition of affiliates of Coastal Banking Company, Inc. based on their influence over strategic decisions with in both the bank and holding company, so we have always cons idered them as insiders of both entities. You are correct that neither of them are employees or officers of the holding company, Coastal Banking Company, Inc., however both are actively involved in management of both entities.

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