Touchstone Bankshares : 2023 Combined Proxy Statement & Annual Financials

Touchstone Bankshares, Inc.

Dear Fellow Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders ("Annual Meeting") of Touchstone Bankshares, Inc. (the "Company") on Wednesday, May 17, 2023, at 2:00 p.m. Eastern Time at the Holiday Inn Petersburg North-Fort Lee, located at 401 East Roslyn Road in Colonial Heights, Virginia.

At the Annual Meeting, you will be asked to elect four directors for a term of three years each, one director for a term of one year, and ratify the appointment of Brown Edwards & Company, LLP, as the Company's independent auditor for the year ending December 31, 2023.

We hope you can join us for the Annual Meeting. Whether or not you plan to attend, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed envelope or vote your shares by the Internet or telephone. Instructions on how to vote by using the Internet or telephone are located on your proxy card. Your vote is important, regardless of the number of shares you own.

We appreciate your continuing loyalty and support.

Sincerely,

James R. Black

President and Chief Executive Officer

This proxy statement is being mailed to shareholders on or about April 13, 2023. The date of this proxy statement is April 7, 2023.

Touchstone Bankshares, Inc.

4300 Crossings Boulevard

Prince George, Virginia 23875

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 17, 2023

To Our Shareholders:

The Annual Meeting of Shareholders of Touchstone Bankshares, Inc. (the "Company") will be held on Wednesday, May 17, 2023 at 2:00 p.m. Eastern Time at the Holiday Inn Petersburg North-Fort Lee, located at 401 East Roslyn Road in Colonial Heights, Virginia. The meeting is being held for the following purposes:

1. To elect four directors for a term of three years each;
2. To elect one director for a term of one year;
3. To ratify the appointment of Brown Edwards & Company, LLP as the Company's independent auditor for the year ending December 31, 2023; and
4. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The Company has fixed March 31, 2023 as the record date for the Annual Meeting. Only holders of record of the Company's common stock at the close of business on that date are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements of the meeting.

Please complete, sign, and return the enclosed proxy card promptly in the envelope provided, or follow the instructions on your proxy card to vote by the Internet or telephone. If you attend the Annual Meeting, you may, if you desire, revoke your proxy and vote in person during the meeting.

By Order of the Board of Directors

Keisha L. Cachie

Corporate Secretary

April 7, 2023

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE MATTERS PROPOSED AT THE ANNUAL MEETING

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

May 17, 2023

GENERAL

The enclosed proxy is solicited by the Board of Directors of Touchstone Bankshares, Inc. (the "Company") for the Annual Meeting of Shareholders (the "Annual Meeting") of the Company to be held at 2:00 p.m. Eastern Time on Wednesday, May 17, 2023 at the Holiday Inn Petersburg North-Fort Lee, located at 401 East Roslyn Road in Colonial Heights, Virginia. The approximate mailing date of this Proxy Statement and accompanying proxy is April 13, 2023.

Voting Rights of Shareholders

Only shareholders of record of the Company's common stock at the close of business on March 31, 2023, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. As of the close of business on March 31, 2023, there were 3,258,230 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. The Company has no other class of stock outstanding that is entitled to vote at the Annual Meeting. Each share of common stock entitles the record holder thereof to one vote upon each matter to be voted upon at the Annual Meeting.

Voting Instructions on the Proxies

If a properly signed proxy contains specific voting instructions, those instructions will be followed. However, if a shareholder signs and returns a proxy card without selecting on one or more proposals, the shareholder then gives authority to the individuals designated on the proxy card to vote on the proposal(s) for which the shareholder has not made specific selections or given instructions and any other matter that may arise at the Annual Meeting. If no specific selection is made or instructions given, it is intended that all proxies that are signed and returned will be voted "FOR" the election of all nominees for director and "FOR" the ratification of Brown Edwards & Company, LLP as the Company's independent auditor in 2023.

For additional convenience, voting by Internet and telephone is permitted. A vote by Internet or telephone will have the same effect as a vote by a properly signed paper proxy.

How Shares Will be Voted if a Proxy is not Provided

Whether a shareholder's shares will be voted if he or she does not provide a proxy depends on how the ownership of shares of common stock is registered. If a shareholder owns his or her shares as a registered holder, which means that the shares of common stock are registered in the shareholder's name, and the shareholder does not provide a proxy or attend the Annual Meeting, those shares will not be represented at the Annual Meeting, will not count toward the quorum requirement, which is explained below, and will not be voted.

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