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Section 1: 424B3 (424B3)


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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-230961



LOGO

 

GRAPHIC

PROSPECTUS OF GERMAN AMERICAN BANCORP, INC. FOR UP TO
1,665,692 SHARES OF COMMON STOCK AND
PROXY STATEMENT OF CITIZENS FIRST CORPORATION



         Citizens First Corporation (which we refer to as "Citizens First") proposes to merge with and into German American Bancorp, Inc. (which we refer to as "German American"). At the effective time of the proposed merger, each outstanding share of Citizens First's common stock would be converted into the right to receive:

         Because the exchange ratio is fixed (except for customary anti-dilution adjustments), if you receive German American common stock as consideration for all or a portion of your shares of Citizens First common stock, the implied value of the stock consideration that you will receive will depend on the market price of German American common stock when you receive your shares of German American common stock. On February 20, 2019, the last business day prior to the public announcement of the merger, the closing price of a share of German American common stock was $31.59, which based on the of 0.6629 exchange ratio and $5.80 per share cash consideration, represented an implied value of $26.74 per share of Citizens First common stock. On April 26, 2019, the most recent practicable trading day before this proxy statement/ prospectus was finalized, the closing price of a share of German American common stock was $29.49, which based on the of 0.6629 exchange ratio and $5.80 per share cash consideration, represented an implied value of $25.35 per share of Citizens First common stock. You should obtain current market prices for shares of German American common stock which is listed on the NASDAQ Global Select Market under the symbol "GABC."

         Citizens First will hold a special meeting of its shareholders to vote on the merger agreement proposal at the Carroll Knicely Institute for Economic Development and Public Service—South Campus, 2355 Nashville Road, Bowling Green, Kentucky, on June 25, 2019, at 10:00 a.m., local time. Your vote is important, because your failure to vote will have the same effect as your voting against the merger agreement proposal. Regardless of whether you plan to attend the special meeting, please take the time to vote your shares in accordance with the instructions contained in the attached proxy statement/prospectus.

         Citizens First's board of directors unanimously recommends that you vote "FOR" the merger.

         This proxy statement/prospectus describes the special meeting, the merger agreement proposal, the German American shares to be issued in the merger, the manner of calculation of the number of German American shares to be issued and the amount of cash to be paid for each Citizens First common share in the merger, and other related matters. Please carefully read this entire document, including "Risk Factors" beginning on page 26, for a discussion of the risks relating to the merger agreement proposal and the German American common shares. Information about German American is included in this document and in documents that German American has filed with the Securities and Exchange Commission. See "WHERE YOU CAN FIND MORE INFORMATION," on page 91.

         Neither the Securities and Exchange Commission nor any state securities commission or regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

         The securities are not savings accounts, deposits or obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

         The common shares of German American are traded on the NASDAQ Global Select Market under the symbol "GABC," and the common shares of Citizens First are traded on the NASDAQ Global Market under the symbol "CZFC."

         All information in this proxy statement/prospectus concerning German American and its subsidiaries has been provided by German American, and all information in this proxy statement/prospectus concerning Citizens First has been provided by Citizens First.

         You should rely only on the information contained in this proxy statement/prospectus to vote on the proposals to Citizens First's shareholders in connection with the merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement/prospectus.

         You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date below, and neither the mailing of this proxy statement/prospectus to shareholders nor the issuance of German American shares as contemplated by the merger agreement shall create any implication to the contrary.



This proxy statement/prospectus is dated May 3, 2019, and it is first being mailed to Citizens First Corporation shareholders on or about May 7, 2019.


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AVAILABLE INFORMATION

        As permitted by the rules of the Securities and Exchange Commission (the "SEC"), this proxy statement/prospectus incorporates important information about German American from other documents that are not included or delivered with this document. You may request, either orally or in writing, a copy of the documents incorporated by reference by German American in this proxy statement/prospectus without charge by requesting them in writing or by telephone from German American at the following addresses and telephone number:

        If you would like to request documents, please do so by Tuesday, June 18, 2019, in order to receive them before Citizens First's special meeting.

        You also can obtain documents incorporated by reference in this document through the SEC's website at www.sec.gov. See "WHERE YOU CAN FIND MORE INFORMATION," on page 91.


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LOGO

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 25, 2019

        A special meeting of shareholders of Citizens First Corporation, a Kentucky corporation ("Citizens First"), will be held at 10:00 a.m., local time, on June 25, 2019 at the Carroll Knicely Institute for Economic Development and Public Service—South Campus, 2355 Nashville Road, Bowling Green, Kentucky. Any adjournments or postponements of the special meeting will be held at the same location unless otherwise announced at the conclusion of the adjourned or postponed meeting session.

        At the special meeting, you will be asked:

        The accompanying proxy statement/prospectus describes the merger agreement and the proposed merger in detail, and includes a copy of the merger agreement (which includes the plan of merger) attached as Annex A. We urge you to read these materials carefully. The proxy statement/prospectus (and Annex A) forms a part of this notice.

        Shareholders of Citizens First have dissenters' rights with respect to the merger under the Kentucky Business Corporation Act. Shareholders who assert their dissenters' rights and comply with the procedural requirements of Subtitle 13 of the Kentucky Business Corporation Act will be entitled to receive payment of the fair value of their shares in cash in accordance with Kentucky law. A copy of Subtitle 13 of the Kentucky Business Corporation Act is attached as Annex C to the accompanying proxy statement/prospectus.

        The board of directors of Citizens First unanimously recommends that Citizens First shareholders vote "FOR" (1) the proposal to approve the merger agreement, (2) the proposal to approve merger-related compensation (on an advisory basis), and (3) the proposal to approve adjournments.

        The board of directors of Citizens First has fixed the close of business on May 1, 2019 as the record date for determining the shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Approval of the merger agreement proposal requires the affirmative vote of at least a majority of the issued and outstanding shares of Citizens First common stock. Approval of the merger-related compensation proposal and the adjournment proposal each requires that more shares of Citizens First common stock be voted in favor of the proposal than are voted against it.

        To ensure your representation at the special meeting, please follow the voting procedures described in the accompanying proxy statement/prospectus. Submitting your proxy will not prevent you from voting in person. Your proxy may be revoked at any time before it is voted.

        If you have any questions or need assistance voting your shares, please contact the undersigned at (270) 393-0700.

  By Order of the Board of Directors

 

M. Todd Kanipe, President and
Chief Executive Officer
Bowling Green, Kentucky
May 3, 2019


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QUESTIONS AND ANSWERS

  1

SUMMARY

  7

SELECTED CONSOLIDATED FINANCIAL DATA

  18

GERMAN AMERICAN FIVE-YEAR SUMMARY OF SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

  19

CITIZENS FIRST FIVE-YEAR SUMMARY OF SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

  20

GERMAN AMERICAN SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

  21

RISK FACTORS

  26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

  30

THE SPECIAL MEETING

  31

PROPOSAL 1—THE MERGER

  36

THE MERGER AGREEMENT

  58

PROPOSAL 2—NON-BINDING ADVISORY VOTE ON MERGER-RELATED COMPENSATION

  73

PROPOSAL 3—ADJOURNMENT OF THE SPECIAL MEETING

  74

DESCRIPTION OF GERMAN AMERICAN

  76

DESCRIPTION OF CITIZENS FIRST

  77

COMPARISON OF RIGHTS OF CITIZENS FIRST SHAREHOLDERS AND GERMAN AMERICAN SHAREHOLDERS

  78

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

  86

LEGAL MATTERS

  90

EXPERTS

  90

SHAREHOLDER PROPOSALS FOR FUTURE ANNUAL MEETINGS

  90

WHERE YOU CAN FIND MORE INFORMATION

  91

WHAT INFORMATION YOU SHOULD RELY ON

  93

Annex A—Agreement and Plan of Reorganization

   

Annex B—Opinion of Keefe, Bruyette & Woods, Inc.

   

Annex C—Subtitle 13 of the Kentucky Business Corporation Act, Dissenters' Rights

   

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QUESTIONS AND ANSWERS

        The following questions and answers are intended to address some commonly-asked questions regarding the proposed merger and the special meeting. These questions and answers may not address all the questions that may be important to you as one of Citizens First's shareholders. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus and the annexes to this proxy statement/prospectus.

Q:
What am I being asked to vote on? What is the proposed transaction?

A:
You are being asked to vote on a proposal to approve a merger agreement (including the related plan of merger) between Citizens First Corporation (which we refer to as "Citizens First") and German American Bancorp, Inc. (which we refer to as "German American"), and the transactions contemplated by the merger agreement, including the merger of Citizens First with and into German American. We refer to this proposal as the "merger agreement proposal." As a result of the merger contemplated by the merger agreement proposal, Citizens First will cease to exist and Citizens First's bank subsidiary, Citizens First Bank, Inc. (which we refer to as "Citizens First Bank"), will merge into German American's bank subsidiary (which is named "German American Bank").
Q:
What will I be entitled to receive in the merger?

A:
If the merger is completed, and you continue through the effective time of the merger to hold your shares of Citizens First common stock (other than Dissenting Shares as described below), you will be entitled to receive for (or in respect of) each of those shares of Citizens First common stock both:

0.6629 shares of German American common stock (and cash in lieu of any fractional share interests), and

a cash payment of $5.80 (subject to reduction to the extent that Citizens First's consolidated common shareholder's equity is not at least equal to a certain level at the time of closing. See "THE MERGER AGREEMENT—Calculation of Possible Reduction in Cash Payments" on page 59).

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Q:
Am I entitled to "dissenters' rights" (sometimes also called "appraisal rights")?

A:
Yes. The shareholders of Citizens First have dissenters' rights with respect to the merger as described in the section entitled "THE MERGER AGREEMENT—Dissenters' Rights of Appraisal" beginning on page 69 of this proxy statement/prospectus. Shares of Citizens First common stock that are issued and outstanding immediately prior to the effective time of the merger and which are held by persons who have properly exercised, and not withdrawn or waived, their dissenters' rights ("Dissenting Shares") in accordance with the Kentucky Business Corporation Act ("KBCA") will not be converted into the right to receive the merger consideration described in the preceding answer. Instead, those holders will be entitled to receive, in lieu of the merger consideration, payment of the fair value of their Dissenting Shares in accordance with the provisions of the KBCA unless and until those holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the KBCA.

Q:
Why do Citizens First and German American want to merge?

A:
Citizens First's board of directors believes that the offer of 0.6629 shares of German American common stock plus $5.80 in cash for each share of Citizens First common stock is attractive from a financial perspective, and that the proposed merger will provide Citizens First shareholders with substantial benefits in light of German American's financial strength, the stock price performance and greater liquidity of its shares, and the prospects for the combined company. Citizens First's board of directors also believes that the merger presents a more certain opportunity to enhance shareholder value for Citizens First's shareholders than remaining independent.
Q:
Why am I being asked to cast an advisory (non-binding) vote to approve the compensation payable to certain Citizens First officers in connection with the merger?

A:
The Securities and Exchange Commission (the "SEC"), in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), has adopted rules that require Citizens First to seek an advisory (non-binding) vote with respect to certain payments that are payable to Citizens First's named executive officers in connection with the merger.

Q:
What will happen if Citizens First's shareholders do not approve such compensation at the special meeting?

A:
Citizens First shareholder approval of the compensation payable to certain of Citizens First's executive officers in connection with the merger is not a condition to completion of the merger.

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Q:
What constitutes a quorum for the special meeting?

A:
The presence at the special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Citizens First common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

Q:
What vote is required to adopt the proposals at the special meeting?

A:
Approval of the merger agreement proposal requires the affirmative vote of at least a majority of the issued and outstanding shares of Citizens First common stock. Abstentions (and broker non-votes, if any) will have the same effect as shares voted "AGAINST" the merger agreement proposal.
Q:
Who is entitled to vote at the Citizens First special meeting?

A:
Holders of shares of Citizens First common stock at the close of business on May 1, 2019, which is the record date, are entitled to vote on the proposal to approve the merger agreement and the adjournment proposal at the Citizens First special meeting. As of the record date, 2,547,042 shares of Citizens First common stock were outstanding and entitled to vote.

Q:
How many shares do Citizens First's directors and executive officers control?

A:
As of the record date for the special meeting, Citizens First's directors and executive officers (in the aggregate) have the sole or shared right to vote approximately 225,923 of the outstanding shares of Citizens First common stock, or approximately 8.9% of those shares then outstanding. See "THE SPECIAL MEETING—Beneficial Ownership of Citizens First Common Stock by Certain Shareholders" on page 32.

Q:
When and where is the Citizens First special meeting?

A:
The special meeting of Citizens First shareholders is scheduled to take place at the Carroll Knicely Institute for Economic Development and Public Service—South Campus, 2355 Nashville Road, Bowling Green, Kentucky, at 10:00 a.m., local time, on June 25, 2019.

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Q:
If I plan to attend the Citizens First special meeting in person, should I still grant my proxy?

A:
Yes. Whether or not you plan to attend the Citizens First special meeting, you should grant your proxy as described in this proxy statement/prospectus. The failure of a Citizens First shareholder to vote in person or by proxy will have the same effect as a vote "AGAINST" approval of the merger agreement and related plan of merger.

Q:
What is the recommendation of the Citizens First board of directors?

A:
The Citizens First board of directors has determined that the merger agreement (including the plan of merger attached as Appendix A to that agreement) and the merger contemplated by the merger agreement are advisable, fair to, and in the best interests of, Citizens First and its shareholders. The Citizens First board of directors unanimously recommends that you vote "FOR" (1) approval of the merger agreement proposal; (2) approval of the merger-related compensation proposal; and (3) approval of the adjournment proposal.

Q:
What do I need to do now to vote my shares of Citizens First?

A:
After you have carefully read and considered the information contained in this proxy statement/prospectus, please vote your shares now by using one of the following methods:

By Phone:    by calling 1-800-PROXIES (1-800-776-9437) and following the instructions given;

By Internet:    by accessing www.voteproxy.com and following the instructions; or

By Mail:    by completing, signing, dating and returning the proxy card or voting form that accompanies this proxy statement/prospectus in the enclosed prepaid return envelope as soon as possible.
Q:
If my shares are held in "street name" by my broker, will they automatically vote my shares for me?

A:
No. Your broker will not be able to vote your shares of Citizens First common stock on the proposal to adopt the merger agreement, the proposal on merger-related compensation (on an advisory basis) or the proposal for adjournment of the special meeting unless you provide instructions on how to vote. Please instruct your broker how to vote your shares, following the directions that your broker provides. If you do not provide instructions to your broker on the proposal to adopt the merger agreement, the proposal on merger-related compensation (on an advisory basis) or the proposal to adjourn the special meeting, your shares will not be voted. This will have the effect of voting "AGAINST" the adoption of the merger agreement, and will not be counted for purposes of the merger-related compensation proposal or the adjournment proposal. Please check the voting form used by your broker to see if it offers telephone or Internet voting.

Q:
How do I vote shares held in the CFB 401(k) Plan (i.e., the Citizens First Bank 401(k) Profit Sharing Plan)?

A:
Under the terms of the CFB 401(k) Plan, which is maintained by Citizens First for its employees and the employees of its subsidiary, each CFB 401(k) Plan participant instructs Kentucky Trust Company, as the administrator and record holder of shares under the CFB 401(k) Plan, how to

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Q:
May I change or revoke my vote after submitting a proxy?

A:
Yes. If you have not voted through your broker, you can change your vote by:

providing written notice of revocation to the Secretary of Citizens First, which must be filed with the Secretary by the time the special meeting begins;

submitting a new proxy card (any earlier proxies will be revoked automatically);

casting a new vote by telephone or Internet (only your last proxy submitted prior to the meeting will be counted); or

attending the special meeting and voting in person. Any earlier proxy will be revoked.
Q:
What are the material U.S. federal income tax consequences of the merger to me?

A:
German American and Citizens First expect the merger to qualify as a "reorganization" (within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code")) for U.S. federal income tax purposes. If the merger qualifies as a reorganization, then, in general, for U.S. federal income tax purposes:

Citizens First shareholders generally will recognize gain (but not loss) in an amount not to exceed the cash received as part of the merger consideration and will recognize gain or loss with respect to any cash received in lieu of fractional shares of German American common stock; and

Citizens First shareholders will not recognize gain (or loss) as a result of receiving shares of German American common stock in the merger.
Q:
When is the merger expected to be completed?

A:
We will try to complete the merger as soon as possible. Before that happens, the merger agreement (including the plan of merger) must be approved by Citizens First's shareholders and we must obtain the necessary regulatory approvals. Assuming shareholders vote at least a majority

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Q:
Is completion of the merger subject to any conditions besides shareholder approval?

A:
Yes. The transaction must receive the required regulatory approvals, dissenting shareholders must not represent twenty percent (20%) or more of the outstanding shares of Citizens First common stock, and other customary closing conditions must be satisfied (or waived, if applicable). To review the conditions of the merger in more detail, see "THE MERGER AGREEMENT—Conditions to Completion of the Merger" on page 65.

Q:
Should I send in my stock certificates now?

A:
No. You SHOULD NOT send in any stock certificates now. If the merger is approved and completed, transmittal materials, with instructions for their completion, will be provided to all shareholders of Citizens First under separate cover. Only then should you send the stock certificates in accordance with those instructions.

Q:
Who can answer my other questions?

A:
If you have more questions about the merger, or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy form, you should contact M. Todd Kanipe, President and CEO, Citizens First Corporation, 1065 Ashley Street, Bowling Green, Kentucky 42103, telephone (270) 393-0700. You may also contact Laurel Hill Advisory Group, LLC, the proxy solicitor for Citizens First, 2 Robbins Lane, Suite 201, Jericho, New York 11753—banks and brokers please call (516) 933-3100, and all others please call, toll-free, (888) 742-1305.

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SUMMARY

        The following summary, together with the section of the proxy statement/prospectus entitled "Questions and Answers," highlight selected information contained in this proxy statement/prospectus. It may not contain all of the information that might be important in your consideration of the merger agreement and the proposed merger. We encourage you to carefully read this proxy statement/prospectus (including the documents that are annexed to this document and listed in the Table of Contents) in their entirety before voting. See "WHERE YOU CAN FIND MORE INFORMATION" on page 91.

        In this proxy statement/prospectus, the term "Citizens First" refers to Citizens First Corporation, the term "German American" refers to German American Bancorp, Inc., the terms "we" or "us" or "our" refer to Citizens First and German American, the term "merger agreement" refers to that certain Agreement and Plan of Reorganization, dated as of February 21, 2019, as it may be amended from time to time, among German American, Citizens First, and their banking subsidiaries, a copy of which is attached as Annex A to this proxy statement/prospectus, the term "merger" refers to the merger of Citizens First with and into German American pursuant to the merger agreement, and the term "shares" refers to the shares of common stock of German American or Citizens First (as applicable in context). Where appropriate, we have set forth a section and page reference directing you to a more complete description of the topics described in this summary.

Information about the Companies

German American Bancorp, Inc. (page 76)
711 Main Street, Box 810
Jasper, Indiana 47547-0810
(812) 482-1314

        German American, an Indiana corporation, is a bank holding company based in Jasper, Indiana. German American (through its bank subsidiary) operates 65 banking offices in 20 contiguous southern Indiana counties and four Kentucky counties. German American also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.). As of December 31, 2018, German American had total assets of approximately $3.9 billion, total loans of approximately $2.7 billion, total deposits of approximately $3.1 billion, and total shareholders' equity of $458.6 million.

Citizens First Corporation (page 77)
1065 Ashley Street, Suite 150
Bowling Green, Kentucky 42103
(270) 393-0700

        Citizens First, a Kentucky corporation, is a bank holding company based in Bowling Green, Kentucky. Citizens First operates, through its wholly-owned subsidiary, Citizens First Bank, Inc., nine (9) bank branch locations in the Kentucky counties of Barren, Hart, Simpson and Warren. As of December 31, 2018, Citizens First had total assets of $476.0 million, total loans of $371.5 million, deposits of $388.6 million and stockholders' equity of $50.0 million.

The Merger and the Merger Agreement (pages 36 and 58)

        Citizens First's merger into German American is governed by the merger agreement, and the related plan of merger that is an exhibit to the merger agreement. The merger agreement provides that, if all of the conditions are satisfied or waived, Citizens First will be merged with and into German American with German American surviving the merger and Citizens First ceasing to exist. We

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encourage you to read the merger agreement, which is included as Annex A to this proxy statement/prospectus.

What Citizens First Shareholders Will Receive as a Result of the Merger (page 59)

        If the merger is completed, each share of Citizens First common stock that you own of record immediately before the effective time of the merger (other than Dissenting Shares and shares held by the CFB 401(k) Plan) will be converted at the effective time into the right to receive 0.6629 shares of German American common stock and a cash payment of $5.80. Cash will be paid in lieu of any fractional German American share interests, and the cash payment per share is subject to reduction to the extent that Citizens First's consolidated common shareholders' equity is not at least equal to a certain level at the time of closing. See "THE MERGER AGREEMENT—Calculation of Possible Reduction in Cash Payments" on page 59).

        Because the exchange ratio is fixed (except for customary anti-dilution adjustments), if you receive German American common stock as consideration for all or a portion of your shares of Citizens First common stock, the implied value of the stock consideration that you will receive will depend on the market price of German American common stock when you receive your shares. On April 26, 2019, the most recent practicable trading day before this proxy statement/prospectus was finalized, the closing price of a share of German American common stock was $29.49, which based on the of 0.6629 exchange ratio and $5.80 per share cash consideration, represented an implied value of $25.35 per share of Citizens First common stock. It is currently expected that the former shareholders of Citizens First as a group will receive approximately 6.3% of the outstanding shares of German American immediately after the merger.

Board of Directors of German American (and its Bank Subsidiary) Following Completion of the Merger (page 68)

        After completion of the merger, German American will appoint one (1) person who is currently a member of the Citizens First board of directors (chosen by German American after consultation with Citizens First) to the German American board of directors. As of the date of this proxy statement/prospectus, it has not yet been determined which Citizens First director will be appointed to the German American board of directors. The board of directors of German American and of its banking subsidiary will otherwise be the same as the boards of directors of such companies immediately prior to the effective time of the merger. Information about the current German American directors and executive officers can be found in German American's Annual Report on Form 10-K for its year ended December 31, 2018, which is incorporated by reference into, and forms part of, this proxy statement/prospectus.

Recommendation of Citizens First Board of Directors (page 38)

        The Citizens First board of directors has approved and adopted the merger agreement and the proposed merger. The Citizens First board believes that the merger agreement, including the merger and the other transactions contemplated by the merger agreement, is advisable and fair to, and in the best interests of, Citizens First and its shareholders, and therefore unanimously recommends that Citizens First shareholders vote "FOR" the: (1) approval of the merger agreement proposal; (2) approval of the merger-related compensation proposal (on an advisory basis); and (3) approval of the adjournment proposal. In reaching this decision, Citizens First's board of directors considered many factors, which are described in the section captioned "THE MERGER—Citizens First's Reasons for the Merger and Recommendation of its Board of Directors" beginning on page 38. Because of the wide variety of factors considered, Citizens First's board of directors did not believe it practicable, nor did it attempt, to quantify or otherwise assign relative weight to the specific factors it considered in reaching its decision.

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Opinion of Citizens First's Financial Advisor (page 41)

        In connection with the merger, Keefe, Bruyette & Woods, Inc. ("KBW") delivered a written opinion, dated February 21, 2019, to the Citizens First board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Citizens First common stock of the merger consideration in the merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex B to this proxy statement/prospectus. The opinion was for the information of, and was directed to, the Citizens First board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Citizens First to engage in the merger or enter into the merger agreement or constitute a recommendation to the Citizens First board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Citizens First common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter.

Regulatory Approvals (page 56)

        Under the terms of the merger agreement, the merger cannot be completed until German American and Citizens First and their bank subsidiaries have received the necessary regulatory approvals for the merger of Citizens First and German American and the merger of their bank subsidiaries. Filings have been made with all regulatory authorities that are believed by German American and Citizens First to have authority to grant such approvals, and such filings are under consideration by such authorities but have not yet been approved as of the date of this proxy statement/prospectus.

Conditions to Completion of the Merger (page 65)

        The completion of the merger is subject to the fulfillment of a number of conditions, including:

Termination (page 67)

        The merger agreement may be terminated by mutual consent of German American and Citizens First at any time before articles of merger are filed with the Indiana Secretary of State and the Kentucky Secretary of State. Additionally, subject to conditions and circumstances described in the merger agreement, either German American or Citizens First may terminate the merger agreement prior to the filing of the articles of merger if, among other things, any of the following occur:

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        In addition, German American may terminate the merger agreement if Citizens First breaches its notice obligations related to an acquisition transaction, or does not terminate all discussions, negotiations and information exchanges related to such inquiry, proposal, indication of interest or offer related to an acquisition transaction within forty-five (45) days after the first communication between Citizens First or Citizens First Bank and the third party and does not provide German American with written notice of such termination.

Termination Fee (page 68)

        If (i) Citizens First breaches its notice obligations related to an acquisition transaction, or does not terminate all discussions, negotiations and information exchanges related to such inquiry, proposal, indication of interest or offer related to an acquisition transaction within forty-five (45) days after the first communication between Citizens First or Citizens First Bank and the third party and does not provide German American with written notice of such termination or (ii) Citizens First's board of directors should fail to include its recommendation to shareholders of Citizens First that they vote in favor of the merger at the special meeting, or should withdraw its recommendation following Citizens First's receipt of a proposal from another party to engage in a business combination, and, in either case, the merger agreement is terminated as a result, then Citizens First would owe German American a termination fee of $2,500,000.

Interests of Officers and Directors in the Merger That are Different From Yours (page 54)

        In considering the recommendation of the board of directors of Citizens First to adopt the merger agreement, you should be aware that executive officers and directors of Citizens First have (or had) employment and other compensation agreements or plans that give them (or gave them) interests in connection with the merger that may be different from, or in addition to, their interests as Citizens First shareholders. These current or former interests and agreements include:

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Certain Differences in Shareholder Rights (page 78)

        When the merger is completed, Citizens First shareholders, whose rights are governed by Kentucky law and Citizens First's articles of incorporation and bylaws, will become German American shareholders and their rights will be governed by Indiana law, and by German American's articles of incorporation and bylaws. Certain differences in the rights of Citizens First shareholders in respect of their shares will result.

Dissenters' Rights of Appraisal (page 69)

        If the merger agreement is approved and the merger is consummated, each shareholder of Citizens First who dissents from the merger will have the right to be paid the "fair value" of his or her shares of Citizens First common stock in cash, provided that the shareholder complies with Subtitle 13, Chapter 271B, Title XXIII of the Kentucky Revised Statutes. See "THE MERGER AGREEMENT—Dissenters' Rights of Appraisal" and Annex C.

Prohibition on Citizens First's Solicitation of Other Offers and Having Discussions with Potential Acquirors (page 63)

        The merger agreement prohibits Citizens First from soliciting offers from any other party that might also be interested in acquiring Citizens First, and from discussing a potential proposal with (including providing information to) any interested third party that might (despite the lack of any solicitation by Citizens First) reach out to it with regard to such an alternative proposal to the merger with German American, except to the extent such discussions may be required under fiduciary duties applicable to the Citizens First directors under Kentucky law.

Dividends and Distributions (page 56)

        Under the terms of the merger agreement, prior to the closing of the merger, Citizens First is prohibited from declaring or paying any cash dividend or other distribution to Citizens First shareholders, except Citizens First's quarterly cash dividend in an amount not to exceed $0.07 per share; provided, however, Citizens First and German American will coordinate Citizens First's dividend schedule for the quarter in which the merger closing occurs so that Citizens First's shareholders do not receive dividends for shares of both German American common stock and Citizens First common stock for the same calendar quarter.

Material U.S. Federal Income Tax Consequences of the Merger (page 86)

        German American and Citizens First expect the merger to qualify as a "reorganization" (within the meaning of Section 368(a) of the Code) for U.S. federal income tax purposes. If the merger qualifies as a reorganization, then, in general, for U.S. federal income tax purposes, as a result of the merger:

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See "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES" on page 86 for a summary of the material U.S. federal income tax consequences of the merger to U.S. holders of Citizens First common stock.

        Because individual circumstances may differ, each shareholder should, at their own expense, consult such shareholder's tax advisor regarding the applicability of the rules discussed in this proxy statement/prospectus to the shareholder and the particular tax effects to the shareholder of the merger and the holding or disposing of German American shares in light of such shareholder's particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the tax consequences of the transactions described in this proxy statement/prospectus relating to equity compensation and benefit plans.

Special Meeting

Date, Time and Place (page 31)

        The special meeting of Citizens First shareholders is scheduled to be held at the Carroll Knicely Institute for Economic Development and Public Service—South Campus, 2355 Nashville Road, Bowling Green, Kentucky 42103, at 10:00 a.m., local time, on June 25, 2019. At the Citizens First special meeting, you will be asked:

Record Date (page 31)

        Only Citizens First shareholders of record as of the close of business on May 1, 2019, are entitled to notice of, and to vote at, the Citizens First special meeting and any adjournments or postponements of the Citizens First special meeting. As of the close of business on the record date, there were 2,547,042 shares of Citizens First common stock outstanding and entitled to vote at the meeting.

Attending in Person (page 34)

        All Citizens First shareholders of record as of the record date for the special meeting may attend the special meeting. WHETHER OR NOT YOU INTEND TO ATTEND THE SPECIAL MEETING, IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED. Accordingly, please vote your shares by telephone, over the Internet or by signing, dating and returning the enclosed proxy card. If you do attend the special meeting and desire to vote in person, you may do so by submitting a new proxy card at the meeting and any earlier proxies will be revoked automatically.

How to Vote (page 34)

        Citizens First shareholders may vote their shares at the special meeting:

        In Person:    by attending the special meeting and voting their shares in person;

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        By Mail:    by completing the enclosed proxy card, signing and dating it and mailing it in the enclosed post-prepaid envelope;

        By Phone:    by calling 1-800-PROXIES (1-800-776-9437) and following the instructions given; or

        By Internet:    by accessing www.voteproxy.com and following the instructions.

        Citizens First's board of directors is asking for your proxy. Giving the Citizens First board of directors your proxy means you authorize it to vote your shares at the special meeting in the manner you direct. You may vote for or against the merger agreement proposal and the other proposals to be voted upon at the special meeting, or abstain from voting. All shares represented by a valid proxy received prior to the special meeting will be voted in accordance with the instructions provided by the shareholder. If you properly submit your proxy but provide no voting instructions, the shares represented by the proxy will be voted "FOR" the merger proposal, "FOR" the merger-related compensation proposal, "FOR" the adjournment proposal, and as the named proxy holders may determine in their discretion with respect to any other matters that may properly come before the special meeting.

        The deadline for submitting a proxy by telephone or via the Internet as a shareholder of record is 11:59 p.m., Central Time, on June 24, 2019. If you vote by telephone or over the Internet, you do NOT need to return your proxy card.

        The form of proxy accompanying this proxy statement/prospectus confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters that may properly come before the special meeting. As of the date of this proxy statement/prospectus, the Citizens First board of directors knows of no such amendment or variation or of any matters expected to come before the special meeting that are not referred to in the accompanying Notice of Special Meeting.

        Shareholders who hold their shares in "street name," meaning the name of a broker, bank or trust company, or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a proxy or voting instruction from the record holder to vote their shares at the special meeting.

Changing or Revoking a Proxy (page 35)

        Any proxy may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by (i) filing with Citizens First's Secretary (1065 Ashley Street, Bowling Green, Kentucky 42103) a written notice of revocation bearing a date later than the date of such proxy, (ii) submitting a subsequent proxy relating to the same shares, (iii) casting a new vote by telephone or Internet (only your last proxy submitted prior to the meeting will be counted), or (iv) attending the special meeting and voting in person. Simply attending the special meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker, bank or trust company, or other nominee who is the record holder, you must follow the instruction of your broker, bank or trust company, or other nominee to revoke a previously given proxy.

Quorum (page 31)

        The presence, in person or by proxy, of shareholders holding at least a majority of the issued and outstanding shares of Citizens First common stock entitled to vote on the record date will constitute a quorum for the special meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

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Required Votes to Approve the Proposals (page 32)

        To approve the merger agreement, holders of a majority of the issued and outstanding shares of Citizens First's common stock must vote in favor of the proposal.

        As of May 1, 2019, the record date for the meeting, there were 2,547,042 shares of Citizens First common stock outstanding and entitled to vote. Approval of the merger agreement requires the affirmative vote of holders of at least 1,273,522 of the shares of common stock.

        German American's shareholders are not required to approve the merger or merger agreement.

        The merger-related compensation proposal and the adjournment proposal will each be approved if more shares of Citizens First common stock are voted in favor of the proposal than are voted against it.

Treatment and Effect of Abstentions and Broker Non-Votes (page 34)

        A "broker non-vote" occurs when a broker or its nominee that holds shares for a customer who is the beneficial owner of the shares does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. If you are a beneficial owner of shares of Citizens First held by a broker or its nominee, you must instruct your nominee how to vote. Your nominee cannot vote your shares on your behalf without your instructions.

        Broker non-votes and the shares of Citizens First as to which a shareholder abstains will be treated as being present at the special meeting for purposes of determining whether a quorum of shares is present at the special meeting. Because approval of the merger and the adoption of the merger agreement and plan of merger requires the affirmative vote of a majority of the shares of Citizens First issued and outstanding as of the record date, abstentions and broker non-votes (if any) will have the same effect as a vote "AGAINST" the adoption of the merger agreement and plan of merger and the approval of the merger.

        If you are a beneficial owner of shares of Citizens First held by a broker or its nominee, you must instruct your nominee how to vote. Your nominee cannot vote your shares on your behalf without your instructions. If you do not provide instructions to your broker for the merger-related compensation proposal (on an advisory basis) or the adjournment proposal, your shares will not be voted, and will not be counted for those proposals.

Voting Agreement with Citizens First Directors (page 33)

        Each member of the board of directors of Citizens First has entered into a voting agreement with German American to cause all Citizens First common stock owned of record or beneficially by each of them to be voted in favor of the merger agreement proposal. See "THE SPECIAL MEETING—Voting Agreement with Citizens First Directors" on page 33. As of the record date, the Citizens First directors and their affiliates had the power to vote an aggregate of 210,938 shares of Citizens First common stock, representing 8.3% of the outstanding shares.

Cost of Solicitation of Proxies (page 35)

        The cost of soliciting proxies related to the special meeting will be borne by Citizens First. In addition to solicitation by mail, directors, officers, and employees of Citizens First may solicit proxies for the special meeting from Citizens First's shareholders personally or by telephone, the Internet, or other electronic means. However, Citizens First's directors, officers, and employees will not be paid any special or extra compensation for soliciting such proxies, although they may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation.

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        Citizens First has retained Laurel Hill Advisory Group, LLC ("Laurel Hill"), a proxy solicitation firm, to assist Citizens First in soliciting proxies with respect to the special meeting. Citizens First anticipates that the costs of Laurel Hill's services will be approximately $5,000, plus reimbursement of out-of-pocket expenses and payment of additional fees in the event certain services are requested.

        Upon request, Citizens First will reimburse brokers, dealers, banks, trustees, and other fiduciaries for the reasonable expenses they incur in forwarding proxy materials to beneficial owners of Citizens First's common stock.

Risk Factors (page 26)

        In evaluating the merger, the merger agreement and the shares of German American to be received in connection with the merger, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled "RISK FACTORS."

Historical and Equivalent Per Share Stock Market Data

        Shares of German American are listed on NASDAQ's Global Select Market under the symbol "GABC." Shares of Citizens First common stock are listed on the NASDAQ Global Market under the symbol "CZFC." The following table presents quotation information for German American common stock and for Citizens First common stock on February 20, 2019, the business day before the merger was publicly announced, which is the last day on which German American shares traded preceding the public announcement of the proposed merger, and on April 26, 2019, the most recent practicable date prior to the mailing of this proxy statement/prospectus.

 
  German American Common
Stock
  Citizens First Common Stock  
 
  (Dollars Per Share)  
 
  High   Low   Close   High   Low   Close  

February 20, 2019

  $ 31.85   $ 31.50   $ 31.59   $ 23.92   $ 22.70   $ 22.70  

April 26, 2019

  $ 29.50   $ 29.25   $ 29.49   $ 24.90   $ 24.75   $ 24.90  

        The following table sets forth the closing price of German American common stock and Citizens First common stock on February 20, 2019, and on April 26, 2019, and the equivalent per share price of Citizens First common stock, which we determined by (a) multiplying the price of German American shares as of the indicated date by the exchange ratio (0.6629) and (b) adding to that result the $5.80 cash amount (assuming no reduction in accordance with the merger agreement) that is payable by German American in connection with the merger agreement proposal as merger consideration. The equivalent per share price of Citizens First common stock shows the implied value to be received in the merger by Citizens First shareholders who receive German American common stock in exchange for a share of Citizens First common stock on these dates.

 
  German American
Common Stock
Closing Price
  Citizens First
Common Stock
Closing Price
  Citizens First
Equivalent Per
Share Price
 

February 20, 2019

  $ 31.59   $ 22.70   $ 26.74  

April 26, 2019

  $ 29.49   $ 24.90   $ 25.35  

        We suggest you obtain a current market quotation for German American common stock. We expect that the market price of German American common stock will fluctuate between the date of this document and the date on which the merger is completed and thereafter. Because the exchange ratio is fixed (except for customary anti-dilution adjustments) and the market price of German American common stock is subject to fluctuation, the value of the shares of German American

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common stock that Citizens First shareholders will receive in the merger may increase or decrease prior to and after the merger.

Comparative Per Share Data

        The following table shows historical information about German American's and Citizens First's earnings per share, dividends per share and book value per share, and similar information reflecting the merger, which we refer to as "pro forma" information. In presenting the comparative pro forma information, we have assumed that the two companies had been combined throughout the periods shown in the table. The pro forma information reflects the "acquisition" method of accounting. The financial information presented under "Pro Forma" was compiled assuming 1,665,692 shares of German American common shares are issued to Citizens First shareholders, which assumes 2,512,736 shares of Citizens First common stock will be exchanged for German American shares at the closing of the merger. The assumed number of Citizens First shares represents the sum of 2,537,605 shares of Citizens First common stock outstanding on February 20, 2019, plus 11,936 shares of Citizens First common stock estimated to be issued in settlement of performance units, less 36,805 shares of Citizens First common stock held in the CFB 401(k) Plan, and assumes that there are no dissenters.

        German American and Citizens First present this information to reflect the value of shares of German American common stock that Citizens First shareholders will receive in the merger for each share of Citizens First common stock exchanged.

        We expect that we will incur reorganization and restructuring expenses as a result of combining our two companies. We also anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses (as compared to the sum of expenses from each company while operating separately) and the opportunity to earn more revenue. The pro forma information, while helpful in illustrating the financial characteristics of the combined company, does not take into account these expected expenses or these anticipated financial benefits, and does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the merged company would have been had our companies been merged during the periods presented.

        The information in the following table is based on historical financial information of Citizens First and German American. The information with respect to each of German American and Citizens First is included in or derived from their respective annual reports previously filed with the SEC, which have been incorporated into this document by reference. See "WHERE YOU CAN FIND MORE INFORMATION" on page 91 for a description of documents that we incorporate by reference into this document and how to obtain copies of them.

 
  German
American
Historical
  Citizens
First
Historical
  Pro
forma(1)
 

Net income per share

                   

Twelve months ended December 31, 2018

                   

Basic

  $ 1.99   $ 1.90   $ 2.07  

Diluted

  $ 1.99   $ 1.89   $ 2.07  

Cash dividends per share

                   

Twelve months ended December 31, 2018

  $ 0.60   $ 0.27   $ 0.60  

Book value per share

                   

At December 31, 2018

  $ 18.37   $ 19.71   $ 19.17  

(1)
See "UNAUDITED PRO FORMA SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA" beginning on page 21 of this proxy statement/prospectus for certain supporting information.

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SELECTED CONSOLIDATED FINANCIAL DATA

        The following tables set forth certain summary historical consolidated financial data for each of our companies. The financial data at and for each of the five years in the period ended December 31, 2018 is derived from each of German American's and Citizens First's respective audited financial statements (which data and financial statements are presented for each company on a consolidated basis).

        The following tables also set forth certain summary unaudited pro forma consolidated financial information for German American and Citizens First reflecting the merger. The pro forma disclosures are being presented to provide additional information in support of the pro forma data included under the "Comparative Per Share Data" section of this SUMMARY. As a result, this condensed pro forma presentation is not intended to comply with the disclosure requirements under Article 11 of Regulation S-X. The income statement information presented gives effect to the merger as if it occurred on the first day of the first pro forma period presented. The balance sheet information presented gives effect to the merger as if it occurred on December 31, 2018.

        The pro forma information reflects acquisition accounting, with Citizens First's assets and liabilities recorded at their estimated fair values as of December 31, 2018. The actual fair value adjustments to the assets and the liabilities of Citizens First will be made on the basis of appraisals and evaluations that will be made as of the date the merger is completed. Thus, the actual fair value adjustments may differ significantly from those reflected in these pro forma financial statements. In the opinion of German American's management, the estimates used in the preparation of these pro forma financial statements are reasonable under the circumstances.

        As stated previously, we expect that we will incur reorganization and restructuring expenses as a result of combining our two companies. We also anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses (as compared to the sum of expenses from each company while operating separately) and the opportunity to earn more revenue. The pro forma information, while helpful in illustrating the financial characteristics of the combined company, does not take into account these expected expenses or these anticipated financial benefits, and does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the merged company would have been had our companies been merged during the periods presented.

        This selected financial data is only a summary and you should read it in conjunction with German American's and Citizens First's consolidated financial statements and related notes incorporated into this document by reference. See "WHERE YOU CAN FIND MORE INFORMATION" on page 91 for a description of documents that we incorporate by reference into this document and how to obtain copies of such documents.

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GERMAN AMERICAN
FIVE-YEAR SUMMARY OF SELECTED HISTORICAL
CONSOLIDATED FINANCIAL DATA
(Dollars in Thousands, Except Per Share Amounts)

 
  For the Years Ended December 31,  
 
  2018   2017   2016   2015   2014  

Summary of Operations

                               

Interest income

  $ 133,749   $ 111,030   $ 103,365   $ 81,620   $ 80,386  

Interest expense

    19,139     11,121     8,461     6,068     6,047  

Net interest income

    114,610     99,909     94,904     75,552     74,339  

Provision for loan losses

    2,070     1,750     1,200         150  

Net interest income after provision for loan losses

    112,540     98,159     93,704     75,552     74,189  

Non-interest income

    37,070     31,854     32,013     27,444     23,937  

Non-interest expense

    93,553     77,803     76,587     61,326     57,713  

Net income before income tax

    56,057     52,210     49,130     41,670     40,413  

Income tax expense

    9,528     11,534     13,946     11,606     12,069  

Net income

  $ 46,529   $ 40,676   $ 35,184   $ 30,064   $ 28,344  

Per Share Data

                               

Net income

                               

Basic

  $ 1.99   $ 1.77   $ 1.57   $ 1.51   $ 1.43  

Diluted

  $ 1.99   $ 1.77   $ 1.57   $ 1.51   $ 1.43  

Cash dividends

  $ 0.60   $ 0.52   $ 0.48   $ 0.45   $ 0.43  

Book value at end of period

  $ 18.37   $ 15.90   $ 14.42   $ 12.67   $ 11.54  

Selected Balance Sheet (End of Period Balances)

                               

Total assets

  $ 3,929,090   $ 3,144,360   $ 2,955,994   $ 2,373,701   $ 2,237,099  

Total loans—net of unearned income

    2,728,059     2,141,638     1,989,955     1,564,347     1,447,982  

Total deposits

    3,072,632     2,484,052     2,349,551     1,826,376     1,779,761  

Total long-term debt

    126,635     141,717     120,560     95,606     64,591  

Total shareholders' equity

    458,640     364,571     330,267     252,348     228,824  

Selected Performance Ratios

                               

Return on assets

    1.38 %   1.35 %   1.24 %   1.33 %   1.31 %

Return on equity

    12.07 %   11.59 %   10.94 %   12.47 %   13.21 %

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CITIZENS FIRST
FIVE-YEAR SUMMARY OF SELECTED HISTORICAL
CONSOLIDATED FINANCIAL DATA
(Dollars in Thousands, Except Per Share Amounts)

 
  For the Years Ended December 31,  
 
  2018   2017   2016   2015   2014  

Summary of Operations

                               

Interest income

  $ 20,228   $ 18,595   $ 18,141   $ 17,684   $ 17,135  

Interest expense

    4,483     3,038     2,528     2,607     2,709  

Net interest income

    15,745     15,557     15,613     15,077     14,426  

Provision for loan losses

    160     (150 )   (85 )   135     275  

Net interest income after provision for loan losses

    15,585     15,707     15,698     14,942     14,151  

Non-interest income

    3,608     3,551     3,272     3,280     2,888  

Non-interest expense

    13,249     12,822     12,958     13,198     12,558  

Net income before income tax

    5,944     6,436     6,012     5,024     4,481  

Income tax expense

    1,125     2,347     1,795     1,417     1,240  

Net income

    4,819     4,089     4,217     3,607     3,241  

Dividends and accretion on preferred stock

        238     495     520     521  

Net income available for common stockholders

  $ 4,819   $ 3,851   $ 3,722   $ 3,087   $ 2,720  

Per Share Data

                               

Net income

                               

Basic

  $ 1.90   $ 1.68   $ 1.86   $ 1.57   $ 1.38  

Diluted

  $ 1.89   $ 1.60   $ 1.66   $ 1.40   $ 1.29  

Cash dividends

  $ 0.27   $ 0.18   $ 0.16   $ 0.08   $  

Book value at end of period

  $ 19.71   $ 18.14   $ 17.54   $ 16.18   $ 15.64  

Selected Balance Sheet (End of Period Balances)

                               

Total assets

  $ 475,982   $ 465,382   $ 455,422   $ 432,181   $ 412,814  

Total loans—net of unearned income

    371,544     374,239     359,391     330,782     318,477  

Total deposits

    388,609     372,314     370,439     370,388     341,784  

Total long-term debt

    35,000     45,000     40,000     18,000     29,000  

Total shareholders' equity

    50,019     45,834     42,364     39,524     38,448  

Selected Performance Ratios

                               

Return on assets

    1.01 %   0.90 %   0.96 %   0.84 %   0.78 %

Return on equity

    10.13 %   9.20 %   10.20 %   9.32 %   8.74 %

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GERMAN AMERICAN
UNAUDITED PRO FORMA SUMMARY OF SELECTED
CONSOLIDATED FINANCIAL DATA
(Dollars in Thousands, Except Per Share Amounts)
For the Twelve Months ended December 31, 2018

 
  German
American
Historical
  Citizens
First
Historical
  Pro Forma
Adjustments(1)
  Combined
Pro
Forma
Amounts
 

Summary of Operations

                         

Interest income

  $ 133,749   $ 20,228   $ 3,040 (2) $ 157,017  

Interest expense

    19,139     4,483     425 (3)   24,047  

Net interest income

    114,610     15,745     2,615     132,970  

Provision for loan losses

    2,070     160         2,230  

Net interest income after provision for loan losses

    112,540     15,585     2,615     130,740  

Non-interest income

    37,070     3,608         40,678  

Non-interest expense

    93,553     13,249     1,775 (4)   108,577  

Net income before income tax

    56,057     5,944     840     62,841  

Income tax expense

    9,528     1,125     223 (5)   10,876  

Net income

  $ 46,529   $ 4,819   $ 617   $ 51,965  

Per Share Data

                         

Net income

                         

Basic

  $ 1.99   $ 1.90       $ 2.07  

Diluted

  $ 1.99   $ 1.89       $ 2.07  

Cash dividends

  $ 0.60   $ 0.27       $ 0.60  

Selected Performance Ratios

                         

Return on assets

    1.38 %   1.01 %       1.17 %

Return on equity

    12.07 %   10.13 %       10.18 %

(1)
See Note 1 in "NOTES TO UNAUDITED PRO FORMA SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA" on page 23 for information relating to the determination of the purchase price and application of acquisition accounting in estimating the fair values of Citizens First's assets and liabilities as of the dates presented. The actual fair value adjustments to the assets and the liabilities of Citizens First will be made on the basis of appraisals and evaluations that will be made as of the date the merger is completed.

(2)
To record estimated accretion of fair value adjustment for loan portfolio.

(3)
To record estimated amortization of fair value adjustments for time deposits and borrowed funds.

(4)
To record estimated amortization of core deposit intangible.

(5)
To record estimated tax impact of purchase accounting adjustments.

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GERMAN AMERICAN
UNAUDITED PRO FORMA SUMMARY OF SELECTED
CONSOLIDATED FINANCIAL DATA
(Dollars in Thousands, Except Per Share Amounts)

At December 31, 2018

 
  German
American
Historical
  Citizens
First
Historical
  Pro Forma
Adjustments(1)
  Combined
Pro-forma
Amounts for
German
American
 

Selected Balance Sheet

                               

Total assets

  $ 3,929,090   $ 475,982   $ 19,048     (2)   $ 4,424,120  

Total loans—net of unearned income

    2,728,059     371,544     (12,000 )   (3)     3,087,603  

Total deposits

    3,072,632     388,609     (700 )   (4)     3,460,541  

Total long-term debt

    126,635     35,000     14,000     (5)     175,635  

Total shareholders' equity

    458,640     50,019     1,823     (6)     510,482  

Per Share Data

                               

Book value

  $ 18.37   $ 19.71             $ 19.17  

(1)
See Note 1 in "NOTES TO UNAUDITED PRO FORMA SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA" on page 23 for information relating to the determination of the purchase price and application of acquisition accounting in estimating the fair values of Citizens First's assets and liabilities as of the dates presented. The actual fair value adjustments to the assets and the liabilities of Citizens First will be made on the basis of appraisals and evaluations that will be made as of the date the merger is completed.

(2)    Adjustments to record assets at fair value:

       

Cash portion of merger consideration

  $ (15,558 )

Proceeds from projected issuance of subordinated debentures

    15,000  

Fair value adjustment for the Citizens First loan portfolio

    (12,000 )

Eliminate existing allowance for loan loss for the Citizens First loan portfolio

    4,373  

Goodwill

    24,283  

Eliminate Citizens First's existing goodwill

    (4,097 )

Core deposit intangible

    7,100  

Eliminate Citizens First's existing core deposit intangible

    (53 )

Total assets

  $ 19,048  

(3)    To record loan portfolio at fair value.

       

(4)    To record amortization of fair value adjustment of time deposits.

   
 
 

(5)    Adjustments to record long-term debt at fair value:

   
 
 

Projected issuance of subordinated debentures to fund cash portion of merger consideration          

  $ 15,000  

FHLB borrowing adjustment

    (100 )

Trust preferred securities adjustment

    (900 )

Total long-term debt

  $ 14,000  

(6)    Adjustments to record shareholders' equity at fair value:

       

Issuance of 1,665,692 shares of German American common stock as a part of the merger consideration

  $ 52,619  

Eliminate the equity accounts of Citizens First

    (47,118 )

Estimated transaction fees for German American and Citizens First, net

    (3,678 )

  $ 1,823  

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GERMAN AMERICAN
NOTES TO UNAUDITED PRO FORMA SUMMARY OF
SELECTED CONSOLIDATED FINANCIAL DATA

Note 1—Determination and Allocation of Purchase Price

        German American has agreed to acquire each of the outstanding shares of Citizens First common stock (other than Dissenting Shares and shares of Citizens First common stock held by the CFB 401(k) Plan) for (a) 0.6629 shares of German American common stock (or cash in lieu of fractional share interests), and (b) a cash payment of $5.80 (subject to reduction to the extent that Citizens First's consolidated common shareholders' equity is not at least equal to a certain level at the time of closing; see "THE MERGER AGREEMENT—Calculation of Possible Reduction in Cash Payments" on page 59).

        The CFB 401(k) Plan, as a record holder of shares of Citizens First common stock immediately prior to the effective time of the merger, shall be entitled to receive from German American, for each share of Citizens First common stock then held of record by the CFB 401(k) Plan, a cash payment equal to (a) $5.80, plus (b) the product of the exchange ratio multiplied by the greater of (i) the average trading price of German American common stock during the 20 trading days ending on the trading day that is the second business day preceding the closing, and (ii) the closing trading price of the German American common stock on the trading day that is the first business day preceding the closing date of the merger, each as reported by Bloomberg, L.P. (or if not reported therein, in another authoritative source mutually selected by the parties). The cash payment per outstanding share held in the CFB 401(k) Plan is also subject to reduction as referred to in the paragraph above.

        The table below assumes the issuance of 1,665,692 shares of German American common stock, which represents an assumed 2,512,736 shares of Citizens First common stock that will be exchanged for German American shares at the closing of the merger (which is the sum of the 2,537,605 shares of Citizens First common stock outstanding on February 20, 2019, plus 11,936 shares of Citizens First common stock estimated to be issued in settlement of performance units, less 36,805 shares of Citizens First common stock held in the CFB 401(k) Plan) multiplied by the exchange ratio of 0.6629.

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(Dollars in Thousands, Except Per Share Amounts)

Determination of Purchase Price

           

Citizens First shares outstanding

        2,512,736  

Exchange ratio

        0.6629  

German American stock issued

        1,665,692  

German American stock price at 2/20/2019

      $ 31.59  

Common stock consideration

      $ 52,619  

Cash consideration (from below)

      $ 15,558  

Total purchase price

      $ 68,177  

Cash Merger Consideration

           

Cash paid for shares outstanding

           

Citizens First shares outstanding

        2,512,736  

Cash consideration per share

      $ 5.80  

Cash paid for shares outstanding

      $ 14,574  

Cash paid for shares held by CFB 401(k) Plan

           

Outstanding CFB 401(k) Plan shares at 2/20/2019

        36,805  

Cash amount per share

           

Share portion of consideration converted ($31.59 × 0.6629)

  $20.94        

Cash portion of consideration

  5.80   $ 26.74  

Cash paid for CFB 401(k) Plan shares

      $ 984  

Total cash consideration

      $ 15,558  

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(Dollars in Thousands, Except Per Share Amounts)

Allocation of Purchase Price

       

Total Purchase Price

  $ 68,177  

Allocated to:

       

Historical book value of Citizens First assets and liabilities

    50,019  

Citizens First estimated transaction costs, net of tax

    (2,901 )

Adjusted book value of Citizens First

  $ 47,118  

Adjustments to record assets and liabilities at fair value:

       

Loan portfolio adjustment

  $ (7,627 )

Time deposit adjustment

    700  

FHLB borrowing adjustment

    100  

Trust preferred securities adjustment

    900  

Core deposit intangible

    7,100  

Eliminate Citizens First's existing goodwill

    (4,097 )

Eliminate Citizens First's existing core deposit intangible

    (53 )

Net fair value adjustments

    (2,977 )

Tax effect of net fair value adjustments

    (246 )

After-tax net fair value adjustments

    (3,223 )

Total allocation of purchase price

  $ 43,895  

Goodwill

  $ 24,282  

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RISK FACTORS

        In addition to the other information contained in this proxy statement/prospectus or in the documents incorporated herein by reference, including the matters addressed under the caption "CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS" on page 30, you should carefully consider the following risk factors in deciding whether to vote in favor of the merger agreement proposal. We have grouped these Risk Factors into two sections—Risks Related to the Merger (which are set forth only in this proxy statement/prospectus and are set forth in full text below), and Risks Related to German American (which are other risks related to German American and its shares that are not specifically related to the merger agreement proposal with Citizens First and which are separately described by the Risk Factors item, Item 1A, of German American's Annual Report on Form 10-K for its fiscal year ended December 31, 2018, as may be updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into, and form a part of, this proxy statement/prospectus). We encourage you to review all these Risk Factors before determining how to vote on the merger agreement proposal.

Risks Related to the Merger

The value of the consideration to be received by Citizens First shareholders in the merger will fluctuate.

        If the merger is completed, Citizens First shareholders will receive a number of shares of German American common stock based on a fixed exchange ratio of 0.6629 shares of German American common stock for each share of Citizens First common stock. Because the market value of German American common stock may (and likely will) fluctuate, the value of the stock consideration you receive for your shares may also fluctuate. The market value of German American common stock could fluctuate for any number of reasons, including those specific to German American and those that influence trading prices of equity securities generally. As a result, you will not know the exact value of the shares of German American common stock you will receive at the time you must vote your shares. The value of German American common stock on the closing date of the merger may be greater or less than the market price of German American common stock on the date the merger was announced, on the record date, on the date of this proxy statement/prospectus or on the date of the special meeting.

        We encourage you to obtain a current market quotation for German American common stock because the value of any German American shares you receive may be more or less than the value of such shares as of the date of this document.

Citizens First shareholders will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management.

        Citizens First shareholders currently have the right to vote in the election of the board of directors of Citizens First and on other matters affecting Citizens First. Upon the completion of the merger, each Citizens First shareholder will become a shareholder of German American and own a percentage of German American that is much smaller than the shareholder's percentage ownership of Citizens First. It is currently expected that the former shareholders of Citizens First as a group will not receive shares in the merger that constitute significantly more than 6.3% of the outstanding shares of German American immediately after the merger. Because of this, Citizens First shareholders may have less influence on the management and policies of German American than they now have on the management and policies of Citizens First.

German American may fail to realize the anticipated benefits of the merger.

        The success of the merger will depend on, among other things, German American's ability to realize anticipated cost savings and to combine the businesses of its bank subsidiary with that of

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Citizens First Bank in a manner that permits growth opportunities and does not materially disrupt the existing customer relationships of Citizens First Bank nor result in decreased revenues due to any loss of customers. If German American is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

        German American and Citizens First have operated and, until the completion of the merger, will continue to operate, independently. Upon closing of the merger, German American will commence the process of integrating the operations of the two banks. It is possible that the integration process could result in the disruption of German American's or Citizens First's ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of German American to maintain relationships with Citizens First's customers and employees or to achieve the anticipated benefits of the merger.

The combined company expects to incur substantial expenses related to the merger.

        The combined company expects to incur substantial expenses in connection with consummation of the merger and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although German American and Citizens First have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the merger. As a result of these expenses, both German American and Citizens First expect to take charges against their earnings before and after the completion of the merger. The charges taken in connection with the merger are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

        Before the transactions contemplated in the merger agreement, including the merger, may be completed, various approvals must be obtained from the bank regulatory authorities. These authorities may impose conditions on the completion of the merger or require changes to the terms of the merger agreement. Although the parties do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the transactions contemplated in the merger agreement or imposing additional costs on or limiting German American's revenues, any of which might have a material adverse effect on German American following the merger. There can be no assurance as to whether the regulatory approvals will be received, the timing of those approvals, or whether any conditions will be imposed.

The opinion of Citizens First's financial advisor delivered to the Citizens First board of directors prior to the signing of the merger agreement will not reflect changes in circumstances since the date of such opinion.

        The Citizens First board of directors received a written opinion from Citizens First's financial advisor on February 21, 2019. Subsequent changes in the operations and prospects of Citizens First or German American, general market and economic conditions and other factors that may be beyond the control of Citizens First or German American may significantly alter the value of Citizens First or the prices of the shares of German American common stock or Citizens First common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as

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of any date other than the date of such opinion. See "THE MERGER AGREEMENT—Opinion of Citizens First's Financial Advisor" beginning on page 41.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

        The merger agreement is subject to a number of conditions that must be fulfilled (unless waived in certain cases by the party entitled to the benefit of an unfulfilled condition) in order to complete the merger. Those conditions include: approval of the merger agreement by Citizens First shareholders, regulatory approvals, absence of orders prohibiting the completion of the merger, the continued accuracy of the representations and warranties by both parties, except for changes not having a "material adverse effect" as defined in the merger agreement, and the performance by both parties of their covenants and agreements, and the receipt by both parties of a tax opinion. There can be no assurance that the conditions to closing of the merger will be fulfilled or that the merger will be completed.

Termination of the merger agreement could negatively impact Citizens First.

        If the merger agreement is terminated, there may be various consequences, including:

        If the merger agreement is terminated and Citizens First's board of directors seeks another merger or business combination, Citizens First shareholders cannot be certain that Citizens First will be able to find a party willing to offer equivalent or more attractive consideration than the consideration German American has agreed to provide in the merger.

        If the merger agreement is terminated under certain circumstances, Citizens First may be required to pay a termination fee of $2,500,000 to German American. See "THE MERGER AGREEMENT—Termination; Termination Fee" beginning on page 67.

Citizens First shareholders will have dissenters' rights in the merger.

        Dissenters' rights are statutory rights that, when applicable, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair cash value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. The shareholders of Citizens First will have the rights accorded to dissenting shareholders under Subtitle 13, Chapter 271B, Title XXIII of the Kentucky Revised Statutes. The fair cash value determined through a judicial proceeding may be more or less than the consideration offered under the merger agreement. As a result, German American bears the risk that payments owed to dissenting shareholders may exceed the consideration outlined in this proxy statement/prospectus.

Risks Relating to German American

        You should also consider the other risk factors that may affect German American and its common shares that are not specifically related to the proposed merger with Citizens First. These other risk factors are set forth by German American from time to time under the caption "Risk Factors" in German American's filings with the SEC, including German American's most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2018. For information about how you may obtain this report and subsequent filings, or view them for free, and for additional information about German

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American, please see the sources described in "WHERE YOU CAN FIND MORE INFORMATION" on page 91.

        The Risk Factors set forth relating to German American and its common shares that are disclosed under Item 1A of German American's Annual Report on Form 10-K for its fiscal year ended December 31, 2018 are specifically incorporated by reference in this proxy statement/prospectus.

        These risks are not the only risks that German American faces. Additional risks not presently known to German American, or that German American currently views as immaterial, may also impair German American's business. If any of the risks described in German American's SEC filings or any additional risks actually occur, German American's business, financial condition, results of operations and cash flows could be materially and adversely affected. In that case, the value of its securities could decline substantially and you could lose all or part of your investment.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This document, including the documents attached to this document, may contain forward-looking statements, including forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like "believe", "continue", "pattern", "estimate", "project", "intend", "anticipate", "plan," "expect" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "might", "can", "may", or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed merger between German American and Citizens First, including future financial and operating results, cost savings, enhanced revenues, and accretion/dilution to reported earnings that may be realized from the merger, as well as other statements of expectations regarding the merger, and other statements of German American's goals, intentions and expectations; statements regarding German American's business plan and growth strategies; statements regarding the asset quality of German American's loan and investment portfolios; and estimates of German American's risks and future costs and benefits, whether with respect to the merger or otherwise.

        These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including among other things:

        Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in German American's reports filed with the SEC, including German American's Annual Report on Form 10-K for its fiscal year ended December 31, 2018, which is incorporated by reference into, and forms part of, this proxy statement/prospectus.

        All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to either German American or Citizens First or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither German American nor Citizens First undertakes any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

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THE SPECIAL MEETING

        This proxy statement/prospectus is being provided to the shareholders of Citizens First in connection with the solicitation of proxies by the Citizens First board of directors for use at the special meeting and at any adjournment or postponement of the meeting. This proxy statement/prospectus provides the shareholders of Citizens First with information they need to know to be able to vote or instruct their vote to be cast at the Citizens First special meeting.

Date, Time and Place

        The special meeting of the holders of shares of Citizens First common stock will be held at 10:00 a.m., local time, on June 25, 2019, at the Carroll Knicely Institute for Economic Development and Public Service—South Campus, 2355 Nashville Road, Bowling Green, Kentucky.

Purpose of the Special Meeting

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

        The Citizens First board of directors unanimously recommends that Citizens First shareholders vote "FOR" (1) the proposal to approve the merger agreement, (2) the proposal to approve merger-related compensation, and (3) the proposal to approve adjournments.

Record Date

        Only holders of record of Citizens First shares at the close of business on May 1, 2019, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting and any postponement or adjournments thereof. As of the record date, 2,547,042 shares of Citizens First common stock were outstanding and entitled to vote at the meeting.

        Each share of Citizens First is entitled to one vote on each matter presented to the Citizens First shareholders. A complete list of Citizens First shareholders of record entitled to vote at the special meeting will be available for examination by any Citizens First shareholder for any purpose germane to the special meeting, at Citizens First's principal executive offices during normal business hours for a period of five (5) days before the special meeting. The list will also be available at the place of meeting for the duration thereof.

Quorum

        In order to carry on the business of the meeting, Citizens First must have a quorum. A quorum of Citizens First shareholders for purposes of the special meeting requires the presence, in person or represented by proxy, of at least a majority of the issued and outstanding shares of Citizens First common stock entitled to vote. Proxies properly executed and marked with a positive vote, a negative vote or an abstention, as well as broker non-votes, will be considered to be present at the special

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meeting for purposes of determining whether a quorum is present for the transaction of all business at the special meeting. A "broker non-vote" occurs when a nominee for a broker holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Required Vote to Approve the Proposals

        To approve the merger agreement, holders of a majority of the issued and outstanding shares of Citizens First's common stock must vote in favor of the proposal.

        As of May 1, 2019, the record date for the meeting, there were 2,547,042 shares of Citizens First common stock outstanding and entitled to vote. Approval of the merger agreement requires the affirmative vote of holders of at least 1,273,522 of the shares of common stock.

        The merger-related compensation proposal and the adjournment proposal will each be approved if more shares of Citizens First common stock are voted in favor of the proposal than are voted against it.

Beneficial Ownership of Citizens First Common Stock by Certain Shareholders

        The following table provides information, as of May 1, 2019, about each person known by Citizens First to own beneficially 5% or more of the 2,547,042 shares of Citizens First's common stock outstanding as of that date.

Name and Address of Beneficial Owner(1)
  Number of Shares of
Common
Stock Beneficially Owned
  Percent of Class  
PRB Advisors, L.L.C.(2)     191,075     7.5 %
245 Park Avenue, 24th Floor              
New York, New York 10167              

Siena Capital Partners I, L.P.(3)

 

 

175,677

 

 

6.9

%
100 N. Riverside Plaza              
Chicago, Illinois 60606              

(1)
Unless other information is given, the named beneficial owner has sole voting and dispositive power with respect to the shares.

(2)
Based on information set forth in a Schedule 13G/A filed February 14, 2018 by PRB Advisors, LLC with the SEC on its own behalf and on behalf of its affiliates, PRB Investors, L.P., Andrew P. Bergman and Stephen J. Paluszek (collectively, "PRB"). According to the filing, PRB has shared voting and dispositive power with respect to 179,209 shares and Stephen J. Paluszek has sole voting and dispositive power with respect to an additional 11,866 shares.

(3)
Based on information set forth in a Schedule 13G/A filed February 6, 2019 by Siena Capital Partners I, L.P. with the SEC on its own behalf and on behalf of its affiliates, Siena Capital Partners Accredited, L.P. and Siena Capital Partners GP, LLC (collectively, "Siena"). According to the filing, Siena has shared voting and dispositive power with respect to the shares.

        The following table sets forth information, as of May 1, 2019, regarding the beneficial ownership of Citizens First common stock by each director and named executive officer of Citizens First and by all

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of the directors and executive officers of Citizens First as a group. The calculation of the percentage of beneficial ownership has been based on 2,547,042 shares outstanding of Citizens First common stock.

Name of Benefical Owner
  Common Stock
Beneficially
Owned(1)
  Percent
of Class
 

Kent Furlong

    3,250     *  

Sarah Glenn Grise

    6,506 (2)   *  

J. Robert Hilliard

    30,706     1.2 %

Mark Iverson

    5,051     *  

M. Todd Kanipe

    33,658 (3)   1.3 %

Marc R. Lively

    3,500     *  

Steve Marcum

    21,803     *  

Amy H. Milliken

    13,843 (4)   *  

Jeff Perkins

    5,000 (5)   *  

Jack W. Sheidler

    75,283     3.0 %

John M. Taylor

    2,890     *  

R. Kevin Vance

    12,948 (6)   *  

Directors and Executive Officers as a Group (13 persons)

    225,923     8.9 %

*
Under 1% of outstanding shares.

(1)
Unless otherwise indicated, each director and executive officer has sole investment and/or voting power with respect to the shares shown as beneficially owned. Under applicable regulations, shares are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares the power to vote or dispose of the shares, whether or not he or she has any economic power with respect to the shares. Amounts include shares beneficially owned by members of the immediate families of the directors and executive officers residing in their homes.

(2)
Includes 1,357 shares held jointly with Ms. Grise's husband.

(3)
Includes 2,000 shares held in an individual retirement account for the benefit of Mr. Kanipe's wife, and 7,942 shares held jointly with Mr. Kanipe's wife.

(4)
Includes 4,405 shares held by Ms. Milliken's children.

(5)
Includes 2,725 shares held in an individual retirement account for the benefit of Mr. Perkin's wife.

(6)
Includes 6,825 shares held jointly with Dr. Vance's wife; such shares are pledged as security for a loan.

Voting Agreement with Citizens First Directors

        Each member of the board of directors of Citizens First has entered into a voting agreement with German American to cause all Citizens First common stock he or she owns of record or beneficially to be voted in favor of the merger agreement proposal. As of the record date, the members of the Citizens First board of directors and their affiliates had the power to vote an aggregate of 210,938 shares of Citizens First common stock, representing approximately 8.3% of the outstanding shares on that date.

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Treatment of Abstentions and Broker Non-Votes

        Abstentions with respect to shares will be counted as shares that are present and entitled to vote for purposes of determining the number of shares that are present and entitled to vote with respect to any particular proposal, but will not be counted as votes in favor of such proposal. Because approval of the merger and the adoption of the merger agreement requires the affirmative vote of a majority of the shares of Citizens First issued and outstanding, if a shareholder responds to the merger agreement proposal with an abstention, the abstention will have the same effect as a vote "AGAINST" the adoption of the merger agreement and the approval of the merger. Since approval of the merger-related compensation proposal (on an advisory basis) and the adjournment proposal each only requires more shares to vote in favor of the proposal than against it at the special meeting, abstentions will not affect the approvals of those proposals.

        Similarly, broker non-votes will be counted as shares that are present but NOT entitled to vote with respect to any proposal. Since the shares represented by the broker non-votes cannot vote "FOR" the merger agreement proposal, they will have the same effect as a vote "AGAINST" the merger agreement proposal. If you are a beneficial owner of Citizens First common stock held in the name of a broker or other nominee, you must instruct your nominee how to vote. Your nominee cannot vote your shares on your behalf without your instructions. If you do not provide instructions to your broker on the merger-related compensation proposal or the adjournment proposal, then your shares will not be voted and will not be counted for purposes of the approval of those proposals.

How to Vote; Voting of Proxies

        A shareholder may vote by proxy or in person at the meeting. Citizens First shareholders may vote their shares at the special meeting:

        Every Citizens First shareholder's vote is important. Accordingly, each Citizens First shareholder who holds shares of record directly in that shareholder's name should vote by telephone, over the Internet or by signing, dating and returning the accompanying proxy card, whether or not the shareholder plans to attend the special meeting in person.

        Giving a proxy means that a shareholder authorizes the persons named in the enclosed proxy card to vote the shareholder's shares at the special meeting in the manner the shareholder directs. Citizens First requests that shareholders intending to submit a proxy by mail complete and sign the accompanying proxy and return it to Citizens First as soon as possible in the enclosed postage-paid envelope. The deadline for submitting a proxy by telephone or via the Internet as a shareholder of record is 11:59 p.m., Central Time, on June 24, 2019. If you vote by telephone or over the Internet, you do NOT need to return your proxy card.

        If you properly vote and submit your proxy, the shares of common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card. If a shareholder's shares are held in "street name" by a bank or trust company, broker or other nominee that has provided a voting form, the shareholder should follow the instructions provided on such voting form.

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        It is not expected that any matter not referred to in this proxy statement/prospectus will be presented for action at the special meeting. If any other matters are properly brought before the special meeting, the persons named in the proxies submitted to Citizens First will have discretion to vote on such matters in accordance with their best judgment.

        A Citizens First shareholder may receive more than one proxy statement/prospectus or proxy card. This duplication will occur if such shareholder's shares of common stock are registered in different names or are in more than one type of account maintained by American Stock Transfer, Citizens First's transfer agent. In order to have all their common stock voted, a Citizens First shareholder should sign and return all the proxy cards the shareholder receives or otherwise vote the shares represented by all such proxy cards by telephone or over the Internet.

        Do not send any stock certificates with your proxy cards. If the merger is approved and adopted by Citizens First shareholders at the special meeting, and the merger is closed, the exchange agent will mail transmittal forms with instructions for the surrender of share certificates for Citizens First common stock as soon as practicable after completion of the merger.

Revocability of Proxies

        A Citizens First shareholder has the power to change his or her vote at any time before the shareholder's shares are voted at the special meeting by (i) filing with Citizens First's Secretary (1065 Ashley Street, Bowling Green, Kentucky 42103) a written notice of revocation bearing a date later than the date of such proxy, (ii) submitting a subsequently dated proxy relating to the same shares, (iii) casting a new vote by telephone or Internet (only your last proxy submitted prior to the meeting will be counted), or (iv) attending the special meeting and voting in person. Attending the special meeting in person will not itself revoke a proxy.

        However, if a shareholder holds the shareholder's shares through a bank, broker or other nominee, the shareholder may revoke the shareholder's instructions only by informing the nominee in accordance with any procedures established by the nominee.

Solicitation of Proxies

        Citizens First's board of directors is soliciting proxies to be voted at the special meeting of Citizens First's shareholders. Citizens First will pay the costs and expenses of soliciting and obtaining proxies. Following the original mailing of this proxy statement/prospectus and other soliciting materials, Citizens First will request brokers, custodians, nominees and other record holders of Citizens First common stock to forward copies of this proxy statement/prospectus and other soliciting materials to persons for whom they hold shares of Citizens First common stock and to request authority for the exercise of proxies. In these cases, Citizens First will reimburse these holders for their reasonable expenses upon the request of the record holders.

        Citizens First may use its directors, officers, and employees, who will not be specially compensated, to solicit proxies from Citizens First shareholders, either personally or by telephone or electronic mail. In addition, Citizens First has retained Laurel Hill Advisory Group, LLC ("Laurel Hill"), a proxy solicitation firm, to assist Citizens First in soliciting proxies with respect to the special meeting. Citizens First anticipates that the costs of Laurel Hill's services will be approximately $5,000, plus reimbursement of out-of-pocket expenses and payment of additional fees in the event certain services are requested.

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PROPOSAL 1—THE MERGER

Background of the Merger

        As part of its ongoing consideration and evaluation of Citizens First's long-term prospects and strategies, Citizens First's board of directors and senior management have regularly reviewed and assessed Citizens First's strategic opportunities and challenges. Among other things, the board of directors considered the increasing difficulty in profitably growing and operating a community financial institution under today's highly competitive conditions. At the same time, like other small financial institutions, Citizens First has experienced increasing costs for technology and regulatory compliance.

        In January 2016 and on a periodic basis thereafter, Citizens First invited a representative of Keefe, Bruyette & Woods, Inc. ("KBW"), a nationally recognized investment banking firm, to its regularly scheduled board meeting to provide an update on the banking market as well as an overview of potential strategic alternatives that the board might wish to consider for Citizens First, including remaining independent, merging with another institution and selling control. The board considered not only the current merger market but also the merger process and potential merger partners.

        Throughout 2016 and 2017 representatives of KBW, which had been engaged to act as Citizens First's financial advisor, met periodically with the Citizens First management team regarding potential mergers. Citizens First had preliminary discussions with several potential merger partners, including German American. None of these discussions led to Citizens First's entry into a definitive acquisition agreement.

        On January 10, 2018, Citizens First's President and Chief Executive Officer, Todd Kanipe, received a call from Mark Schroeder, German American's Chief Executive Officer, who expressed interest in a potential merger transaction between Citizens First and German American. The two agreed to continue discussions during the first quarter of 2018.

        On March 28, 2018, Mr. Kanipe, Citizens First's Chairman, Jack Sheidler, and a representative of KBW met with Mr. Schroeder, Clay Ewing, German American's President, and Brad Rust, German American's Chief Financial Officer, at German American's headquarters in Jasper, Indiana. They discussed the Bowling Green banking market, how a transaction might be structured, board and personnel issues, and German American's strategy for further expansion into the Kentucky market. There was agreement that the discussions should continue.

        On June 4, 2018, members of German American's management team were granted access to an online data room to begin a due diligence review of Citizens First.

        During June and July 2018, Citizens First's management spoke with German American's management and Messrs. Kanipe and Schroeder spoke several times regarding ongoing due diligence and its findings, staffing matters and the timing of a forthcoming indication of interest from German American.

        On July 13, 2018 and July 25, 2018, Mr. Schroeder and other members of German American's management team toured the Bowling Green market and the Williamson County, Tennessee market.

        On August 10, 2018, Mr. Kanipe met with Mr. Schroeder in Jasper, Indiana to discuss the potential loan portfolio composition after a merger, staffing and Mr. Kanipe's role in the combined company as well as possible timing of a potential merger transaction between Citizens First and German American.

        During August and September 2018, Mr. Kanipe and other members of Citizens First's senior management team met with senior management of German American to discuss each company's operations and business plan, organizational structures, cultural issues, and how Citizens First might be integrated into German American.

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        On October 7, 2018, German American delivered a draft indication of interest to Citizens First which was reviewed with Citizens First's board on October 12, 2018. The draft indication proposed the following key terms:

        Following an extensive discussion regarding German American's indication of interest, it was the consensus of the board that the German American offer of $28 per share was too low. The board directed KBW to communicate the following response to German American: an increase in the price to $29.50 per share, a reduced termination fee, additional severance for terminated employees and a reduction of the exchange ratio floor on the German American share price to $34.

        On November 15, 2018, German American submitted to Citizens First, through KBW, a revised indication of interest. The board discussed the bid at a meeting on November 15, 2018. Representatives of Citizens First's financial and legal advisors were also in attendance. German American proposed a 80% stock/20% cash consideration mix but increased the proposed consideration to $29.00 per share, consisting of a fraction of a share of German American common stock and $5.80 cash for each share of Citizens First common stock. The exchange ratio was to remain fixed. German American also agreed to reduce the termination fee to $2.5 million and to grant 2 weeks of severance for each year of service to terminated Citizens First employees in the merger. The board considered, in consultation with KBW, the likelihood of whether other banking organizations who it was believed might have possible interest in acquiring Citizens First would have the financial ability to pay more than German American and believed it was unlikely. At the conclusion of this meeting Citizens First's board, by unanimous vote, authorized management and counsel to work expeditiously toward a definitive agreement based on the increased consideration and other revised terms proposed by German American.

        On November 19, 2018, German American delivered to Citizens First an executed copy of the revised indication of interest, which included an exclusivity provision providing that during the 45-day period from execution, Citizens First would work exclusively toward negotiating a definitive agreement with German American, terminate any discussions with any other party, and neither initiate nor encourage or solicit another party to make a competing offer. Citizens First executed the revised indication of interest on November 20, 2018.

        On November 27, 2018, senior management of Citizens First and German American spoke regarding additional due diligence, time frames and regulatory approvals.

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        The parties respective legal counsel spoke on December 4, 2018 to discuss and identify the material issues to be addressed in the merger agreement negotiations. On December 13, 2018, German American's legal counsel, Bingham Greenebaum Doll LLP, delivered a draft of a merger agreement and during the following weeks exchanged successive drafts of the merger agreement and ancillary agreements. The board of directors reviewed drafts of the merger agreement with its counsel at its December 2018 and January 2019 meetings. Citizens First's senior management and financial advisor also participated at these meetings.

        On February 21, 2019, the boards of directors of both Citizens First and German American met to review and approved the proposed merger agreement, which provided for merger consideration of 0.6629 German American shares plus $5.80 in cash for each Citizens First share (excluding 401(k) plan shareholders). As requested by German American, 401(k) plan shareholders were to receive a cash payment equal to $5.80 plus the exchange ratio multiplied by the greater of the 20 day volume weighted average closing price of German American shares on the second day prior to the closing or the closing price of German American shares on the last trading day preceding the closing.

        At the Citizens First meeting, Mr. Kanipe, with the assistance of representatives of Wyatt, Tarrant and Combs and KBW, reviewed with Citizens First's board of directors a history of the process followed to that point. The board of directors reviewed Citizens First's operating challenges, the periodic reviews of its future strategic options, the solicitation of multiple potential merger partners, and the process by which German American's proposal was determined to provide the best value for stockholders. A representative of Wyatt, Tarrant and Combs then reviewed with the board of directors in detail the terms of the merger agreement. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to Citizens First's board of directors an opinion to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the merger consideration in the merger was fair, from a financial point of view, to the holders of Citizens First common stock. Citizens First's legal counsel reviewed director duties in evaluating a business combination proposal and the other terms of the proposed merger. The Citizens First board also approved a Success Bonus Agreement with four Citizens First executive officers, as well as amendments to their existing employment agreements.

        After their meetings, the parties executed the merger agreement and issued a joint press release announcing the transaction after the close of stock trading at the end of the day.

Citizens First's Reasons for the Merger and Recommendation of its Board of Directors

        Citizens First's board of directors unanimously determined that the proposed merger is in the best interests of Citizens First and its stockholders. In making its determination, the board of directors considered several factors affecting the business, operations, financial condition, earnings and prospects of Citizens First. The material factors considered by the board included:

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        Citizens First's board of directors also considered several potential risks and uncertainties with respect to the merger, and factors unique to certain stockholders of Citizens First, including, without limitation, the following:

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        The foregoing discussion of the material information and factors considered by Citizens First's board of directors is not intended to be exhaustive. Citizens First's board of directors evaluated the above factors and unanimously determined that the merger was in the best interests of Citizens First and its stockholders. In reaching its determination to approve the merger and recommend that Citizens First's shareholders approve the merger, the board of directors considered the totality of the information presented to it and did not assign any relative or specific weights to any of the individual factors considered, although individual directors may have given different weights to different factors. The board of directors considered these factors, including the potential risks, uncertainties and disadvantages associated with the merger, in the aggregate rather than separately and determined the benefits of the merger to be favorable to and outweigh the potential risks, uncertainties and disadvantages of the merger. This explanation of the board of directors' reasoning and certain other information presented in this section are forward-looking in nature and, therefore, should be read in the context of the factors discussed under "Cautionary Statement Concerning Forward-Looking Statements."

        Citizens First's board of directors determined that the merger, the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Citizens First and its stockholders. Accordingly, Citizens First's board of directors unanimously approved and adopted the merger agreement and approved the merger and unanimously recommends that Citizens First stockholders vote "FOR" approval of the merger agreement and the merger. The terms of the merger agreement were the product of arm's-length negotiations between Citizens First and German American.

Recommendation of the Citizens First Board of Directors

        The board of directors of Citizens First unanimously approved the merger agreement. The board of directors of Citizens First believes that the merger is in the best interests of Citizens First and its shareholders, and, as a result, the directors unanimously recommend that Citizens First shareholders vote "FOR" (1) the adoption and approval of the merger agreement and the merger, (2) the proposal to approve merger-related compensation, and (3) the proposal to approve adjournments.

German American's Reasons for the Merger

        In deciding to approve the merger with Citizens First, German American's board of directors considered a number of factors, including:

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        The foregoing discussion of the information and factors considered by the German American board of directors is not intended to be exhaustive, but includes the material factors considered by the German American board of directors. In reaching its decision to approve and adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement, the German American board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The German American board of directors considered all these factors as a whole, including discussions with, and questioning of, German American's management and German American's financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

        For the reasons set forth above, the German American board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of German American and its shareholders, and unanimously approved and adopted the merger agreement.

Opinion of Citizens First's Financial Advisor

        Citizens First engaged Keefe, Bruyette & Woods, Inc. ("KBW") to render financial advisory and investment banking services to Citizens First, including an opinion to the Citizens First board of directors as to the fairness, from a financial point of view, to holders of Citizens First common stock of the merger consideration to be received by such shareholders in the proposed merger of Citizens First with and into German American. Citizens First selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

        As part of its engagement, representatives of KBW attended the meeting of the Citizens First board held on February 21, 2019, at which the Citizens First board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Citizens First board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to holders of Citizens First common stock. The Citizens First board approved the merger agreement at this meeting.

        The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

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        KBW's opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Citizens First board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration in the merger to holders of Citizens First common stock. It did not address the underlying business decision of Citizens First to engage in the merger or enter into the merger agreement or constitute a recommendation to the Citizens First board in connection with the merger, and it does not constitute a recommendation to any holder of Citizens First common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, shareholders' or affiliates' agreement with respect to the merger or exercise any dissenters' or appraisal rights that may be available to such shareholder.

        KBW's opinion was reviewed and approved by KBW's Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

        In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Citizens First and German American and bearing upon the merger, including, among other things:

        KBW's consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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        KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions that were held with the respective managements of Citizens First and German American regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by Citizens First, with KBW's assistance, to solicit indications of interest from third parties regarding a potential transaction with Citizens First.

        In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Citizens First as to the reasonableness and achievability of the financial and operating forecasts and projections of Citizens First referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of Citizens First, upon German American management as to the reasonableness and achievability of the publicly available consensus "street estimates" of German American, the assumed German American long-term growth rates, and the estimates regarding certain pro forma financial effects of the merger on German American (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such forecasts, projections and estimates), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the German American "street estimates" referred to above that such estimates were consistent with, the best currently available estimates and judgments of

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German American management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

        It is understood that the portion of the foregoing financial information of Citizens First and German American that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information (including the publicly available consensus "street estimates" of German American referred to above) was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Citizens First and German American and with the consent of the Citizens First board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

        KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Citizens First or German American since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Citizens First's consent, that the aggregate allowances for loan and lease losses for Citizens First and German American are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Citizens First or German American, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Citizens First or German American under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, KBW assumed no responsibility or liability for their accuracy.

        KBW assumed, in all respects material to its analyses:

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        KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Citizens First that Citizens First relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Citizens First, German American, the merger and any related transaction (including the subsidiary bank merger), and the merger agreement. KBW did not provide advice with respect to any such matters. KBW assumed, at the direction of Citizens First and without independent verification, that the Citizens First's Effective Time Book Value (as defined in the merger agreement) would not be less than the Target Book Value (as defined in the merger agreement).

        KBW's opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, to holders of Citizens First common stock of the merger consideration to be received by such holders in the merger, without regard to the 401(K) Cash Payment (as defined in the merger agreement) for 401(K) Plan Shares (as defined in the merger agreement). KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the subsidiary bank merger), including without limitation, the form or structure of the merger (including the form of the merger consideration, the allocation thereof between cash and stock or the disparate treatment of 401(K) Plan Shares) or any such related transaction, any consequences of the merger or any such related transaction to Citizens First, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder, escrow or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW's opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. Developments subsequent to the date of KBW's opinion may have affected, and may affect, the conclusion reached in KBW's opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW's opinion did not address, and KBW expressed no view or opinion with respect to:

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        In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Citizens First and German American. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW's opinion was among several factors taken into consideration by the Citizens First board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Citizens First board with respect to the fairness of the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between Citizens First and German American and the decision of Citizens First to enter into the merger agreement was solely that of the Citizens First board.

        The following is a summary of the material financial analyses presented by KBW to the Citizens First board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Citizens First board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below includes information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

        For purposes of the financial analyses described below, KBW utilized an implied transaction value for the merger of $26.67 per share of Citizens First common stock, or $68.2 million in the aggregate,

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consisting of the sum of (i) the cash consideration of $5.80, and (ii) the implied value of the stock consideration of 0.6629 of a share of German American common stock based on the closing price of German American common stock on February 19, 2019.

        Citizens First Selected Companies Analysis.    Using publicly available information, KBW compared the financial performance, financial condition and market performance of Citizens First to 12 selected major exchange-traded U.S. banks with total assets between $400 million and $600 million. Merger targets and mutual holding companies were excluded from the selected companies.

        The selected companies were as follows:

Bank of South Carolina Corporation   MSB Financial Corp.
Broadway Financial Corporation   PB Bancorp, Inc.
Carolina Trust BancShares, Inc.   Randolph Bancorp, Inc.
Elmira Savings Bank   Southwest Georgia Financial Corporation
Glen Burnie Bancorp   United Bancorp, Inc.
Home Federal Bancorp, Inc. of Louisiana   Village Bank and Trust Financial Corp.

        To perform this analysis, KBW used profitability and other financial information for the latest 12 months ("LTM") available (which in the case of Citizens First were the period ended December 31, 2018) or as of the end of such period and market price information as of February 19, 2019. Where consolidated holding company level financial data for Citizens First and the selected companies was unreported, subsidiary bank level data was utilized. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in Citizens First's historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

        KBW's analysis showed the following concerning the financial performance of Citizens First and the selected companies:

 
   
  Selected Companies  
 
  Citizens
First
  25th
Percentile
  Median   Average   75th
Percentile
 

LTM Core Return on Average Assets(1)

    1.02 %   0.56 %   0.79 %   0.71 %   0.97 %

LTM Core Return on Average Tangible Common Equity(1)

    11.23 %   5.16 %   8.53 %   7.52 %   10.66 %

LTM Net Interest Margin

    3.50 %   3.22 %   3.55 %   3.51 %   3.84 %

LTM Fee Income / Revenue(2)

    18.6 %   8.8 %   15.0 %   16.0 %   19.6 %

LTM Efficiency Ratio

    68.1 %   83.3 %   72.3 %   76.2 %   67.1 %

(1)
Core earnings excluded extraordinary items, gain/loss on sale of securities, nonrecurring revenue/expenses, and amortization of intangibles (and, where applicable, was adjusted to exclude one-time charges for the revaluation of deferred tax assets or liabilities in the fourth quarter of 2017 due to the Tax Cuts and Jobs Act of 2017), as calculated by S&P Global Market Intelligence.

(2)
Excluded gains/losses on sale of securities.

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        KBW's analysis also showed the following concerning the financial condition of Citizens First and the selected companies:

 
   
  Selected Companies  
 
  Citizens
First
  25th
Percentile
  Median   Average   75th
Percentile
 

Tangible Common Equity / Tangible Assets

    9.72 %   8.17 %   10.54 %   10.09 %   11.41 %

Total Capital Ratio

    14.30 %   12.84 %   13.11 %   14.87 %   16.79 %

Loans / Deposits

    95.6 %   86.1 %   96.9 %   96.8 %   103.8 %

Loan Loss Reserves / Loans

    1.18 %   0.78 %   0.87 %   0.92 %   1.02 %

Nonperforming Assets / Loans + OREO

    0.38 %   1.93 %   1.09 %   1.33 %   0.81 %

LTM Net Charge-offs / Average Loans

    0.13 %   0.10 %   0.03 %   0.06 %   0.00 %

        In addition, KBW's analysis showed the following concerning the market performance of Citizens First and the selected companies (excluding impact of the LTM earnings per share ("EPS") multiples for two of the selected companies, for which the multiple was considered to be not meaningful because they were either negative or greater than 30.0x):

 
   
  Selected Companies  
 
  Citizens
First
  25th
Percentile
  Median   Average   75th
Percentile
 

One-Year Stock Price Change

    (3.0 )%   (6.6 )%   (2.5 )%   (4.9 )%   2.2 %

Year-To-Date Stock Price Change

    8.4 %   3.2 %   4.3 %   6.2 %   7.9 %

Price / Tangible Book Value per Share

    1.29x     1.12x     1.21x     1.27x     1.33x  

Price / LTM EPS

    12.3x     13.9x     14.9x     15.6x     17.7x  

Dividend Yield

    1.2 %   0.0 %   2.1 %   1.9 %   3.3 %

LTM Dividend Payout Ratio

    14.8 %   0.0 %   24.7 %   28.0 %   48.3 %

        No company used as a comparison in the above selected companies analysis is identical to Citizens First. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

        German American Selected Companies Analysis.    Using publicly available information, KBW compared the financial performance, financial condition and market performance of German American to 21 selected major-exchange-traded banks that were headquartered in the Midwest (defined as Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin) with total assets between $2.5 billion and $5.0 billion. Merger targets and mutual holding companies were excluded from the selected companies.

        The selected companies were as follows:

Byline Bancorp, Inc.   Mercantile Bank Corporation
Community Trust Bancorp, Inc.   Merchants Bancorp
Equity Bancshares, Inc.   MidWestOne Financial Group, Inc.
First Defiance Financial Corp.   Nicolet Bankshares, Inc.
First Financial Corporation   Old Second Bancorp, Inc.
First Internet Bancorp   Peoples Bancorp Inc.
First Mid-Illinois Bancshares, Inc.   QCR Holdings, Inc.
Great Southern Bancorp, Inc.   Sterling Bancorp, Inc.
Horizon Bancorp, Inc.   Stock Yards Bancorp, Inc.
Independent Bank Corporation   United Community Financial Corp.
Lakeland Financial Corporation    

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        To perform this analysis, KBW used profitability and other financial information for the latest 12 months available (which in the case of German American was the period ended December 31, 2018) or as of the end of such period and market price information as of February 19, 2019. KBW also used 2019 and 2020 EPS estimates taken from publicly available consensus "street estimates" for German American and the selected companies. Where consolidated holding company level financial data for German American and the selected companies was unreported, subsidiary bank level data was utilized. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in German American's historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

        KBW's analysis showed the following concerning the financial performance of German American and the selected companies:

 
   
  Selected Companies  
 
  German
American
  25th
Percentile
  Median   Average   75th
Percentile
 

LTM Core Return on Average Assets(1)

    1.51 %   1.32 %   1.41 %   1.40 %   1.48 %

LTM Core Return on Average Tangible Common Equity(1)

    16.06 %   12.85 %   14.45 %   14.84 %   16.52 %

LTM Net Interest Margin

    3.75 %   3.62 %   3.81 %   3.71 %   3.96 %

LTM Fee Income / Revenue(2)

    24.1 %   17.6 %   22.4 %   22.3 %   26.4 %

LTM Efficiency Ratio

    56.7 %   59.8 %   58.3 %   55.9 %   56.2 %

(1)
Core earnings excluded extraordinary items, gain/loss on sale of securities, nonrecurring revenue/expenses, and amortization of intangibles (and, where applicable, was adjusted to exclude one-time charges for the revaluation of deferred tax assets or liabilities in the fourth quarter of 2017 due to the Tax Cuts and Jobs Act of 2017), as calculated by S&P Global Market Intelligence.

(2)
Excluded gains/losses on sale of securities.

        KBW's analysis also showed the following concerning the financial condition of German American and the selected companies:

 
   
  Selected Companies  
 
  German
American
  25th
Percentile
  Median   Average   75th
Percentile
 

Tangible Common Equity / Tangible Assets

    9.04 %   8.79 %   9.42 %   9.70 %   10.47 %

Total Capital Ratio

    12.36 %   12.50 %   13.91 %   14.13 %   14.40 %

Loans / Deposits

    88.8 %   88.6 %   93.4 %   93.4 %   97.1 %

Loan Loss Reserves / Loans

    0.58 %   0.72 %   0.93 %   0.87 %   1.05 %

Nonperforming Assets / Loans + OREO

    0.48 %   1.18 %   0.80 %   0.92 %   0.40 %

LTM Net Charge-offs / Average Loans

    0.08 %   0.15 %   0.07 %   0.10 %   0.03 %

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        In addition, KBW's analysis showed the following concerning the market performance of German American and the selected companies:

 
   
  Selected Companies  
 
  German
American
  25th
Percentile
  Median   Average   75th
Percentile
 

One-Year Stock Price Change

    (8.9 )%   (9.7 )%   (1.7 )%   (4.6 )%   1.8 %

Year-To-Date Stock Price Change

    13.4 %   9.9 %   11.6 %   14.9 %   21.5 %

Price / Tangible Book Value per Share

    2.28x     1.52x     1.74x     1.72x     1.86x  

Price / LTM EPS

    15.8x     12.2x     13.3x     13.0x     14.1x  

Price / 2019E EPS

    13.7x     11.2x     11.8x     11.8x     12.6x  

Price / 2020E EPS

    13.0x     10.0x     11.0x     11.1x     12.2x  

Dividend Yield

    2.2 %   0.7 %   2.3 %   1.8 %   2.7 %

LTM Dividend Payout Ratio

    34.2 %   8.4 %   28.5 %   24.0 %   37.7 %

        No company used as a comparison in the above selected companies analysis is identical to German American. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

        Select Transactions Analysis.    KBW reviewed publicly available information related to 14 selected Midwest whole bank transactions announced since November 8, 2016 with acquired company assets between $250 million and $750 million and acquired company headquarter metropolitan statistical area population less than 300,000. Terminated transactions and merger-of-equals transactions were excluded from the selected transactions.

        The selected transactions were as follows:

Acquiror
  Acquired Company
Farmers & Merchants Bancorp, Inc.    Limberlost Bancshares, Inc.
First Mid-Illinois Bancshares, Inc.    SCB Bancorp, Inc.
German American Bancorp, Inc.    First Security, Inc.
Capitol Federal Financial, Inc.    Capital City Bancshares, Inc.
RCB Holding Company, Inc.    Central Bank and Trust Co.
CNB Bank Shares, Inc.    Jacksonville Bancorp, Inc.
Mackinac Financial Corporation   First Federal of Northern Michigan Bancorp, Inc.
Equity Bancshares, Inc.    Kansas Bank Corporation
First Mid-Illinois Bancshares, Inc.    First BancTrust Corporation
Independent Bank Corporation   TCSB Bancorp, Inc.
Peoples Bancorp Inc.    ASB Financial Corp.
Horizon Bancorp   Wolverine Bancorp, Inc.
QCR Holdings, Inc.    Guaranty Bank and Trust Company
Topeka Bancorp Inc.    Kaw Valley Bancorp, Inc.

        For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company's then latest publicly available financial statements:

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        KBW also reviewed the price per common share paid for the acquired company for the six selected transactions involving publicly traded acquired companies as a premium to the closing price of the acquired company one day prior to the announcement of the acquisition (expressed as a percentage and referred to as the one-day market premium). The above transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the implied transaction value for the proposed merger of $26.67 per outstanding share of Citizens First common stock and using historical financial information for Citizens First as of or for the 12-month period ended December 31, 2018.

        The results of the analysis are set forth in the following table (excluding the impact of the core deposit premium for one of the selected transactions, which core deposit premium was considered to be not meaningful because it was negative, and excluding the impact of the LTM EPS multiple for one of the selected transactions, which multiple was considered to be not meaningful because it was greater than 35.0x):

 
   
  Selected Transactions  
 
  German
American /
Citizens First
  25th
Percentile
  Median   Average   75th
Percentile
 

Price / Tangible Book Value per Share

    1.48x     1.42x     1.46x     1.63x     1.83x  

Core Deposit Premium

    6.9 %   6.7 %   9.8 %   11.1 %   12.7 %

Price / LTM EPS(1)(2)

    14.1x     14.8x     17.8x     18.2x     21.0x  

One-Day Market Premium

    14.8 %   5.9 %   22.5 %   27.6 %   44.6 %

(1)
Where applicable, in the case of one of the selected transactions, adjusted for the revaluation of deferred tax assets or liabilities in the fourth quarter of 2017 due to the Tax Cuts and Jobs Act of 2017.

(2)
In the case of three acquired companies which were S-corporations, earnings were tax-affected.

        No company or transaction used as a comparison in the above selected transaction analysis is identical to Citizens First or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

        Relative Contribution Analysis.    KBW analyzed the relative standalone contribution of German American and Citizens First to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments or synergies. To perform this analysis, KBW used (i) balance sheet and income statement data for German American and Citizens First as of or for the fiscal year ended December 31, 2018, (ii) 2019 and 2020 EPS consensus "street estimates" for German American, (iii) financial forecasts and projections relating to the net income of Citizens First provided by Citizens First management, and (iv) market price information as of February 19, 2019. The results of KBW's analysis are set forth in the following table, which also compares the results of KBW's analysis with the implied pro forma ownership percentages of German American and Citizens First shareholders in the

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combined company based on the 0.6629x exchange ratio provided for in the merger agreement and also hypothetically assuming 100% stock consideration in the proposed merger for illustrative purposes:

 
  German American
% of Total
  Citizens First
% of Total
 

Ownership:

             

At 0.6629x merger exchange ratio

    94 %   6 %

Assuming 100% stock consideration

    92 %   8 %

Balance Sheet:

             

Total Assets

    89 %   11 %

Gross Loans

    88 %   12 %

Total Deposits

    89 %   11 %

Tangible Common Equity

    88 %   12 %

Income Statement:

             

2019 GAAP Net Income

    92 %   8 %

2020 GAAP Net Income

    92 %   8 %

Market Capitalization:

             

Pre-Deal Market Capitalization

    93 %   7 %

        Forecasted Pro Forma Financial Impact Analysis.    KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of German American and Citizens First. Using (i) closing balance sheet estimates as of June 30, 2019 for German American and Citizens First, extrapolated from historical data as of December 31, 2018 and estimated data as of December 31, 2019 that was either taken from publicly available consensus "street estimates" for German American in the case of German American or provided by Citizens First management in the case of Citizens First, (ii) publicly available consensus "street estimates" for German American, and (iii) pro forma assumptions (including, without limitation, net income estimates for Citizens First and the cost savings and related expenses expected to result from the merger and the restructuring charge and certain accounting adjustments assumed with respect to the merger) provided by German American management, KBW analyzed the potential financial impact of the merger on certain projected financial results of German American. This analysis indicated the merger could be accretive to German American's estimated last two quarters 2019 EPS and estimated 2020 EPS and dilutive to German American's estimated tangible book value per share as of June 30, 2019. Furthermore, the analysis indicated that, pro forma for the merger, each of German American's tangible common equity to tangible assets ratio, Leverage Ratio, Common Equity Tier 1 Ratio, Tier 1 Capital Ratio and Total Risk Based Capital Ratio as of June 30, 2019 could be lower. For all of the above analysis, the actual results achieved by German American following the merger may vary from the projected results, and the variations may be material.

        Citizens First Discounted Cash Flow Analysis.    KBW performed a discounted cash flow analysis of Citizens First to estimate a range for the implied equity value of Citizens First. In this analysis, KBW used financial forecasts and projections relating to the net income and assets of Citizens First provided by Citizens First management, and assumed discount rates ranging from 15.0% to 17.0%. The range of values was derived by adding (i) the present value of the estimated excess cash flows that Citizens First could generate over the period from June 30, 2019 to December 31, 2023 as a standalone company, and (ii) the present value of Citizens First's implied terminal value at the end of such period. KBW assumed that Citizens First would maintain a tangible common equity to tangible asset ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of Citizens First, KBW applied a range of 12.0x to 14.0x Citizens First's estimated 2024 net income. This discounted cash flow analysis resulted in a range of implied values per share of Citizens First common stock of $19.83 per share to $23.12 per share.

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        The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates, and discount rates. The foregoing discounted cash flow analysis did not purport to be indicative of the actual values or expected values of Citizens First.

        German American Discounted Cash Flow Analysis.    KBW performed a discounted cash flow analysis of German American to estimate a range for the implied equity value of German American. In this analysis, KBW used publicly available consensus "street estimates" of German American and assumed long-term growth rates for German American provided by German American management, and assumed discount rates ranging from 9.0% to 11.0%. The range of values was derived by adding (i) the present value of the estimated excess cash flows that German American could generate over the period from June 30, 2019 to December 31, 2023 as a standalone company and (ii) the present value of German American's implied terminal value at the end of such period. KBW assumed that German American would maintain a tangible common equity to tangible asset ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of German American, KBW applied a range of 12.0x to 14.0x German American's estimated 2024 net income. This discounted cash flow analysis resulted in a range of implied values per share of German American common stock of $30.44 per share to $36.43 per share.

        The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates, and discount rates. The foregoing discounted cash flow analysis did not purport to be indicative of the actual values or expected values of German American or the pro forma combined company.

        Miscellaneous.    KBW acted as financial advisor to Citizens First and not as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. Further to certain existing sales and trading relationships of a certain KBW broker-dealer affiliate with both of Citizens First and German American, and otherwise in the ordinary course of its and their broker-dealer businesses, KBW and its affiliates may from time to time purchase securities from, and sell securities to, Citizens First and German American. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Citizens First and German American for its and their own accounts and for the accounts of its and their respective customers and clients.

        Pursuant to the KBW engagement agreement, Citizens First agreed to pay KBW a cash fee equal to 1.25% of the aggregate merger consideration, $150,000 of which became payable upon the rendering of KBW's opinion and the balance of which is contingent upon the consummation of the merger. Citizens First also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW's engagement or KBW's role in connection therewith. Other than in connection with this present engagement, during the two years preceding the date of its opinion, KBW did not provide investment banking and financial advisory services to Citizens First. During the two years preceding the date of its opinion, KBW did not provide investment banking and financial advisory services to German American. KBW may in the future provide investment banking and financial advisory services to Citizens First or German American and receive compensation for such services.

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Interests of Citizens First's Directors and Executive Officers in the Merger

        When you consider the recommendation of the Citizens First board of directors to approve the merger agreement and the merger, you should be aware that certain of Citizens First's directors and executive officers may have (or have had) interests in connection with the merger that are (or were) different from, or in addition to, your interests as shareholders generally and that may present actual or apparent conflicts of interests.

        Success Bonus Payments.    In consideration for the efforts necessary to effectuate the closing of the merger, Citizens First entered into a Success Bonus Agreement (the "Bonus Agreements") with each of M. Todd Kanipe, President and CEO of Citizens First, Steve Marcum, Executive Vice President and CFO of Citizens First, Marc Lively, Executive Vice President and Chief Credit Officer of Citizens First, and Kim M. Thomas, Executive Vice President of Retail Banking (each, a "Citizens First Executive"). The Bonus Agreements provide that Citizens First will pay to the Citizens First Executive a success bonus immediately prior to the closing of the merger (the "Success Bonus"), in accordance with and subject to the terms and conditions set forth in the Bonus Agreements. Under the Bonus Agreements, each of Mr. Kanipe, Mr. Marcum, Mr. Lively and Ms. Thomas will receive a Success Bonus in the amount of $749,389, $583,623, $550,920 and $303,099, respectively.

        Acceleration and Payment of Performance Units.    Each Citizens First Executive has received certain performance unit awards under the Citizens First Corporation 2015 Incentive Plan (the "Performance Units"). As a result of the merger, the applicable periods of restriction for the Performance Units will be deemed to have lapsed and Citizens First shall, immediately prior to the closing of the merger, pay to Mr. Kanipe, Mr. Marcum, Mr. Lively and Ms. Thomas a cash payment in the amount of $84,542, $52,772, $49,421 and $19,185, respectively (the "Performance Unit Cash Payments"), provided that the Citizens First Executive remains employed by Citizens First through the payment date. The determination of the Performance Unit Cash Payments assumes that the merger will become effective as of July 1, 2019 and a share price for Citizens First common stock of $25.58 (which, for purposes of these estimates, was based on the average closing market price of Citizens First's common stock over the first five business days following the public announcement of the merger).

        No Excess Parachute Payments.    Section 280G of the Code provides that payments related to a change in control that equal or exceed three times an individual's "base amount" (defined as average annual taxable compensation over the five preceding calendar years) constitute "excess parachute payments." If the change in control payments exceed three times the individual's base amount, the Code imposes a 20% excise tax on the amount that exceeds the individual's base amount and Section 280G of the Code limits the employer's deduction to the base amount. The lump sums payable to Mr. Kanipe, Mr. Marcum, Mr. Lively and Ms. Thomas upon the change in control of Citizens First will not constitute excess parachute payments.

        Transition Employment Agreements with German American.    Each Citizens First Executive has entered into a Transition Employment Agreement with German American (each, a "Transition Employment Agreement"), providing the Citizens First Executive employment with German American or one of its affiliates following consummation of the merger.

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        Board Appointments.    The merger agreement obligates German American to appoint one person who is currently a member of the Citizens First board of directors (chosen by German American after consultation with Citizens First) to the German American board of directors. German American must also appoint all of Citizens First's current independent directors, other than the director to be appointed to German American's board, to a newly created Regional Advisory Board of German American. Each of the Citizens First directors appointed to either of these boards will be entitled to receive compensation from German American for his or her service. As of the date of this proxy statement/prospectus, it has not yet been determined which Citizens First director will be appointed to the German American board of directors.

        Indemnification and Continued Director and Officer Liability Coverage.    From and after the effective time of the merger, German American has agreed to indemnify and hold harmless each present and former director, manager and officer of Citizens First and each of its subsidiaries (each, an "Indemnified Party") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time, to the same extent (and subject to the making of the same findings as to eligibility for such indemnification and/or advancement of expenses) that such Indemnified Party would have been indemnified (or entitled to advancement of expenses) as a director, manager or officer of Citizens First or any of its subsidiaries (including without limitation service as a trustee or in any similar capacity with respect to any Citizens First employee benefit plan), under applicable Kentucky or Indiana law or any organizational documents of Citizens First and any of its subsidiaries as in effect as of the date of the merger agreement. In addition, German American has agreed to provide directors' and officers' liability insurance coverage for a period of six (6) years following the effective time of the merger to the persons serving as officers, managers and directors of Citizens First and any of its subsidiaries immediately prior to the effective time of the merger under the directors' and officers' liability insurance policy currently maintained by Citizens First or under a policy with comparable or better coverage; provided that German American is not obligated to pay more than 150% of the annual premium paid by Citizens First for such insurance. If the cost of insurance exceeds such limit, German American will use its reasonable efforts to obtain as much comparable coverage as possible.

        The board of directors of Citizens First was aware of these differing interests and potential conflicts and considered them, among other matters, in evaluating and negotiating the merger

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agreement with German American and in recommending that Citizens First's shareholders approve and adopt the proposals to be voted upon at the special meeting.

Regulatory Approvals

        German American Bank, the banking subsidiary of German American, submitted an application to the Federal Deposit Insurance Corporation ("FDIC") on or about April 12, 2019, seeking approval by the FDIC of the merger of Citizens First Bank into German American Bank.

        In addition, on or about April 12, 2019, German American Bank submitted (i) an application to the Indiana Department of Financial Institutions, and (ii) a copy of its FDIC application to the Kentucky Department of Financial Institutions, in each case seeking approval of the merger of Citizens First Bank into German American Bank.

        On or about May 3, 2019, German American expects to submit a request to the Federal Reserve Bank of St. Louis, acting as the delegate of the Board of Governors of the Federal Reserve System under the Bank Holding Company Act, for a determination by the Reserve Bank that German American need not submit an application for approval of the merger under that Act.

        German American cannot be certain when or if such waivers or approvals will be received.

Exchange Agent

        German American has appointed Computershare, Inc. ("Computershare") as its exchange agent for purposes of exchanging Citizens First shares held by its shareholders for the merger consideration.

Dividends and Distributions

        Under the terms of the merger agreement, prior to the closing of the merger, Citizens First is prohibited from declaring or paying any cash dividend or other distribution to Citizens First shareholders, except Citizens First's quarterly cash dividend in an amount not to exceed $0.07 per share; provided, however, Citizens First and German American must coordinate Citizens First's dividend schedule for the quarter in which the merger closing occurs so that Citizens First's shareholders do not receive dividends for shares of both German American common stock and Citizens First common stock for the same calendar quarter.

Appraisal or Dissenters' Rights

        Each share of Citizens First common stock held by a shareholder who has given notice of its intention to assert the right to dissent in accordance with Kentucky law, has not voted to approve the merger agreement, and has otherwise complied with the applicable provisions of the Kentucky Business Corporation Act ("KBCA") to dissent from the merger will not be converted into the right to receive the merger consideration. Instead, such a dissenting shareholder will become entitled to receive whatever may be determined to be the "fair value" of the dissenter's shares under the applicable provisions of the KBCA. If at any time a Citizens First shareholder fails to take an action required to perfect its rights as a dissenting shareholder, that shareholder will be treated as though its Citizens First shares had been converted at the effective time into the right to receive the merger consideration, without any interest thereon. Citizens first will give German American prompt notice of any shareholder demands received by Citizens First for payment of the fair value of Citizens First common stock. Prior to the effective time, Citizens First will not make any payment with respect to, or settle or offer to settle, any such demands except with prior consent of German American. For more information regarding the right of Citizens First shareholders to dissent from the merger, see the section entitled "THE MERGER AGREEMENT—Dissenters' Rights of Appraisal" beginning on page 69 of this proxy statement/prospectus. In addition, a copy of Chapter 271B, Subtitle 13,

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Title XXIII of the KBCA, the Kentucky dissenters' rights statute, is attached as Annex C to this proxy statement/prospectus. Investment banker opinions as to the fairness, from a financial point of view, of the consideration payable in a transaction such as the merger are not opinions as to, and do not in any way addresss, fair value under the KBCA.

Material U.S. Federal Income Tax Consequences

        German American and Citizens First expect the merger to qualify as a "reorganization" (within the meaning of Section 368(a) of the Code) for U.S. federal income tax purposes. If the merger qualifies as a reorganization, then, in general, for U.S. federal income tax purposes, as a result of the merger:

        See "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES" beginning on page 86 for a summary of the material U.S. federal income tax consequences of the merger to U.S. holders of Citizens First common stock.

        Because individual circumstances may differ, each shareholder should, at their own expense, consult such shareholder's tax advisor regarding the applicability of the rules discussed in this proxy statement/prospectus to the shareholder and the particular tax effects to the shareholder of the merger and the holding or disposing of German American shares in light of such shareholder's particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the tax consequences of (a) the transactions described in this proxy statement/prospectus relating to equity compensation and benefit plans, and (b) the receipt of any pre-merger cash dividends from Citizens First.

Sources of Funds

        The cash portion of the aggregate merger consideration, including cash amounts required to settle fractional interests, is expected to be funded by a combination of (i) the proceeds from an anticipated issuance of up to $15 million of subordinated debentures by German American prior to closing, and (ii) other cash on hand at German American at the time of closing.

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THE MERGER AGREEMENT

        The following summary describes material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. You are urged to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

        The merger agreement summary below is included in this proxy statement/prospectus only to provide you with information regarding the terms and conditions of the merger agreement, and not to provide any other factual information regarding German American, Citizens First or their respective businesses. Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this document. See also "WHERE YOU CAN FIND MORE INFORMATION" on page 91.

        The representations, warranties and covenants contained in the merger agreement and described in this proxy statement/prospectus

        Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time. The representations and warranties contained in the merger agreement do not survive the effective time of the merger.

General

        The merger agreement provides for the merger of Citizens First with and into German American, with German American surviving the merger and continuing under the name "German American Bancorp, Inc." Immediately following the merger of Citizens First with German American, Citizens First Bank will merge with and into German American Bank (the bank subsidiary of German American), with German American Bank surviving the merger and continuing under the name "German American Bank."

Time of Completion

        Unless the parties agree otherwise and unless the merger agreement has otherwise been terminated, the closing of the merger will take place on the first day of the calendar quarter following (i) the shareholders of Citizens First having approved and adopted the merger agreement, (ii) the expiration of all waiting periods in connection with either the bank regulatory applications filed for approval of the merger or stock market requirements and (iii) the satisfaction of all other conditions to

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closing of the transaction described in the merger agreement (the "Closing Date") See "THE MERGER AGREEMENT—Conditions to Completion of the Merger" on page 65.

        We are working diligently to complete the merger quickly. We currently expect that the merger will be closed on July 1, 2019. However, because completion of the merger is subject to regulatory approvals and other conditions that have not yet been obtained and are beyond our control, we cannot guarantee the actual timing.

Consideration to be Received in the Merger

        If the merger is completed, the shares of Citizens First common stock that you own immediately before the completion of the merger will be converted into a right to receive shares of German American common stock and cash. At the effective time of the merger, each issued and outstanding share of Citizens First common stock (other than Dissenting Shares and shares of Citizens First common stock held by the CFB 401(k) Plan) will be converted into the right to receive (i) 0.6629 shares of German American common stock (and cash in lieu of any fractional share interests), plus (ii) a cash payment of $5.80 (subject to reduction as described below).

        The CFB 401(k) Plan, as a record holder of shares of Citizens First common stock immediately prior to the effective time of the merger, shall be entitled to receive from German American, for each share of Citizens First common stock then held of record by the CFB 401(k) Plan, a cash payment equal to (a) $5.80, plus (b) the product of the exchange ratio multiplied by the greater of (i) the average trading price of German American common stock during the 20 trading days ending on the trading day that is the second business day preceding the closing, and (ii) the closing trading price of the German American common stock on the trading day that is the first business day preceding the closing date of the merger, each as reported by Bloomberg, L.P. (or if not reported therein, in another authoritative source mutually selected by the parties). The cash payment per outstanding share held in the CFB 401(k) Plan is also subject to reduction as described below.

        Fractional shares of German American common stock will be paid for in cash equal to the product of the fractional share and the volume weighted average of the trading prices of German American common stock, rounded to the nearest cent, during the twenty trading days ended on the trading day that is the second business day preceding the closing date for the merger, as reported by Bloomberg L.P.

Calculation of Possible Reduction in Cash Payments

        The merger agreement provides that the cash merger consideration and the CFB 401(k) Plan cash payment are each subject to reduction in the event that Citizens First's "Effective Time Book Value" is less than its "Target Book Value." The dollar amount by which such Target Book Value is not satisfied is referred to in the merger agreement as the "Shortfall," which will be determined (if it exists) by the parties at the merger closing in accordance with the merger agreement as follows:

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        In the event of such a Shortfall, then the cash merger consideration and the CFB 401(k) Plan cash payment shall be reduced by a per share amount (rounded to the nearest whole cent) equal to the quotient obtained by dividing the dollar amount of the Shortfall by (x) the number of shares of Citizens First common stock outstanding that is eligible to receive the $5.80 per share cash payment, plus (y) the number of shares of Citizens First Common outstanding that is eligible to receive the CFB 401(k) Plan cash payment. Citizens First does not anticipate that any Shortfall adjustment to the cash consideration will be necessary.

Exchange of Certificates

        Computershare (German American's transfer agent and registrar) will act as the exchange agent and handle the exchange of Citizens First stock certificates for certificates representing German

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American's shares and any cash consideration that may be payable to Citizens First shareholders. Within five business days after the effective time of the merger, the exchange agent will send a letter of transmittal to each former Citizens First shareholder who holds one or more stock certificates. The letter of transmittal will contain instructions explaining the procedure for surrendering Citizens First stock certificates. You should NOT return stock certificates with the enclosed proxy card.

        Citizens First shareholders who surrender their stock certificates, together with a properly completed letter of transmittal, will receive certificates for the shares of German American's common stock into which their shares of Citizens First common stock were converted pursuant to the merger and a check for the amount of cash consideration (if any) to which such shareholder is entitled.

        With respect to holders of shares of Citizens First common stock held in book-entry form, the exchange agent will deliver (1) a statement detailing the holders' book-entry shares of German American common stock into which those shares of Citizens First common stock have been converted, and (2) payment for cash-in-lieu of a fractional share and the merger cash consideration, in a separate mailing, as promptly as reasonably practicable after the effective time of the merger, without the shareholder being required to deliver a Citizens First stock certificate or any letter of transmittal, "agent's message" or other documents to the exchange agent.

        After the merger, each certificate that previously represented shares of Citizens First common stock will only represent the right to receive:

        After the completion of the merger, Citizens First will not register any transfers of shares of Citizens First common stock.

Citizens First Restrictions

        Under the merger agreement, Citizens First has agreed to certain restrictions on its activities until the merger is completed or terminated. In general, Citizens First and its subsidiaries are required to conduct their respective businesses and to discharge or incur obligations and liabilities only in the ordinary course of business, as conducted prior to the execution of the merger agreement.

        The following is a summary of the more significant items which Citizens First and its subsidiaries cannot take without German American's prior consent, subject to the exceptions set forth in the merger agreement:

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        In addition, Citizens First agreed to notify German American in writing of the occurrence of any matter or event known to Citizens First that is, or is likely to have a "material adverse effect" on the business, operations, properties, assets or financial condition of Citizens First or any of its subsidiaries, as that term is defined in the merger agreement.

Citizens First Non-Solicitation and Non-Discussion Covenants

        Citizens First has agreed that, until the effective time of the merger or until the termination of the merger agreement, except with the written approval of German American, Citizens First will neither permit nor authorize its directors, officers, employees, agents or representatives (or those of its subsidiaries) to, directly or indirectly, initiate, solicit or encourage, or to the extent required under the fiduciary duties applicable to the Citizens First directors under Kentucky law (in which case German American's prior written approval shall not be required), provide information to, any corporation, association, partnership, person or other entity or group concerning any merger, consolidation, share exchange, combination, purchase or sale of substantial assets, sale of shares of common stock (or

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securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing the right to acquire, capital stock) or similar transaction relating to Citizens First or any of its subsidiaries or to which Citizens First or any of its subsidiaries or their respective shareholders or members may become a party (all such transactions are referred to in this proxy statement/prospectus as "acquisition transactions"). Citizens First also agreed to promptly communicate to German American the terms of any inquiry, proposal, indication of interest, or offer which Citizens First or any of its subsidiaries receives with respect to an acquisition transaction.

Citizens First Board Recommendation Requirements

        The merger agreement contains provisions that require Citizens First's board of directors to submit the merger agreement for consideration by Citizens First's shareholders at the special meeting. Unless precluded by applicable fiduciary duties (and except with respect to any director acting individually in the capacity as a trustee of the CFB 401(k) Plan), the board of directors, acting unanimously, must recommend that Citizens First's shareholders approve the merger agreement and the plan of merger.

German American Covenants

        German American has agreed to use its best efforts to perform and fulfill all conditions and obligations to be performed or fulfilled under the merger agreement and to effect the merger in accordance with the terms and conditions set forth in the merger agreement. German American has also agreed to file or cooperate with Citizens First in filing all regulatory applications required in order to consummate the merger, and the merger of Citizens First Bank into German American Bank, including all necessary applications for the prior approvals (if not waived) of the Federal Reserve Board under the Bank Holding Company Act, the Indiana Department of Financial Institutions, the Kentucky Department of Financial Institutions and the Federal Deposit Insurance Corporation. German American has agreed to keep Citizens First reasonably informed as to the status of such applications and promptly send or deliver complete copies of such applications, and of any supplementally filed materials, to counsel for Citizens First.

        The merger agreement also contains certain covenants relating to employee benefits, employee benefit plans, and other matters pertaining to officers and directors (see "THE MERGER AGREEMENT—Employee Benefit Matters" and "THE MERGER—Interests of Citizens First's Directors and Executive Officers in the Merger").

Representations and Warranties

        Citizens First and German American.    The merger agreement contains representations and warranties made by Citizens First and German American. These include, among other things, representations relating to:

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        German American.    German American represents and warrants to Citizens First in the merger agreement regarding, among other things:

        Citizens First.    Citizens First makes additional representations and warranties to German American in the merger agreement relating to, among other things:

Conditions to Completion of the Merger

        Closing Conditions for the Benefit of German American.    German American's obligations are subject to fulfillment of the following conditions (unless such conditions may by law be waived and German American elects to waive them):

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        Closing Conditions for the Benefit of Citizens First.    Citizens First's obligations are subject to fulfillment of the following conditions (unless such conditions may by law be waived and Citizens First elects to waive them):

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Termination

        The merger agreement may be terminated by mutual consent of German American and Citizens First at any time prior to the filing of articles of merger with respect to the merger with the Indiana Secretary of State and the Kentucky Secretary of State. Additionally, subject to conditions and circumstances described in the merger agreement, either German American or Citizens First may terminate the merger agreement if any of the following occur:

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        German American may also terminate the merger agreement if any of the following occur:

Termination Fee

        German American may demand a $2,500,000 termination fee from Citizens First, if the merger agreement is terminated by German American:

Amendment and Waiver

        Amendment.    The merger agreement may only be amended or modified by a written agreement among the parties.

        Waiver.    At any time prior to the effective time of the merger, certain conditions of the merger may be waived by German American or Citizens First. Any agreement on the part of a party to the merger agreement to any extension or waiver will be valid only if set forth in a written instrument signed on behalf of that party. The failure of any party to the merger agreement to assert any of its rights under the merger agreement or otherwise will not constitute a waiver of those rights.

Management and Operations After the Mergers

        After the merger and the follow-up merger of Citizens First Bank with and into German American Bank, German American will appoint one person who is currently a member of the Citizens First board of directors (chosen by German American in accordance with German American's policies and requirements after consultation with Citizens First) to the German American board of directors following the Closing Date. The appointment will be made no later than 60 days after the Closing Date. The person appointed will then be nominated for election to serve for a term of three years at the first annual meeting of the shareholders of German American for which nominations remain open following the person's appointment. As of the date of this proxy statement/prospectus, it has not yet been determined which Citizens First director will be appointed to the German American board of

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directors. The board of directors of German American and of its banking subsidiary will otherwise be the same as the boards of directors of such companies immediately prior to the effective time of the merger. Information about the current German American directors and executive officers can be found in German American's Annual Report on Form 10-K for its year ended December 31, 2018, which is incorporated by reference into, and forms part of, this proxy statement/prospectus.

        In addition, no later than 60 days after the Closing Date, German American will appoint all of Citizens First's current independent directors, other than the director to be appointed to German American's board, to a newly created Regional Advisory Board of German American.

Employee Benefit Matters

        German American and its subsidiaries, as applicable, will provide compensation and benefits to the officers and employees of Citizens First and any of its subsidiaries who continue as employees of German American or any of its subsidiaries after the effective time of the merger ("Continuing Employees") that are generally comparable to those provided to similarly situated employees of German American and its subsidiaries. Continuing Employees will receive credit for prior service with Citizens First or Citizens First Bank (as applicable) for purposes of eligibility and vesting under any employee benefit plans maintained by German American at the time of the merger and made available to the Continuing Employees, who will generally receive credit for accrued but unused vacation and sick time earned prior to the effective time of the merger up to 200 hours per employee.

        All fully insured Citizens First welfare benefit plans currently sponsored by Citizens First shall continue as separate plans after the effective time of the merger, until such time as German American determines, in its sole discretion, that it will terminate any or all of such plans.

        If directed by German American no later than sixty (60) days before the Closing Date, Citizens First shall (a) cause the board of directors of Citizens First to adopt resolutions and an amendment to the CFB 401(k) Plan providing for its termination on a date that is no later than the day before the Closing Date, and (b) file an application with the Internal Revenue Service on a date that is no later than the Closing Date that requests a favorable determination letter on the CFB 401(k) Plan relating to its termination. In the event that German American requests that the CFB 401(k) Plan be terminated, the Continuing Employees shall be eligible to participate, effective as of the effective time of the merger, in a 401(k) plan sponsored or maintained by German American or one of its subsidiaries.

Dissenters' Rights of Appraisal

        The following summarizes the provisions of Kentucky law relating to the dissenters' rights of shareholders. The provisions of Sections 271B.13-010 through 271B.13-310 of the Kentucky Business Corporation Act ("KBCA"), which control your right to dissent from the merger, are attached in full as Annex C to this proxy statement. We urge you to read Annex C in its entirety.

        Any shareholder of record of Citizens First who objects to the merger and who fully complies with Sections 271B.13-010 through 271B.13-310 of the KBCA will be entitled to demand and receive payment, if the merger is consummated, in cash of an amount equal to the fair value of all, but not less than all, of his or her Citizens First common shares. A shareholder of record may, however, assert dissenters' rights as to fewer than all of the shares registered in his or her name if he or she dissents with respect to all shares beneficially owned by any one beneficial owner and notifies Citizens First in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights.

        For the purpose of determining the amount to be received in connection with the exercise of statutory dissenters' rights, the fair value of a dissenting shareholder's Citizens First common shares

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equals the value of the shares immediately before the effective date of the merger, excluding any appreciation or depreciation in anticipation of the merger, unless exclusion would be inequitable.

        Any Citizens First shareholder desiring to dissent from the merger and receive payment of the fair value of his or her Citizens First common shares must:

        Only a record shareholder may assert dissenters' rights, except that a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder (as in the case of shares held in a brokerage account) may assert dissenters' rights on his or her own behalf if: (i) the record shareholder's written consent to the dissent is submitted to Citizens First not later than the time the beneficial shareholder asserts dissenters' rights; and (ii) the beneficial owner asserts dissenters' rights with respect to all shares of which he or she is the beneficial owner or over which he or she has the power to direct the vote.

        All written communications from shareholders with respect to the exercise of dissenters' rights should be mailed before the merger is completed to Citizens First Corporation, 1065 Ashley Street, Bowling Green, Kentucky 42103, Attention: Secretary, and after the merger is completed to German American Bancorp., Inc., 711 Main Street, Jasper, Indiana 47546-0810, Attention: Corporate Secretary. Voting against, abstaining from voting or failing to vote on the proposal to approve the merger agreement is not enough to satisfy the requirements of the KBCA. You must also comply with all of the conditions relating to the separate written notice of intent to dissent from the merger, the separate written demand for payment of the fair value of Citizens First common shares and the deposit of the stock certificates.

        The dissenters' notice sent to dissenting shareholders will:

        Following the later to occur of the date on which the merger is completed or the date on which German American receives a payment demand from a dissenting shareholder who has complied with

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the statutory requirements, German American will pay the dissenter the estimated fair value of his or her shares, plus accrued interest. German American's payment will be accompanied by:

        After the merger, German American may, under Section 271B.13-270, elect to withhold payment from a dissenter who became the beneficial owner of the shares on or after the date of the first public announcement of the terms of the merger. If German American makes such an election, it must estimate the fair value of the shares, plus accrued interest, and send an offer to the dissenter that includes the estimate of the fair value, an explanation of how the interest was calculated, and a statement of the dissenters' right to demand payment of a different amount under Section 271B.13-280. German American must pay the offer amount to each such dissenting shareholder who agrees to accept it in full satisfaction of his or her demand.

        If German American fails to pay (except as provided in Section 271B.13-270) the estimated fair value of shares with respect to which a dissenter has complied with the dissenting shareholder requirements within 60 days of the date for demanding payment set forth in the dissenters' notice, such dissenting shareholder may notify German American in writing of his or her own estimate of the fair value of his or her shares and the amount of interest due, and demand payment of his or her estimate.

        If the dissenting shareholder believes the amount German American paid or offered is less than the fair value of the shares or that the interest due is incorrectly calculated, within 30 days after German American makes or offers payment for the shares of a dissenting shareholder, the dissenting shareholder must demand payment of his or her own estimate of the fair value of the shares and interest due. A dissenter waives the right to demand payment unless he or she notifies German American of his or her demand in writing within 30 days after German American made or offered payment for his or her shares. If the demand for payment of the different amount under Section 271B.13-280 remains unsettled, then German American, within 60 days after receiving the payment demand of a different amount from the dissenting shareholder, must file an action in the Jefferson County, Kentucky circuit court requesting that the fair value of the dissenting shareholder's shares be determined. German American must make all dissenting shareholders whose demands remain unsettled parties to the proceeding. If German American does not begin the proceeding within the 60-day period, it must pay the amount demanded by each dissenting shareholder whose demand remains unsettled.

        Citizens First shareholders should note that cash paid to dissenting shareholders in satisfaction of the fair value of their shares will be recognized as gain or loss for federal income tax purposes. See "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER" beginning on page 86.

        Failure by a Citizens First shareholder to follow each of the steps required by the KBCA for perfecting dissenters' rights may result in the loss of those rights. In view of the complexity of these provisions and the requirement that they be strictly followed, if you are considering dissenting from the approval and adoption of the merger agreement and exercising your dissenters' rights under the KBCA, you should consult your legal advisor.

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        Pursuant to the merger agreement, German American has the right to terminate the merger agreement if dissenting shares represent more than twenty percent (20%) of the outstanding shares of Citizens First common stock.

Expenses

        All expenses incurred in connection with the merger agreement, except for the costs of certain environmental investigations, will be paid by the party incurring the expenses, except that Citizens First may be required to pay a termination fee of $2,500,000 to German American if the merger is terminated prior to the closing date under certain circumstances described under "THE MERGER AGREEMENT—Termination Fee" above.

Voting Agreement with Citizens First Directors

        Each member of the board of directors of Citizens First has entered into a voting agreement with German American to cause all Citizens First common stock he or she owns of record or beneficially to be voted in favor of the merger agreement proposal. As of the record date, the members of the Citizens First board of directors and their affiliates had the power to vote an aggregate of 210,938 shares of Citizens First common stock, representing approximately 8.3% of the outstanding shares on that date.

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PROPOSAL 2—NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER
MERGER-RELATED COMPENSATION ARRANGEMENTS

        Pursuant to the Dodd-Frank Act and Rule 14a-21(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Citizens First is required to submit a proposal to its shareholders for a non-binding advisory vote to approve the payment of certain compensation to the named executive officers of Citizens First (as determined pursuant to Item 401(m)(2) of Regulation S-K) that is based on or otherwise relates to the merger. This proposal, commonly known as "say-on-golden parachute," gives Citizens First shareholders the opportunity to express their views on the compensation that certain of Citizens First's named executive officers may be entitled to receive that is based on or otherwise relates to the merger.

        The named executive officers of Citizens First named below are entitled to receive certain compensation that is based on or that otherwise relates to the merger. This compensation, collectively referred to as "golden parachute" compensation, is described in narrative form in the section entitled "THE MERGER—Interests of Citizens First's Directors and Executive Officers in the Merger" beginning on page 54. The descriptions and quantifications of the payments in the table below are intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation and benefits that each of Citizens First's named executive officers (as determined pursuant to Item 401(m)(2) of Regulation S-K) will or may receive in connection with the merger. Citizens First's only named executive officers for purposes of this proposal are M. Todd Kanipe, Steve Marcum and Marc Lively.

        Therefore, Citizens First is requesting the approval of Citizens First's shareholders, on a non-binding advisory basis, of the compensation of the named executive officers of Citizens First based on or related to the merger and the agreements and understandings concerning such compensation. As required by Rule 14a-21(c) of the Exchange Act, Citizens First is asking its shareholders to adopt the following resolution:

        Because the proposal is advisory in nature only, a vote for or against approval will not be binding on either Citizens First or German American regardless of whether the merger is approved. Accordingly, as the compensation to be paid to the named executive officers of Citizens First based on or related to the merger is contractual with the executives, regardless of the outcome of this vote, such compensation will be payable, subject only to the conditions applicable thereto, if the merger is completed. This proposal includes compensation that would be paid or provided by Citizens First if paid or provided prior to or upon the closing of the merger. If the merger is not completed, Citizens First's board of directors will consider the results of the vote in making future executive compensation decisions.

        The following table sets forth the aggregate dollar value of the various elements of compensation that each named executive officer of Citizens First would receive that is based on or otherwise relates to the merger. The amounts set forth below do not include amounts payable by German American to Messrs. Kanipe, Marcum and Lively pursuant to terms of employment agreements with German American that become effective at the effective time of the merger, which agreements will supersede the existing employment agreements between the executives and Citizens First.

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Golden Parachute Compensation

Name and Principal Position
  Cash
($)(1)
  Equity
($)(2)
  Total
($)
 

M. Todd Kanipe, President and CEO of Citizens First

  $ 749,389   $ 84,542   $ 833,931  

Steve Marcum, Executive Vice President and CFO of Citizens First

    583,623     52,772     636,395  

Marc Lively, Executive Vice President and Chief Credit Officer of Citizens First

    550,920     49,421     600,341  

(1)
Represents the cash payment due under a Success Bonus Agreement between each named executive officer and Citizens First in consideration for the efforts necessary to effectuate the closing of the merger. Such amounts are payable at closing, subject to the executive remaining employed by Citizens First through that date and releasing Citizens First of all claims against it.

(2)
As a result of the merger, the applicable periods of restriction for outstanding performance unit awards under the Citizens First Corporation 2015 Incentive Plan will be deemed to have lapsed. Under the terms of the merger agreement, in lieu of distributing shares of Citizens First common stock to the named executive officers to settle the awards, Citizens First shall pay to such officers, immediately prior to the closing of the merger, the cash equivalent of such shares. This column reflects such cash equivalent amounts, assuming that the merger is effective as of July 1, 2019 and the share price for Citizens First common stock is $25.58 (which, for purposes of these estimates, was based on the average closing market price of Citizens First's common stock over the first five business days following the public announcement of the merger). The payment of such amounts is subject to the executive remaining employed by Citizens First through the payment date.

        For the non-binding advisory resolution relating to the merger-related compensation arrangements to be approved, more votes must be cast by Citizens First's shareholders in favor of the proposal than are cast against it. Abstentions and broker non-votes will not be included in the vote count and will have no effect on the outcome of the proposal.

        Citizens First's board of directors unanimously recommends that shareholders vote "FOR" the approval of the non-binding advisory resolution approving the merger-related compensation of Citizens First's named executive officers, and the agreements or understandings concerning such compensation.


PROPOSAL 3—ADJOURNMENT OF THE SPECIAL MEETING

        In addition to the proposal to approve the merger agreement and the proposal on merger-related compensation, the shareholders of Citizens First are also being asked to approve a proposal to adjourn or postpone the special meeting to permit further solicitation of proxies if an insufficient number of shares is present in person or by proxy to approve the merger agreement.

        It is rare for a company to achieve 100% (or even 90%) shareholder participation at an annual or special meeting of shareholders, and only a majority of the holders of the outstanding shares of Citizens First common stock is required to be represented at the special meeting, in person or by proxy, for a quorum to be present. If shareholder participation at the special meeting is lower than expected, Citizens First would like the flexibility to postpone or adjourn the meeting in order to attempt to secure broader shareholder participation. If Citizens First desires to adjourn the special meeting, Citizens First will request a motion that the special meeting be adjourned, and delay the vote on the merger agreement proposal described herein until the special meeting is reconvened. If Citizens

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First adjourns the special meeting for 30 days or less, Citizens First will not set a new record date and will announce prior to adjournment the date, time, and location at which the special meeting will be reconvened. No other notice will be provided. Unless revoked prior to its use, any proxy solicited for the special meeting will continue to be valid for any adjourned or postponed special meeting, and will be voted in accordance with the shareholder's instructions and, if no contrary instructions are given, for the merger agreement proposal.

        Any adjournment will permit Citizens First to solicit additional proxies and will permit a greater expression of the views of Citizens First's shareholders with respect to the merger. Such an adjournment would be disadvantageous to shareholders who are against the proposal to approve the merger agreement because an adjournment will give Citizens First additional time to solicit favorable votes and increase the chances of approving those proposals. Citizens First has no reason to believe that an adjournment of the special meeting will be necessary at this time.

        Citizens First's board of directors recommends that shareholders vote "FOR" the proposal to adjourn or postpone the special meeting, if necessary.

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DESCRIPTION OF GERMAN AMERICAN

        The following information should be read with the financial statements incorporated by reference into this proxy statement/prospectus.

Business

        German American Bancorp, Inc. is a NASDAQ-traded (symbol: GABC) bank holding company based in Jasper, Indiana. German American was incorporated under Indiana law in 1982. It is registered as a bank holding company with the Board of Governors of the Federal Reserve System ("FRB") under the Bank Holding Company Act of 1956, as amended (the "BHC Act").

        German American's primary activity consists of owning and supervising German American Bank, which is a commercial bank organized under Indiana law, and that bank's subsidiaries. German American's bank subsidiary was chartered in 2006 as a result of a consolidation of six affiliated Indiana state banks that were then separately incorporated and owned by German American. The bank subsidiary traces its roots to The German American Bank, which was (until the 2006 consolidation transaction) a state-chartered bank that was incorporated in 1910 and headquartered in Jasper, Indiana.

        German American, through its banking subsidiary, operates 65 banking offices in 20 contiguous southern Indiana counties and four Kentucky counties. German American also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.).

        Throughout this proxy statement/prospectus, when we use the term "German American," we will usually be referring to the business and affairs (financial and otherwise) of German American Bancorp, Inc., and its consolidated subsidiaries as a whole. Occasionally, we will use the terms "parent company" or "holding company" in reference to German American when we mean to refer only to German American Bancorp, Inc., or to the term "bank subsidiary" when we mean to refer only to German American's bank subsidiary.

        German American's lines of business include retail and commercial banking, comprehensive financial planning, full service brokerage and trust administration, and a full range of personal and corporate insurance products. Financial and other information by segment is included in Note 16 (Segment Information) of the Notes to the Consolidated Financial Statements included in Item 8 of German American's Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference into, and forms part of, this proxy statement/prospectus. As of December 31, 2018, German American had total assets of approximately $3.9 billion, total loans of approximately $2.7 billion, total deposits of approximately $3.1 billion, and total shareholders' equity of $458.6 million.

        German American's principal executive offices are located at 711 Main Street, Jasper, Indiana 47546-0810, and its telephone number at that address is (812) 482-1314.

Incorporation of Certain Information Regarding German American by Reference

        The foregoing information concerning German American does not purport to be complete. Certain additional information relating to German American's business, management, executive officer and director compensation, voting securities and certain relationships is incorporated by reference in this document from other documents filed by German American with the SEC and listed under "WHERE YOU CAN FIND MORE INFORMATION" on page 91. If you desire copies of any of these documents, you may contact German American at its address or telephone number indicated under "WHERE YOU CAN FIND MORE INFORMATION" on page 91.

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DESCRIPTION OF CITIZENS FIRST

        The following information should be read with the financial statements incorporated by reference into this proxy statement/prospectus.

Business

        Citizens First is a Kentucky corporation organized in 1975 for the purpose of conducting business as an investment club. Citizens First is headquartered in Bowling Green, Kentucky. In late 1998 and early 1999, Citizens First received regulatory approval to serve as the bank holding company for Citizens First Bank, a Kentucky state chartered bank that commenced operations on February 19, 1999. Citizens First Bank currently conducts community banking operations from nine (9) branch locations in the Kentucky counties of Barren, Hart, Simpson and Warren.

        Citizens First Bank is primarily engaged in the business of accepting demand, savings and time deposits insured by the FDIC and providing commercial, consumer and mortgage loans to the general public. Citizens First Bank primarily markets its products and services to small and medium-sized businesses and to retail consumers. Citizens First's strategy is to provide outstanding service through its employees, who are relationship-oriented and committed to customer service.

        As of December 31, 2018, Citizens First had total assets of $476.0 million, total loans of $371.5 million, deposits of $388.6 million and stockholders' equity of $50.0 million.

        The common stock of Citizens First is traded on the NASDAQ Global Market under the symbol "CZFC".

        Citizens First's principal office is located at 1065 Ashley Street, Bowling Green, Kentucky 42103 and its telephone number at that location is (270) 393-0700.

Incorporation of Certain Information Regarding Citizens First by Reference

        The foregoing information concerning Citizens First does not purport to be complete. Certain additional information relating to Citizens First's business, management, executive officer and director compensation, voting securities and certain relationships is incorporated by reference in this document from other documents filed by Citizens First with the SEC and listed under "WHERE YOU CAN FIND MORE INFORMATION" on page 91. If you desire copies of any of these documents, you may contact Citizens First at its address or telephone number indicated under "WHERE YOU CAN FIND MORE INFORMATION" on page 91.

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COMPARISON OF RIGHTS OF CITIZENS FIRST SHAREHOLDERS
AND GERMAN AMERICAN SHAREHOLDERS

        At present, the rights of shareholders of Citizens First, a Kentucky corporation, are governed by Citizens First's articles of incorporation and bylaws as well as the applicable laws of the Commonwealth of Kentucky, including the Kentucky Business Corporation Act ("KBCA"). Upon completion of the merger, the rights of Citizens First shareholders who receive shares of German American common stock in exchange for their shares of Citizens First common stock and become shareholders of German American will be governed by the articles of incorporation and bylaws of German American, and the laws of the State of Indiana, including the Indiana Business Corporation Law ("IBCL").

        The following discussion summarizes material differences between the rights of Citizens First's shareholders and German American's shareholders and is not a complete description of all differences. Because this is a summary, it does not contain all of the information that is important to you and is qualified in its entirety by reference to the IBCL, the KBCA, German American's articles of incorporation and bylaws, and Citizens First's articles of incorporation and bylaws.

Authorized Capital Stock

        German American.    German American is currently authorized to issue up to 45,000,000 common shares, no par value, of which 24,967,458 shares were outstanding as of March 11, 2019. German American is also authorized to issue up to 750,000 preferred shares, no par value. As of the date of this proxy statement/prospectus, there are no preferred shares outstanding. If any new series of preferred shares is issued, German American's board of directors may fix the designation, relative rights, preferences and limitations, and any other powers, preferences and relative, participating, optional and special rights, and any qualifications, limitations and restrictions, of the shares of that series of preferred shares.

        Citizens First.    Citizens First is currently authorized to issue (a) up to 5,000,000 shares of common stock without par value, of which 2,547,042 shares were outstanding as of May 1, 2019, and (b) up to 500 shares of preferred stock, without par value, none of which was outstanding as of May 1, 2019.

Advance Notice Requirements for Presentation of Business and Nominations of Directors at Annual Meetings of Shareholders

        German American.    German American's board of directors has adopted a charter for the governance/nominating committee of the board, which directs the committee to evaluate candidates for nomination by the board for election to the board, and specifies that the board will consider for nomination for election to the board only those candidates who are recommended for nomination by the governance/nominating committee. In evaluating candidates for membership on the board, the governance/nominating committee will consider favorably those candidates who, in the governance/nominating committee's judgment, (a) possess demonstrated business and financial judgment, strategic thinking, general management experience or perspective, leadership, experience in industry with comparable complexities, general knowledge of financial services industry, and familiarity with local, state, regional and national issues affecting business; (b) have a background that serves the board's interest in a membership comprised of individuals with varied occupational experience and perspective; (c) have sufficient time to devote to German American's business; (d) possess the highest moral and ethical character and agree to uphold and assure compliance of German American's Code of Business Conduct; (e) have a history of community involvement and civic-mindedness; (f) are not engaged (directly or indirectly) in any activity adverse to, and do not serve on the board of directors of (or have any material ownership interest in), any other company whose interests are adverse to, or in conflict with, German American's interests; and (g) possess the ability to oversee, as a director, the business and affairs of German American for the benefit of all constituencies of German American.

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        Subject to certain qualifications, in connection with each annual meeting of shareholders, the governance/nominating committee will consider candidates that have been recommended by shareholders for nomination at the annual meeting, if the recommendations are submitted by letter addressed to the attention of the Chairman of the governance/nominating committee in care of German American's Secretary, mailed by registered or certified mail (return receipt requested), and received by the Secretary at German American's principal executive offices on or before December 1st of the year preceding the annual meeting for which the recommendation is made. In addition to considering candidates who are recommended by shareholders, the governance/nominating committee will meet from time to time with members of the board, including the chief executive officer and other officers who may be members of the board, and with other executive officers of German American with a view to identifying persons who may be qualified to serve on the board.

        The IBCL and the bylaws of German American provide that notice of a special meeting of shareholders must include a description of the purpose or purposes for which the meeting is called. Under the IBCL, only business within the purpose or purposes described in a special meeting notice may be conducted at a special meeting of shareholders.

        Citizens First.    Citizens First's board of directors has adopted a charter for the governance committee of the board, which directs the committee to evaluate candidates for nomination by the board for election to the board, and specifies that the board will consider for nomination for election to the board only those candidates who are recommended for nomination by the governance/nominating committee. Citizens First's governance committee seeks to identify potential candidates for membership on the board of directors through existing members of the board, senior management and other members of the communities served by Citizens First. The governance committee will also consider nominees proposed by the company's shareholders in accordance with the provisions contained in Citizens First's bylaws. Under the bylaws, any shareholder may nominate a person for election to Citizens First's board at the annual meeting of shareholders, provided that the nomination is received not less than 60 days prior to the date of the annual meeting of shareholders. Each nomination submitted in this manner must include the name and address of the nominee(s) and his or her age, business and residence addresses, principal occupation, number of shares of our common stock beneficially owned, and such other information as would be required to be included in a proxy statement soliciting proxies for the election of such proposed nominee. In addition, the nominating shareholder must provide his or her name and address and the number of shares of our common stock beneficially owned by the shareholder. Citizens First's board evaluates and will consider nominees recommended by shareholders on the same basis as nominees recommended by any other source.

        The KBCA and the bylaws of Citizens First provide that notice of a special meeting of shareholders must include a description of the purpose or purposes for which the meeting is called. Under the KBCA, only business within the purpose or purposes described in a special meeting notice may be conducted at a special meeting of shareholders.

Number of Members of Board of Directors

        German American.    German American's bylaws state that the number of directors will be at least nine and no more than fourteen, as fixed by resolution of the board of directors from time to time. Each director holds office for the term for which he or she was elected and until his or her successor shall be elected and qualified, whichever period is longer, or until his or her death or until he or she resigns or has been removed. The number of directors currently designated by German American is ten. The bylaws of German American divide the board of directors of German American into three equal (or as nearly equal as possible) classes of directors serving staggered three-year terms. As a result, approximately one-third of the board is elected each year. Any vacancy is filled by a majority vote of the remaining directors of such board.

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        Citizens First.    Citizens First's articles of incorporation and bylaws state that the number of directors will be at least seven and no more than eighteen, as fixed by resolution of the board of directors from time to time. Each director holds office until the election and qualification of his or her respective successor in office, or until his or her death, resignation or removal. The number of directors currently designated by Citizens First is eleven.

Amendment of Articles of Incorporation and Bylaws

        German American.    Indiana law generally requires shareholder approval by a majority of a quorum present at a shareholders' meeting (and, in certain cases, a majority of all shares held by any voting group entitled to vote) for amendments to a corporation's articles of incorporation. German American's articles of incorporation require a super-majority shareholder vote of 80% of its outstanding shares of common stock for the amendment of certain significant provisions.

        German American's articles of incorporation and bylaws provide that the bylaws may be amended only by the majority vote of the board of directors then in office.

        Citizens First.    Under the KBCA, certain amendments to a corporation's articles of incorporation require shareholder approval. A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation to the shareholders. Unless the board of directors determines it should make no recommendation, the board of directors must recommend the amendment to the shareholders. Unless the KBCA, the articles of incorporation, or the board of director requires a greater vote, the amendment will be approved if the votes cast favoring the amendment exceeds the votes cast opposing the amendment within each voting group entitled to vote; provided, however, if the amendment would entitle the shareholders within the voting group to dissenters' rights, the amendment must be approved by a majority of the votes entitled to be cast on the amendment within the voting group. The Citizens First articles of incorporation do not require a greater vote than what is required under the KBCA.

        The Citizens First bylaws can be amended or repealed by the board of directors (except where the KBCA reserve this power exclusively to the shareholders) or shareholders of Citizens First.

Transactions with Interested Security Holders

        German American.    Under the business combinations provision of the IBCL, any shareholder who acquires a 10%-or-greater ownership position in an Indiana corporation with a class of voting shares registered under Section 12 of the Exchange Act (and that has not opted-out of this provision) is prohibited for a period of 5 years from completing a business combination (generally a merger, significant asset sale or disposition or significant issuance of additional shares) with the corporation unless, prior to the acquisition of such 10% interest, the board of directors of the corporation approved either the acquisition of such interest or the proposed business combination. If such board approval is not obtained, then 5 years after a 10% shareholder has become such, a business combination with the 10% shareholder is permitted if all provisions of the articles of incorporation of the corporation are complied with and either a majority of disinterested shareholders approve the transaction or all shareholders receive a price per share determined in accordance with the fair price criteria of the business combinations provision of the IBCL. German American's bylaws provide that this "business combinations" provision of Indiana law does not apply to it.

        The articles of incorporation of German American include a provision imposing certain supermajority vote requirements on any "business combination" with a "related person" unless the combination has been approved by the vote of two-thirds of certain members of the board of directors of German American who are not associated with the related person ("independent director approval") or the combination is solely between German American and another corporation 100% of the common stock (or other voting capital securities) of which is owned directly or indirectly by German American

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(a "subsidiary combination"). This provision defines "business combination" very broadly to include, subject to certain conditions, (i) any merger or consolidation of German American or any of its subsidiaries into or with a related person, its affiliates or associates; (ii) any sale, exchange, lease, transfer or other disposition by German American or any of its subsidiaries of all or any substantial part of its or their assets or businesses to or with a related person, its affiliates or associates; (iii) the purchase, exchange, lease or acquisition by German American or any of its subsidiaries of all or any substantial part of the assets or businesses of a related person, its affiliates or associates; (iv) any reclassification of securities, recapitalization or other transaction that has the effect of increasing the proportionate amount of German American's or a subsidiary's common stock (or other voting capital securities) beneficially owned by a related person or any partial or complete liquidation, spinoff or split-up of German American or any of its subsidiaries (unless approved by a majority of continuing directors); and (v) the acquisition by a related person of beneficial ownership upon issuance of common stock (or other voting capital shares) of German American or any of its subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such shares. "Related person" is also defined broadly to mean any person (which includes any individual, corporation or entity other than German American or its subsidiaries) who (i) is the beneficial owner, directly or indirectly, of 10% or more of the outstanding shares of German American common stock (or other voting capital securities) (a "10% shareholder"); (ii) any person who within the preceding two-year period has been a 10% shareholder and who directly or indirectly controls, is controlled by, or is under common control with German American; or (iii) any person who has received, other than pursuant to or in a series of transactions involving a public offering within the meaning of the Securities Act, German American common stock (or other voting capital securities) that has been owned by a related person within the preceding two-year period.

        In the absence of independent director approval of a combination or a combination being a subsidiary combination, a business combination with a related person would require (a) the approval of 80% of the outstanding voting stock plus (b) the approval of a majority of the outstanding shares that are not controlled by the related person. The first requirement of the preceding sentence (but not the latter requirement) is modified from an 80% to a two-thirds approval requirement for certain combinations in which (i) the consideration received meets certain fair market value standards, (ii) certain requirements are met with respect to the form and kind of consideration received, (iii) the related person meets certain requirements during the period after such related person became a related person and prior to the consummation of the combination, and (iv) a proxy statement meeting certain requirements shall have been mailed to all holders of common stock (or other voting capital securities) for the purpose of soliciting shareholder approval of the combination.

        German American's articles of incorporation also include provisions requiring the board of directors to consider, in addition to the adequacy of the consideration to be paid in connection with a business combination and tender or exchange offer, and such other factors that it deems relevant: (i) the social and economic effects of the transaction on German American and its subsidiaries, depositors, loan and other customers, creditors and other elements of the communities in which German American and its subsidiaries operate or are located; (ii) the business and financial condition and earnings prospects of the acquiring person or persons, including, but not limited to, debt service and other existing or likely financial obligations of the acquiring person or persons and their affiliates and associates, and the possible effect of such conditions upon German American and its subsidiaries and the other elements of the communities in which German American and its subsidiaries operate or are located; and (iii) the competence, experience, and integrity of the acquiring person or persons and its or their management and affiliates and associates. This provision requires an 80% affirmative vote of the issued and outstanding shares of German American common stock entitled to vote thereon in order to be amended or repealed and, if such amendment or repeal is proposed by or on behalf of a related person, by an independent majority of shareholders.

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        Citizens First.    Sections 271B.12-200 through 271B.12-230 of the KBCA prohibit a Kentucky corporation from engaging in a business combination with a 10% or greater shareholder or its affiliate or associate for five years following the acquisition of such 10% or greater stake, unless the board, by a majority vote of the continuing directors, approves the combination prior to the 10% or greater acquisition. If not previously approved by the board, the 10% or greater shareholder or its affiliate or associate may effect a business combination only after the expiration of a five-year period and then only with the approval of 80% of the outstanding shares and two-thirds of the outstanding shares not owned by the 10% or greater shareholder, or if the aggregate amount of the offer meets certain fair price requirements. The Kentucky Business Combination Act does not apply to bank holding companies or to a corporation with fewer than 500 beneficial owners of its stock unless the corporation amends its articles of incorporation to provide that the corporation will be subject to the requirements of the Kentucky Business Combination Act. Citizens First has not amended the Citizens First articles of incorporation to make an election to be governed by the Kentucky Business Combination Act.

Control Share Acquisition

        German American.    The IBCL includes a "control share acquisition" provision that, although different in structure from the business combinations provision, may have a similar effect of discouraging or making more difficult a hostile takeover of an Indiana corporation. This provision also may have the effect of discouraging premium bids for outstanding shares. Under the control share acquisition provision, unless otherwise provided in the corporation's articles of incorporation or bylaws, if a shareholder acquires shares of the corporation's voting stock (referred to as control shares) within one of several specified ranges (one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more), approval by shareholders of the control share acquisition must be obtained before the acquiring shareholder may vote the control shares. If such approval is not obtained, the shares held by the acquiror may be redeemed by the corporation at the fair value of the shares as determined by the control share acquisition provision. The control share acquisition provision generally does not apply to a merger or share exchange. German American is subject to the control share acquisition provision. Further, in certain cases, the bylaws provide German American with certain redemption rights applicable to control shares.

        Citizens First.    The KBCA does not provide for, and Citizens First is not otherwise subject to, any approval requirements relating to control share acquisitions.

Shareholder Rights Plan

        Neither German American nor Citizens First have adopted a plan, commonly known as a "shareholder rights plan," that is currently in effect.

Annual Meeting of Shareholders

        German American.    The annual meeting of shareholders of German American is held at such time, place and date as the board of directors designates.

        Citizens First.    The annual meeting of shareholders of Citizens First is held at the principal office of Citizens First on the third Wednesday in May, annually, or at such other time, place and date as the board of directors designates.

Special Meetings of Shareholders

        German American.    German American's bylaws state that special meetings may be called by the board of directors or the chairman of the board, and shall be called by the board upon delivery to German American's secretary of a signed and dated written demand for a special meeting from the

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holders of at least 25% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting.

        Citizens First.    Citizens First's bylaws state that a special meeting may be called by a majority of the directors or by the holders of at least 33-1/3% of votes entitled to be cast on any proposed issue to be considered at such special meeting.

Notice of Shareholder Meetings

        German American.    German American must provide notice to shareholders of each annual and special meeting of shareholders no less than 10 nor more than 60 days before the date of the meeting. In the event of a special meeting of shareholders called as the result of a demand made by shareholders, notice must be given no later than the sixtieth day after German American's receipt of the demand requiring the meeting to be called.

        Citizens First.    Citizens First must provide written notice to shareholders of each annual and special meeting no less than 10 and no more than 60 days before the date of the meeting.

Indemnification

        German American.    Subject to certain conditions and standards of conduct, German American has agreed by its bylaws to indemnify each director, officer, employee or agent of German American and any person serving at the request of German American as a director, divisional director, officer, employee, agent, or fiduciary of another organization or entity against expenses, judgments, taxes, fines and amounts paid in settlement, whether incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding to which he or she is, or is threatened to be made, a party by reason that he or she is or was a director, officer, employee or agent of German American (or serving at the request of German American as described above), or by reason of any action taken or not taken by him or her in his or her capacity as a director, officer, employee or agent of German American (or in his or her capacity serving at the request of German American as described above). Expenses incurred by a person eligible for indemnification with respect to any claim may be advanced by German American (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition of the action or proceeding upon such person agreeing to repay such amount unless he or she is determined to be entitled to indemnification.

        The IBCL provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the individual's conduct was in good faith; and (2) the individual reasonably believed: (A) in the case of conduct in the individual's official capacity with the corporation, that his or her conduct was in the best interests of the corporation; and (B) in all other cases, that his or her conduct was at least not opposed to the corporation's best interest. In the case of any criminal proceeding, the individual either: had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful.

        Citizens First.    Citizens First's bylaws provide for the indemnification of each director and officer against all expenses, judgments, taxes, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with defending any threatened, pending or completed action, suit or proceeding to which such person is, or is threatened to be made a party, because such person is or was a director or officer of Citizens First. The reasonable expenses incurred by a director or officer who is party to a proceeding shall be paid or reimbursed by Citizens First in advance of the final disposition of such proceeding.

        The KBCA provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (a) he conducted himself

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in good faith; and (b) he honestly believed: (1) in the case of conduct in his official capacity with the corporation, that his conduct was in the best interests of the corporation; and (2) in all other cases, that his conduct was at least not opposed to the corporation's best interest. In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. In any event, a corporation may not indemnify a director under KRS § 271B.8-510: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Further, indemnification permitted under KRS § 271B.8-510 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Limitation of Liability

        German American.    The IBCL provides that a director is not liable for any action taken as a director, or any failure to act, unless the director has breached or failed to perform the duties of the director's office in compliance with the IBCL and the breach or failure to perform constitutes willful misconduct or recklessness.

        Citizens First.    As permitted by the KBCA, Citizens First's articles of incorporation provide that no director of Citizens First will be personally liable to Citizens First or its shareholders for monetary damages for breach of the director's duties as a director; provided, that the foregoing does not eliminate or limit the liability of a director for: (a) any transaction in which the director's personal financial interest is in conflict with the financial interest of Citizens First or its shareholders; (b) acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law; (c) any vote for or assent to an unlawful distribution to shareholders prohibited under KRS § 271B.8-330; or (d) any transaction from which the director derived an improper personal benefit. In addition, the KBCA provides that any action taken as a director, or any failure to take any action as a director, shall not be the basis for monetary damages or injunctive relief unless: (i) the director has breached or failed to perform the duties of the director's office in compliance with the KBCA; and (ii) in the case of an action for monetary damages, the breach or failure to perform constitutes willful misconduct or wanton or reckless disregard for the best interests of the corporation and its shareholders.

Removal of Directors

        German American.    German American's articles of incorporation provided that directors may be removed at a meeting called expressly for the purpose of removing one or more directors, with or without cause, by a vote of the holders of at least 80% of the shares then entitled to vote at an election of directors; provided, that a director who is elected by the holders of series of preferred shares may be removed only by a vote of the holders of at least 80% of the outstanding shares of that series then entitled to vote at an election of directors.

        Citizens First.    Under the KBCA, directors may be removed by the shareholders with or without cause, unless the articles of incorporation provide the director may be removed only for cause. Citizens First's articles of incorporation do not require cause to remove a director. If a director is elected by a voting group, only the shareholders of that voting group may participate in the vote to remove that director.

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Preemptive Rights

        German American.    Although permitted by the IBCL, German American's articles of incorporation do not provide for preemptive rights to subscribe for any new or additional common stock or other securities.

        Citizens First.    Although permitted by the KBCA, Citizens First's articles of incorporation do not provide for preemptive rights to subscribe for any new or additional common stock or other securities.

Rights of Dissenting Shareholders

        German American.    The IBCL provides shareholders of an Indiana corporation that is involved in certain mergers, share exchanges or sales or exchanges of all or substantially all of its property the right to dissent from that action and obtain payment of the fair value of their shares. However, dissenters' rights are not available to holders of shares listed on a national securities exchange, such as the New York Stock Exchange, or traded on the NASDAQ National Market or a similar market. Because German American's common stock is presently traded on the NASDAQ Global Select Market, holders of German American common stock presently have no dissenters' rights in respect of their shares.

        Citizens First.    The KBCA provides that shareholders have the right to dissent from the following transactions involving a Kentucky corporation and obtain payment of the fair value of their shares: (i) certain mergers and share exchanges; (ii) sales or exchanges of all or substantially all of the corporation's property; (iii) conversions into another form of entity; (iv) certain amendments to the articles of incorporation; (v) transactions subject to KRS § 271B.12-210 or exempted by KRS § 271B.12-220(2), or (vi) other actions taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that shareholders are entitled to dissent.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

        The following is a general discussion of the material federal income tax consequences of the merger to U.S. Holders (as hereinafter defined) of Citizens First common stock that exchange their shares of Citizens First common stock for cash and shares of German American common stock. The following discussion is based on current provisions of the Code, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service (the "IRS") and case law, all as currently in effect and which are subject to differing interpretations and subject to change at any time by legislative, judicial or administrative action, possibly with retroactive effect. This discussion is limited to U.S. Holders, who hold their shares of Citizens First common stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment).

        This discussion does not address the federal income tax consequences of shareholders who are not U.S. Holders, nor does it address all of the tax consequences relevant to certain U.S. Holders including, but not limited to, S corporations, partnerships or other pass-through entities (including investors in pass-through entities), financial institutions, insurance companies, tax-exempt organizations, trusts described in Sections 1361(c)(2)(A) and 1361(d) of the Code, dealers in securities or currencies, traders in securities that use a mark to market method of accounting, persons who hold Citizens First common stock as part of a straddle, hedge, constructive sale conversion or other integrated transaction, persons who acquired their shares of Citizens First common stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified plan (including the CFB 401(k) Plan), regulated investment companies, real estate investment trusts and foreign persons or persons whose "functional currency" is not the U.S. dollar. This discussion also does not address the tax consequences of persons who are subject to alternative minimum tax, nor does it address the tax consequences of the merger under state, local or foreign tax laws.

        All U.S. Holders including, but not limited to, the U.S. Holders referenced immediately above, should consult their own tax advisors about the tax consequences of the merger to them.

        For purposes of this discussion, the term "U.S. Holder" means a beneficial owner of Citizens First common stock that for U.S. federal income tax purposes is an individual who is a citizen or resident of the U.S., a corporation or entity taxed as a corporation that was organized under the laws of the U.S. or any state or the District of Columbia, an estate the income of which is subject to U.S. federal income tax regardless of its source, or a trust that (i) is subject to the supervision of a court within the U.S. and the control of one or more U.S. Persons (as hereinafter defined) or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. Person. For purposes of this discussion, "U.S. Person" shall have the meaning ascribed to it by Section 7701(a)(30) of the Code.

Tax Consequences of the Merger Generally

        The parties intend for the merger to qualify as a "reorganization" under Section 368(a) of the Code for U.S. federal income tax purposes. It is a condition to the obligation of German American to complete the merger that German American obtain an opinion from the law firm of Bingham Greenebaum Doll LLP that the merger to be effected pursuant to the merger agreement constitutes a reorganization under Section 368(a) of the Code. It is a condition to the obligation of Citizens First to complete the merger that Citizens First receive an opinion from the law firm of Bingham Greenebaum Doll LLP that the merger constitutes a reorganization under Section 368(a) of the Code. The consequence of qualifying as a reorganization under Section 368(a) is that, generally, a U.S. Holder of Citizens First common stock will recognize (i) only gain (but not loss) with respect to the combination of stock and cash consideration received by a U.S. Holder that is generally equal to the lesser of (a) the amount of cash received in the merger or (b) the excess, if any, of the amount of cash and the fair market value of German American common stock received over the U.S. Holder's adjusted tax

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basis in its shares of Citizens First common stock and (ii) gain or loss with respect to any cash received in lieu of fractional shares of German American common stock.

        The obligation of Bingham Greenebaum Doll LLP to deliver such opinions is conditioned on the merger satisfying the statutory and regulatory requirements of a "reorganization." The determination by tax counsel as to whether the merger will be treated as a "reorganization" within the meaning of Section 368(a) of the Code is based on the facts and law existing as of the effective date of the merger.

        These opinions will be subject to customary qualifications and assumptions, including that the merger will be completed according to the terms of the merger agreement. In rendering the tax opinions, Bingham Greenebaum Doll LLP may require and rely on certain assumptions and factual representations of German American and Citizens First, which will be set forth in representation letters provided by Citizens First and German American to be delivered at the time of closing. If any of such assumptions or representations is or becomes inaccurate, the U.S. federal income tax consequences of the merger could be adversely affected. Neither of these opinions will be binding on the IRS. German American and Citizens First do not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to any of the tax consequences set forth below or any of the tax consequences described in the tax opinions.

Tax Consequences to German American, German American Shareholders and Citizens First

        No gain or loss will be recognized by German American, German American shareholders or Citizens First with respect to the merger.

Tax Consequences of the Merger to U.S. Holders of Citizens First Common Stock

        U.S. Holders will receive both cash and German American common stock in exchange for their Citizens First common stock in the merger. In the exchange, a U.S. Holder will generally recognize gain (but not loss) equal to the lesser of (i) the amount of cash received in the merger or (ii) the excess, if any, of the amount of cash and the fair market value of German American common stock received over the U.S. Holder's adjusted tax basis in its Citizens First common stock. Such gain will generally be capital gain, but in certain circumstances, such gain may be treated as having the effect of a distribution under Section 302 of the Code or Section 356(a)(2) of the Code, in which case the gain will be treated as a dividend. A U.S. Holder should generally consult its tax advisor regarding the manner in which gain or loss should be determined, including, but not limited to, the specific manner in which recognized gain should be determined if such U.S. Holder can designate specific consideration to particular shares of its Citizens First common stock exchanged under the terms of the merger that are determined to be economically reasonable.

        The basis of a share of German American common stock received in the merger will generally be equal to the basis of the Citizens First common stock exchanged in the merger, decreased by cash received in the merger and increased by the amount of any gain recognized in the merger. A U.S. Holder should consult its tax advisor regarding the manner in which the basis of German American common stock received in the merger is determined, including, but not limited to, the following circumstances: (i) the U.S. Holder acquired different blocks of Citizens First common stock at different times or different prices, (ii) the U.S. Holder can designate specific consideration to particular shares of its Citizens First common stock exchanged under the terms of the merger that are determined to be economically reasonable or (iii) the U.S. Holder desires to make potentially permissible designations of specific basis to specific shares of the German American common stock received (on or before the date on which the basis of a share of German American common stock received becomes relevant).

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        A U.S. Holder who receives cash in lieu of fractional shares of German American common stock will be treated as having received such fractional share of German American common stock pursuant to the merger and then as having sold that fractional share of German American common stock for cash in a redemption by German American. As a result, such U.S. Holder will generally recognize gain or loss equal to the difference between the amount of cash received in lieu of a fractional share and the U.S. Holder's basis in the fractional share of German American common stock determined as described above. Any resultant gain or loss generally will be capital in nature, and will be long-term or short-term, depending on the period of time the exchanged shares of Citizens First common stock were held. Long-term capital gain is taxed at reduced rates for non-corporate holders. The deductibility of capital losses is subject to limitations.

        In addition to the above-referenced tax consequences, a U.S. Holder may also be subject to Section 1411 of the Code. Section 1411 imposes an additional 3.8% tax on certain individuals, estates and trusts. For individuals, Section 1411 imposes an additional 3.8% tax on the lesser of: (i) the individual's "net investment income" for the relevant taxable year; or (ii) the excess of the individual's modified adjusted gross income for the taxable year over the applicable threshold. For estates and trusts, Section 1411 imposes an additional 3.8% tax on the lesser of: (i) the estate's or trust's "undistributed net investment income" for the relevant taxable year; or (2) the excess of the estate's or trust's adjusted gross income over the dollar amount at which the highest tax bracket in Section 1(e) of the Code begins for such taxable year. Net investment income generally would include any capital gain incurred in connection with the merger (including any gain treated as a dividend).

        To the extent a U.S. Holder recognizes capital gain or loss as a result of the exchange of common stock in the merger, the capital gain or loss will be long-term capital gain or loss if the U.S. Holder held the shares of Citizens First common stock for more than one year as of the effective date of the merger. Long-term capital gains of an individual generally are subject to a maximum U.S. federal income tax rate of 20% (not including the additional Section 1411 tax). Short-term capital gains of an individual generally are subject to a maximum U.S. federal income tax rate of 37% (not including the additional Section 1411 tax). The deductibility of capital losses is subject to limitations. In addition, the holding period of the German American common stock received generally will include the holding period of Citizens First common stock surrendered in the exchange.

        If a U.S. Holder acquired different blocks of Citizens First common stock at different times or different prices, such U.S. Holder should consult its tax advisor regarding the manner in which gain or loss should be determined.

Information Reporting and Backup Withholding

        Cash payments received in the merger by a U.S. Holder may, under certain circumstances, be subject to information reporting and backup withholding, unless the U.S. Holder provides proof of an applicable exemption, furnishes its taxpayer identification number (in the case of individuals, their social security number) and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. Holder under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against the U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

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Reporting Requirements

        U.S. Holders who are "significant holders" and receive German American common stock in exchange for Citizens First common stock are required to file a statement with their U.S. federal income tax return setting forth certain information, including, but not limited to, their tax basis (determined immediately before the merger) in the Citizens First common stock exchanged in the merger and the fair market value (determined immediately before the merger) of the Citizens First common stock exchanged in the merger.

        A "significant holder" is a holder of Citizens First stock who immediately before the merger (i) owned at least 5% of the total outstanding stock of Citizens First by vote or by value or (ii) owned stock of Citizens First with a tax basis of at least $1 million.

        All Citizens First shareholders will be required to retain permanent tax records of the tax basis of Citizens First common stock exchanged and the German American common stock and cash received in the merger.

        This discussion is of a general nature only, is not exhaustive, and is not intended to be, nor should it be construed to be, legal or tax advice to any particular shareholder. Because of the complexity of the tax law and because of the unique tax consequences to the shareholders following the merger, each shareholder is strongly urged to consult such shareholder's own tax advisor as to the particular tax consequences to such shareholder of the merger, including the applicability and effect of federal, state, local, foreign and other tax laws in such shareholder's particular circumstances.

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LEGAL MATTERS

        Certain matters pertaining to the validity of the authorization and issuance of the German American shares to be issued in the proposed merger and the federal income tax consequences thereof will be passed upon by Bingham Greenebaum Doll LLP, Indianapolis, Indiana.


EXPERTS

German American

        The consolidated financial statements of German American, incorporated by reference in this proxy statement/ prospectus from our Annual Report on Form 10-K for the year ended December 31, 2018, have been audited by Crowe LLP, an independent registered public accounting firm, as stated in their report. Such consolidated financial statements are incorporated herein by reference in reliance upon the report of Crowe LLP given upon the authority of such firm as experts in accounting and auditing.

Citizens First

        The consolidated balance sheets of Citizens First as of December 31, 2018 and 2017, the related consolidated statements of income and comprehensive income, changes in stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2018, and the related notes have been audited by Crowe LLP, an independent registered public accounting firm, as set forth in their report appearing in the Annual Report on Form 10-K of Citizens First for the year ended December 31, 2018 and incorporated in this proxy statement/prospectus by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of Crowe LLP given upon the authority of such firm as experts in accounting and auditing.


SHAREHOLDER PROPOSALS FOR FUTURE ANNUAL MEETINGS

German American

        If the merger is completed, Citizens First shareholders will become shareholders of German American. A shareholder desiring to submit a proposal for inclusion in German American's proxy statement for the annual meeting of shareholders to be held in the year 2020 must deliver the proposal so that it is received by German American no later than December 3, 2019. If notice of any other shareholder proposal intended to be presented at the 2020 annual meeting is not received by German American on or before February 16, 2020, the proxy solicited by German American's Board for use in connection with that meeting may confer authority on the proxies to vote in their discretion on such proposal, without any discussion in German American's proxy statement for that meeting of either the proposal or how such proxies intend to exercise their voting discretion. Any proposals or notices should be mailed to the Chairman of the Governance/Nominating Committee of the Board of Directors, in care of the Corporate Secretary, at German American Bancorp, Inc., 711 Main Street, P. O. Box 810, Jasper, Indiana 47547-0810, by certified mail, return-receipt requested.

Citizens First

        If the merger occurs in 2019, there will be no Citizens First annual meeting of shareholders for 2019. In that case, shareholder proposals must be submitted to German American in accordance with the procedures described above.

        If the merger will not be completed in 2019, Citizens First will hold its 2019 annual meeting in accordance with its current governing documents and as required under Kentucky law and NASDAQ listing requirements.

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WHERE YOU CAN FIND MORE INFORMATION

        German American has filed with the SEC a registration statement on Form S-4 under the Securities Act of 1933 for the securities being offered under this proxy statement/prospectus. This proxy statement/prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and accompanying exhibits, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to German American and the securities offered by this proxy statement/prospectus, reference is made to the registration statement. Statements contained in this proxy statement/prospectus concerning the provisions of such documents are necessarily summaries of such documents and each such statement is qualified in its entirety by reference to the copy of the applicable documents filed with the SEC.

        German American and Citizens First each files annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public over the Internet at the SEC's website at https://www.sec.gov. You may also obtain additional information about German American on its website at https://www.germanamerican.com. You may obtain additional information about Citizens First on its website at https://www.citizensfirstbank.com. However, the contents of those websites are not incorporated by reference in, or otherwise a part of, this proxy statement/prospectus and are not soliciting material.

        German American "incorporates by reference" into this proxy statement/prospectus the information in documents it files with the SEC, which means that they can disclose important information to you through those documents. The information incorporated by reference is an important part of this proxy statement/prospectus. Some information contained in this proxy statement/prospectus updates the information incorporated by reference and some information filed by German American subsequently with the SEC will automatically update this proxy statement/prospectus.

        German American incorporates by reference the documents and information listed below:

        German American also incorporates by reference any of its filings with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act between the date hereof and the date of the special meeting of Citizens First shareholders; provided, however, German American is not incorporating by reference any information furnished, but not filed.

        Citizens First "incorporates by reference" into this proxy statement/prospectus the information in documents it files with the SEC, which means that they can disclose important information to you through those documents. The information incorporated by reference is an important part of this proxy statement/prospectus. Some information contained in this proxy statement/prospectus updates the information incorporated by reference and some information filed by Citizens First subsequently with the SEC will automatically update this proxy statement/prospectus.

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        Citizens First incorporates by reference the documents and information listed below:

        Citizens First also incorporates by reference any of its filings with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act between the date hereof and the date of the special meeting of Citizens First shareholders; provided, however, Citizens First is not incorporating by reference any information furnished, but not filed.

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WHAT INFORMATION YOU SHOULD RELY ON

        You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus. German American and Citizens First have not authorized anyone to provide you with information that is different from what is contained in this proxy statement/prospectus.

        Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you.

        German American has supplied all of the information contained or incorporated by reference in this proxy statement/prospectus relating to German American, and Citizens First has supplied all information contained in this proxy statement/prospectus relating to Citizens First. This document constitutes the prospectus of German American and a proxy statement of Citizens First.

        This proxy statement/prospectus is dated May 3, 2019. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Citizens First shareholders nor the issuance of German American shares in connection with the merger creates any implication to the contrary.

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Annex A

AGREEMENT AND PLAN OF REORGANIZATION

by and among

CITIZENS FIRST CORPORATION,

a Kentucky corporation,

CITIZENS FIRST BANK, INC.,

a Kentucky bank,

GERMAN AMERICAN BANCORP, INC.,

an Indiana corporation,

and

GERMAN AMERICAN BANK,

an Indiana bank

February 21, 2019


Table of Contents


TABLE OF CONTENTS

ARTICLE I

 

TERMS OF THE MERGERS & CLOSING

  A-1

Section 1.01.

 

The Holding Company Merger

 
A-1

Section 1.02.

 

Effect of the Holding Company Merger

 
A-2

Section 1.03.

 

The Holding Company Merger—Conversion of Shares

 
A-2

Section 1.04.

 

The Holding Company Merger—Cancellation of Options

 
A-4

Section 1.05.

 

The Bank Merger

 
A-5

Section 1.06.

 

The Closing

 
A-5

Section 1.07.

 

Exchange Procedures; Surrender of Certificates

 
A-5

Section 1.08.

 

The Closing Date

 
A-6

Section 1.09.

 

Actions At Closing

 
A-6


ARTICLE II


 


REPRESENTATIONS AND WARRANTIES OF CITIZENS FIRST AND CF BANK


 


A-8

Section 2.01.

 

Organization and Capital Stock

 
A-8

Section 2.02.

 

Authorization; No Defaults

 
A-9

Section 2.03.

 

Subsidiaries

 
A-11

Section 2.04.

 

Financial Information

 
A-11

Section 2.05.

 

Absence of Changes

 
A-11

Section 2.06.

 

Absence of Agreements with Banking Authorities

 
A-12

Section 2.07.

 

Tax Matters

 
A-12

Section 2.08.

 

Absence of Litigation

 
A-14

Section 2.09.

 

Employment Matters

 
A-14

Section 2.10.

 

Reports

 
A-15

Section 2.11.

 

Investment Portfolio

 
A-15

Section 2.12.

 

Loan Portfolio

 
A-15

Section 2.13.

 

ERISA

 
A-16

Section 2.14.

 

Title to Properties; Insurance

 
A-19

Section 2.15.

 

Environmental Matters

 
A-20

Section 2.16.

 

Compliance with Law

 
A-20

Section 2.17.

 

Brokerage

 
A-21

Section 2.18.

 

Material Contracts

 
A-21

Section 2.19.

 

Compliance with Americans with Disabilities Act

 
A-21

Section 2.20.

 

Absence of Undisclosed Liabilities

 
A-22

Section 2.21.

 

Deposit Insurance

 
A-22

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Section 2.22.

 

Absence of Defaults

  A-22

Section 2.23.

 

Tax and Regulatory Matters

 
A-22

Section 2.24.

 

Securities Law Compliance

 
A-22

Section 2.25.

 

Shareholder Rights Plan

 
A-22

Section 2.26.

 

Indemnification Agreements

 
A-23

Section 2.27.

 

Statements True and Correct

 
A-23

Section 2.28.

 

Citizens First's Knowledge

 
A-23

Section 2.29.

 

Nonsurvival of Representations and Warranties

 
A-23


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF GABC AND GERMAN AMERICAN


 


A-23

Section 3.01.

 

Organization and Capital Stock

 
A-23

Section 3.02.

 

Authorization

 
A-24

Section 3.03.

 

Subsidiaries

 
A-24

Section 3.04.

 

Financial Information

 
A-24

Section 3.05.

 

Absence of Changes

 
A-25

Section 3.06.

 

Reports

 
A-25

Section 3.07.

 

Absence of Litigation

 
A-25

Section 3.08.

 

Absence of Agreements with Banking Authorities

 
A-25

Section 3.09.

 

Environmental Matters

 
A-25

Section 3.10.

 

Compliance with Law

 
A-26

Section 3.11.

 

Brokerage

 
A-26

Section 3.12.

 

Sufficient Financial Resources

 
A-26

Section 3.13.

 

Tax and Regulatory Matters

 
A-26

Section 3.14.

 

Securities Law Compliance

 
A-26

Section 3.15.

 

Statements True and Correct

 
A-27

Section 3.16.

 

GABC's Knowledge

 
A-27

Section 3.17.

 

Nonsurvival of Representations and Warranties

 
A-27


ARTICLE IV


 


COVENANTS OF CITIZENS FIRST AND CF BANK


 


A-27

Section 4.01.

 

Conduct of Business

 
A-27

Section 4.02.

 

Subsequent Discovery of Events or Conditions

 
A-31

Section 4.03.

 

Shareholder and Other Approvals; Cooperation

 
A-31

Section 4.04.

 

SEC Registration Matters

 
A-32

Section 4.05.

 

Environmental Reports

 
A-32

Section 4.06.

 

Access to Information

 
A-33

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Section 4.07.

 

Title to Real Estate

  A-34

Section 4.08.

 

Confidentiality

 
A-34

Section 4.09.

 

Fairness Opinion

 
A-35

Section 4.10.

 

Additional Financial Information

 
A-35

Section 4.11.

 

Citizens First Bank 401(k) Profit Sharing Plan

 
A-35

Section 4.12.

 

Termination of Certain Arrangements

 
A-36


ARTICLE V


 


COVENANTS OF GABC AND GERMAN AMERICAN


 


A-36

Section 5.01.

 

Regulatory Approvals and Registration Statement

 
A-36

Section 5.02.

 

Subsequent Discovery of Events or Conditions

 
A-37

Section 5.03.

 

Consummation of Agreement

 
A-37

Section 5.04.

 

Preservation of Business

 
A-37

Section 5.05.

 

Representation on GABC Board and German American Regional Advisory Board

 
A-38

Section 5.06.

 

Employee Benefit Plans and Employee Payments

 
A-38

Section 5.07.

 

Indemnification and Insurance

 
A-40

Section 5.08.

 

Confidentiality

 
A-41

Section 5.09.

 

Updated GABC Disclosure Schedules

 
A-41

Section 5.10.

 

Trust Preferred Securities

 
A-41


ARTICLE VI


 


CONDITIONS PRECEDENT TO THE MERGER


 


A-41

Section 6.01.

 

Conditions of GABC's and German American's Obligations

 
A-41

Section 6.02.

 

Conditions of Citizens First's and CF Bank's Obligations

 
A-42


ARTICLE VII


 


TERMINATION OR ABANDONMENT


 


A-43

Section 7.01.

 

Mutual Agreement

 
A-43

Section 7.02.

 

By Unilateral Action

 
A-43

Section 7.03.

 

Shareholder Approval Denial; Dissenting Shareholders

 
A-44

Section 7.04.

 

Adverse Environmental Reports; Title Defects

 
A-44

Section 7.05.

 

Termination Upon Adverse Regulatory Determination

 
A-44

Section 7.06.

 

Regulatory Enforcement Matters

 
A-44

Section 7.07.

 

Lapse of Time

 
A-45

Section 7.08.

 

Lack of Exclusivity

 
A-45

Section 7.09.

 

Effect of Termination

 
A-45


ARTICLE VIII


 


MISCELLANEOUS


 


A-45

Section 8.01.

 

Liabilities

 
A-45

Section 8.02.

 

Expenses

 
A-45

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Section 8.03.

 

Notices

  A-46

Section 8.04.

 

Non-survival of Representations, Warranties and Agreements

 
A-46

Section 8.05.

 

Representations Not Affected by Review

 
A-46

Section 8.06.

 

Press Releases

 
A-47

Section 8.07.

 

Entire Agreement

 
A-47

Section 8.08.

 

Headings and Captions

 
A-47

Section 8.09.

 

Waiver, Amendment or Modification

 
A-47

Section 8.10.

 

Rules of Construction

 
A-47

Section 8.11.

 

Counterparts/Facsimiles

 
A-47

Section 8.12.

 

Successors

 
A-47

Section 8.13.

 

Governing Law; Assignment; Specific Performance

 
A-47

Section 8.14.

 

Securityholder Litigation

 
A-47

A-iv


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AGREEMENT AND PLAN OF REORGANIZATION

        THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of February 21, 2019, by and among CITIZENS FIRST CORPORATION, a Kentucky corporation ("Citizens First"), CITIZENS FIRST BANK, INC., a Kentucky bank ("CF Bank"), GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("GABC"), and GERMAN AMERICAN BANK, an Indiana bank ("German American").


Recitals

        A.    Citizens First is a corporation duly organized and existing under the Kentucky Business Corporation Act ("KBCA") that is duly registered with the Board of Governors of the Federal Reserve System ("FRB") as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). Citizens First owns all of the outstanding capital stock of CF Bank, which is duly organized and existing as a bank under the Kentucky Financial Services Code ("KFSC") and operates eight (8) banking offices in four (4) counties in Kentucky (namely Barren, Hart, Simpson and Warren), and a loan production office in Williamson County, Tennessee. All of the common securities of Citizens First Statutory Trust I, a Delaware statutory business trust (the "Trust") are held by Citizens First.

        B.    GABC is a corporation duly organized and existing under Indiana Business Corporation Law ("IBCL") that is duly registered with the FRB as a bank holding company under the BHC Act. GABC owns all of the outstanding capital stock of German American, which is duly organized as a bank under the Indiana Financial Institutions Act ("IFIA") and operates sixty-five (65) banking offices in twenty (20) counties in Indiana and four (4) counties in Kentucky.

        C.    The parties desire to effect transactions whereby, in consideration of the payment of cash and the issuance of shares of common stock, without par value, of GABC (such shares being hereafter referred to as "GABC Common") to the shareholders of Citizens First in exchange for their shares of common stock, without par value, of Citizens First ("Citizens First Common"), Citizens First will be merged with and into GABC and, immediately thereafter, CF Bank will be merged with and into German American (the "Mergers").

        D.    The parties intend for the Mergers to qualify as a reorganization within the meaning of Section 368 and related sections of the Internal Revenue Code of 1986, as amended (the "Code"), and agree to cooperate and take such actions as may be reasonably necessary to assure such result.


Agreements

        In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties agree as follows:


ARTICLE I

TERMS OF THE MERGERS & CLOSING

        Section 1.01.    The Holding Company Merger.    Pursuant to the terms and provisions of this Agreement, the IBCL, the KBCA and the Plan of Merger attached hereto as Exhibit 1.01 and incorporated herein by this reference (the "Holding Company Plan of Merger"), Citizens First shall merge with and into GABC (the "Holding Company Merger"). Citizens First shall be the "Merging Corporation" in the Holding Company Merger and its corporate identity and existence, separate and apart from GABC, shall cease on consummation of the Holding Company Merger. GABC shall be the "Surviving Corporation" in the Holding Company Merger, and its name shall not be changed pursuant to the Holding Company Merger.

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        Section 1.02.    Effect of the Holding Company Merger.    The Holding Company Merger shall have all the effects provided with respect to the merger of a corporation with and into an Indiana corporation under the IBCL and all the effects provided with respect to a merger of a Kentucky corporation with and into a foreign corporation under the KBCA.

        Section 1.03.    The Holding Company Merger—Conversion of Shares.    

        (a)   At the time of filing with the Indiana Secretary of State and the Kentucky Secretary of State of appropriate Articles of Merger with respect to the Holding Company Merger, or at such later time as shall be specified by such Articles of Merger (the "Effective Time"), all of the shares of Citizens First Common that, immediately prior to the Effective Time, are issued and outstanding (except for "Dissenting Shares" as provided in Section 1.03(j) below and shares of Citizens First Common held in the CFB 401(k) Plan (as defined in Section 4.11 below)) shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted in accordance with subsections (b) and (c) of this Section 1.03 into the right to receive, subject to the provisions set forth in this Agreement, (i) a cash payment, and (ii) newly-issued shares of GABC Common (together, such cash, GABC Common and the "401(k) Cash Payment" (as defined below) is sometimes collectively referred to in this Agreement as the "Merger Consideration") pursuant to this Section 1.03.

        (b)   Each record holder of Citizens First Common (other than Dissenting Shares and shares of Citizens First Common held in the CFB 401(k) Plan) immediately prior to the Effective Time shall be entitled to receive from GABC for each of such holder's shares of Citizens First Common then held of record by such record holder (i) a cash payment in the amount of Five and 80/100 Dollars ($5.80) or such lesser amount, but not less than zero, as may be determined by operation of subsection (c) of this Section 1.03 (the "Cash Payment"), and (ii) 0.6629 (the "Exchange Ratio") of a newly-issued share of GABC Common. Kentucky Trust Company, as the administrator and record holder of shares of Citizens First Common held in the CFB 401(k) Plan, shall be entitled to receive from GABC on the business day on which the Effective Time occurs, on behalf of the beneficial owners of shares of Citizens First Common held therein, a cash payment equal to Five and 80/100 Dollars ($5.80) plus the Exchange Ratio multiplied by the greater of: (i) the Average GABC Closing Price (as defined in Section 1.03(f)) or (ii) the closing trading price of GABC Common on the trading day that is the first business day preceding the Closing Date, as reported by Bloomberg L.P. (or, if not reported therein, in another authoritative source mutually selected by the parties), in exchange for each share of Citizens First Common held immediately prior to the Effective Time, or such lesser amount, but not less than zero, as may be determined by operation of subsection (c) of this Section 1.03 (the "401(k) Cash Payment"). The Exchange Ratio shall be subject to adjustment in accordance with the provisions of Section 1.03(i) of this Agreement.

        (c)   If Citizens First's Effective Time Book Value (as defined by and calculated in accordance with this subparagraph) shall be less than the Target Book Value (as defined below) (the dollar amount of such shortfall is referred to in this Agreement as the "Shortfall"), then each of (i) the Cash Payment component of the Merger Consideration, payable with respect to each share of Citizens First Common that is eligible to receive such Cash Payment, and (ii) the 401(k) Cash Payment component of the Merger Consideration, payable with respect to each share of Citizens First Common that is eligible to receive such 401(k) Cash Payment, shall be reduced by a per share amount (rounded to the nearest whole cent) equal to the quotient obtained by dividing the dollar amount of the Shortfall by (x) the number of shares of Citizens First Common outstanding that is eligible to receive a Cash Payment, plus (y) the number of shares of Citizens First Common outstanding that is eligible to receive a 401(k) Cash Payment (the "Shortfall Adjustment").

        For purposes of this subparagraph (c), "Effective Time Book Value" shall be calculated as the estimated shareholders' equity of Citizens First as of the Effective Time determined in accordance with United States generally accepted accounting principles ("GAAP") to the reasonable satisfaction of

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GABC, to be delivered by Citizens First to GABC no later than five (5) business days prior to the Closing Date, and which shall reflect an allowance for loan and lease losses calculated in a manner consistent with CF Bank's historical practices. For purposes of computing, "Effective Time Book Value," in no event shall the assumed provision for loan and lease losses be less than zero for any period after September 30, 2018. For the purposes of this subparagraph (c), "Target Book Value" shall be an amount equal to: (1) Forty-Eight Million Two Hundred Fifty Thousand Dollars ($48,250,000); (2) adjusted (A) downward by the product of Thirteen Thousand Dollars ($13,000) (the "Per Diem Factor") and the number of days the Effective Time is before July 1, 2019, or (B) upward by the product of the Per Diem Factor and the number of days the Effective Time is after July 1, 2019; and (3) less dividends paid after July 1, 2019.

        Notwithstanding the foregoing, the "Effective Time Book Value" shall reflect all after-tax accruals for all of Citizens First's and CF Bank's fees, expenses and costs relating to the Mergers (regardless of whether GAAP would require that such obligations be accrued as liabilities as of the Effective Time), including but not limited to those incurred by Citizens First or CF Bank in negotiating the terms of the Mergers, preparing, executing and delivering this Agreement, change of control or success bonuses, if any, to officers or directors as a result of the Mergers, additional accruals required pursuant to any director deferred compensation agreements, if any, obtaining shareholder and regulatory approvals, and closing the Mergers, costs of taking reasonable remedial and corrective actions and measures pursuant to Section 4.05, costs to cure or remove any material defects that GABC deems unacceptable other than Standard Permitted Exceptions pursuant to Section 4.07, and including fees, expenses and costs that might not be deemed earned or become payable until after the Effective Time, such as, but not limited to, investment banking fees and similar payments for services performed prior to the Effective Time that may not be deemed earned unless and until the Mergers have become effective; provided, however, that in calculating the Effective Time Book Value for purposes of this Section, none of the following will be considered: (1) gains or losses on sales of securities by Citizens First or CF Bank incurred after September 30, 2018; (2) any increase in assets or decrease in liabilities resulting from the issuance or redemption of shares of capital stock or other equity interests of Citizens First, including, but not limited to, Citizens First making the Performance Unit Cash Payment set forth in subparagraph (d) below; (3) any changes to the value of Citizens First's investment portfolio attributed to ASC 320, whether upward or downward from September 30, 2018 until the measurement date; (4) any fees payable upon the termination of any contracts (including the Citizens First data processing contracts) set forth on Section 2.18 of the Citizens First Disclosure Schedule or otherwise; (5) expenses relating to any litigation arising out of or in connection with this Agreement, the Mergers or any of the transactions contemplated hereby; and (6) severance and other payments pursuant to Section 5.06(e) of this Agreement (exclusive of any change of control payments, success bonuses or settlement payments payable to officers or directors as a result of the Mergers).

        (d)   Immediately prior to the Closing, Citizens First shall make cash payments (collectively, the "Performance Unit Cash Payment") to the holders of outstanding performance units ("Performance Units") granted under the Citizens First Corporation 2015 Incentive Compensation Plan (the "Citizens First Incentive Plan"), in lieu of distributing Citizens First Common shares to such holders, in each case according to the applicable award agreement terms. For purposes of any performance year that will be shortened as a result of the Mergers, Citizens First performance shall be based upon the maximum "Target" payout level. Upon receipt of their Performance Unit Cash Payment, a holder's rights under their Performance Units and under the related award agreement shall terminate and be of no further force or effect.

        (e)   The shares of GABC Common issued and outstanding immediately prior to the Effective Time shall continue to be issued and outstanding shares of GABC.

        (f)    No fractional shares of GABC Common shall be issued and, in lieu thereof, holders of shares of Citizens First Common who would otherwise be entitled to a fractional share interest (after taking

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into account all shares of Citizens First Common held by such holder) shall be paid an amount in cash equal to the product of such fractional share and the volume weighted average of the trading prices of GABC Common, rounded to the nearest cent, during the twenty (20) consecutive trading days ended on the trading day that is the second business day preceding the Closing Date, as reported by Bloomberg L.P. (or, if not reported therein, in another authoritative source mutually selected by the parties) (the "Average GABC Closing Price").

        (g)   At the Effective Time, each share of Citizens First Common, if any, held in the treasury of Citizens First or by any direct or indirect subsidiary of Citizens First (other than shares held in trust accounts for the benefit of others or in other fiduciary, nominee or similar capacities) immediately prior to the Effective Time shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

        (h)   At the Effective Time, all of the outstanding shares of Citizens First Common, by virtue of the Holding Company Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of any certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Citizens First Common ("Certificates") shall thereafter cease to have any rights with respect to such shares, except: (i) the right of such holders to receive, without interest, the cash payment and the certificates for the shares of GABC Common upon the surrender of such Certificate or Certificates in accordance with Section 1.07; or (ii) the right to receive payment of the fair value of Dissenting Shares in accordance with the provisions of the KBCA and Section 1.03(j).

        (i)    If (i) GABC shall hereafter declare a stock dividend or other distribution of property or securities (other than a cash dividend) upon the GABC Common or shall subdivide, split up, reclassify or combine the GABC Common, and (ii) the record date for such transaction is prior to the date on which the Effective Time occurs, appropriate adjustment or adjustments will be made to the Exchange Ratio.

        (j)    Shares of Citizens First Common which are issued and outstanding immediately prior to the Effective Time and which are held by persons who have properly exercised, and not withdrawn or waived, appraisal rights with respect thereto ("Dissenting Shares") in accordance with the KBCA will not be converted into the right to receive the Merger Consideration, but will be entitled in lieu thereof, to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of the KBCA unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the KBCA. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Citizens First Common will thereupon be treated as if they had been converted at the Effective Time into the right to receive the Merger Consideration, without any interest thereon. Citizens First will give GABC prompt notice of any notices of intent to demand payment received by Citizens First with respect to shares of Citizens First Common. Prior to the Effective Time, Citizens First will not, except with the prior written consent of GABC, make any payment with respect to, or settle or offer to settle, any such demands.

        Section 1.04.    The Holding Company Merger—Cancellation of Options.    To the extent that, immediately prior to the Effective Time, there are (even though Citizens First has represented and warranted pursuant to Section 2.01(g) that there are at the time of this Agreement no such rights, and that none will be created during the term of this Agreement) any outstanding stock options (or warrants or other rights to purchase securities issued by Citizens First) (whether to employees or directors of Citizens First, CF Bank or others) (such rights to purchase or convert are referred to herein as the "Unscheduled Purchase Rights"), such Unscheduled Purchase Rights shall as of the Effective Time be deemed to be cancelled without consideration (and any and all stock option plans, warrant purchase agreements, or other arrangements under which such Unscheduled Purchase Rights shall have been issued shall at such time be deemed terminated without consideration), and Citizens

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First shall not accept any purported notice of exercise of any such Unscheduled Purchase Right after the close of business on the Closing Date but shall promptly notify GABC of any such purported notice. GABC shall have no obligation to any employee, director, agent or other person claiming by or through Citizens First or its predecessor in interest with respect to any claim arising in respect of any such Unscheduled Purchase Right (or plan or arrangement).

        Section 1.05.    The Bank Merger.    CF Bank and Citizens First shall take all action necessary and appropriate, including entering into an agreement and plan of merger (the "Bank Merger Agreement" and collectively with the Holding Company Plan of Merger, the "Plans of Merger") substantially in the form attached hereto as Exhibit 1.05, to cause CF Bank to merge with and into German American (the "Bank Merger") in accordance with all applicable laws and regulations, effective immediately after the Effective Time after the consummation of the Holding Company Merger.

        Section 1.06.    The Closing.    The closing of the Mergers (the "Closing") shall take place on the Closing Date described in Section 1.08 of this Agreement, and at such time and at such place as determined in accordance with Section 1.08.

        Section 1.07.    Exchange Procedures; Surrender of Certificates.    

        (a)   GABC shall appoint an exchange agent for the surrender of Certificates (or book entry of shares) formerly representing Citizens First Common (other than Dissenting Shares and shares of Citizens First Common held in the CFB 401(k) Plan) in exchange for the Merger Consideration, which may be a third party, GABC or German American (such agent is referred to herein as the "Exchange Agent").

        (b)   At least one business day prior to the Effective Time, GABC shall provide to the Exchange Agent the aggregate number of GABC Common and an amount in cash representing the aggregate cash component of the Merger Consideration (other than the 401(k) Cash Payment), together with aggregate cash to be paid in lieu of fractional shares pursuant to Section 1.03(f) hereto, all of which shall be held by the Exchange Agent in trust for the holders of Citizens First Common (collectively, the "Exchange Fund"). The Exchange Fund shall not be used for any purpose other than as set forth in this Section 1.07.

        (c)   Within five (5) business days after the date on which the Effective Time occurs, the Exchange Agent shall provide to each record holder of Citizens First Common whose shares were converted into the right to receive a pro rata portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates (or book entry of shares) to the Exchange Agent and shall be in such form and have such other provisions as GABC may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Except with respect to Dissenting Shares, promptly after surrender to the Exchange Agent of a Certificate(s) (or book entry of share(s)), together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver to such surrendering Certificate holder the applicable aggregate amount of Merger Consideration. No interest on the Merger Consideration payable or issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any required transfer or other taxes or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. GABC reserves the right in all cases to require that a surety bond on terms and in an amount reasonably satisfactory to GABC be provided to GABC at the expense of the Citizens First shareholder in the event that such shareholder claims loss of a Certificate and requests that GABC waive the requirement for surrender of such Certificate.

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        (d)   No dividends that are otherwise payable on shares of GABC Common constituting the Merger Consideration shall be paid to persons entitled to receive such shares of GABC Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of GABC Common shall be issued any dividends which shall have become payable with respect to such shares of GABC Common (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Effective Time and the time of such surrender.

        Section 1.08.    The Closing Date.    Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned and subject to the satisfaction (or waiver, where applicable) of the conditions set forth in Article VI, the Closing shall take place on the first day of the calendar quarter following each of the conditions in Section 6.01(c) and (e) and Section 6.02(c) and (e) being satisfied, or on such later or earlier date as Citizens First and GABC may agree (the "Closing Date"). The Closing shall take place remotely via the electronic exchange of documents and signatures on the Closing Date, unless the parties otherwise agree. The parties hereto acknowledge and agree that (i) all proceedings at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered, and (ii) the Closing shall be deemed to have taken place at the offices of GABC in Jasper, Indiana, at 12:01 A.M. Eastern Time, on the Closing Date, unless the parties shall mutually otherwise agree.

        Section 1.09.    Actions At Closing.    

        (a)   At the Closing, Citizens First shall deliver to GABC:

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        (b)   At the Closing, GABC shall deliver to Citizens First:

        (c)   At the Closing, GABC and Citizens First shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF
CITIZENS FIRST AND CF BANK

        Citizens First and CF Bank hereby jointly and severally make the following representations and warranties to GABC and German American with respect to Citizens First, CF Bank and the Trust:

        Section 2.01.    Organization and Capital Stock.    

        (a)   Citizens First is a corporation duly organized and validly existing under the KBCA and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. Citizens First's only direct wholly-owned subsidiary is CF Bank. Except as set forth in Schedule 2.01(a) of the disclosure schedule that has been prepared by Citizens First and delivered by Citizens First to GABC in connection with the execution and delivery of this Agreement (the "Citizens First Disclosure Schedule"), Citizens First is not engaged in any activities that are financial in nature and only permissible for financial holding companies under 12 U.S.C. 1843(k).

        (b)   CF Bank is a Kentucky commercial bank duly organized and validly existing under the KBCA and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted. All of the issued and outstanding capital stock of CF Bank is owned by Citizens First. CF Bank has no subsidiaries. CF Bank is subject to primary federal supervision and regulation by the Federal Deposit Insurance Corporation ("FDIC").

        (c)   The Trust is a statutory business trust duly organized and validly existing under the laws of the State of Delaware and has the trust power to own all of its assets, to incur all of its liabilities and to carry on its business as now being conducted. All of the common securities of the Trust are owned by Citizens First. The Trust has no subsidiaries.

        (d)   Citizens First has authorized five million (5,000,000) shares of no par common stock ("Citizens First Common," as previously referenced) and five hundred (500) shares of preferred stock ("Citizens First Preferred"). As of the date of this Agreement, 2,537,605 shares of Citizens First Common are issued and outstanding. All such outstanding shares of Citizens First Common are duly and validly issued and outstanding, fully paid and non-assessable. None of the outstanding shares of Citizens First Common has been issued in violation of any preemptive rights of the current or past shareholders of Citizens First or in violation of any applicable federal or state securities laws or regulations. No shares of Citizens First Preferred are issued and outstanding. Citizens First has no capital stock authorized, issued or outstanding other than as described in this Section 2.01(d) and, except as set forth in Section 2.01(d) of the Citizens First Disclosure Schedule, Citizens First has no intention or obligation to authorize or issue additional shares of its capital stock.

        (e)   CF Bank has authorized common stock of two thousand (2,000) shares, no par value ("CF Bank Common"). As of the date of this Agreement, 2,000 shares of CF Bank Common are issued and outstanding. All of such shares of CF Bank Common are duly and validly issued and outstanding, are fully paid and nonassessable and are owned by Citizens First. None of the outstanding shares of CF Bank Common has been issued in violation of any preemptive rights of the current or past shareholders of CF Bank or in violation of any applicable federal or state securities laws or regulations. All of the shares of CF Bank Common are owned by Citizens First free and clear of all liens, pledges, charges, claims, encumbrances, restrictions, security interests, options and preemptive rights and of all other rights of any other person, corporation or entity with respect thereto. CF Bank has no capital stock authorized, issued or outstanding other than as described in this Section 2.01(e) and has no intention or obligation to authorize or issue any other shares of capital stock.

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        (f)    The Trust has 155 shares of common securities authorized and outstanding, $1,000 per share liquidation value, and 5,000 capital securities authorized and outstanding, $1,000 per share liquidation value. All of the common securities of the Trust are held beneficially and of record by Citizens First. Such issued and outstanding Trust securities have been duly and validly authorized by all necessary corporate action of the Trust, are validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive rights of any Trust security holders. All of the issued and outstanding common securities of the Trust are owned by Citizens First free and clear of all liens, pledges, charges, claims, encumbrances, restrictions, security interests, options and preemptive rights and of all other rights of any other person, corporation or entity with respect thereto. The Trust has no capital securities authorized, issued or outstanding other than as described in this Section 2.01(f) and has no intention or obligation to authorize or issue any other shares of capital securities.

        (g)   There are no shares of capital stock or other equity securities of Citizens First, CF Bank or the Trust authorized, issued or outstanding (except as set forth in this Section 2.01) and, except as set forth in Section 2.01 of the Citizens First Disclosure Schedule, there are no outstanding options, warrants, rights to subscribe for, calls, puts, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Citizens First, CF Bank or the Trust, or contracts, commitments, understandings or arrangements by which Citizens First, CF Bank or the Trust are or may be obligated to issue additional shares of its capital stock, other equity interests, or options, warrants or rights to purchase or acquire any additional shares of its capital stock or equity interests (and none will be created during the term of this Agreement).

        Section 2.02.    Authorization; No Defaults.    

        (a)   All of the members of the Board of Directors of Citizens First entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of Citizens First Common in favor of the Holding Company Merger. The Boards of Directors of Citizens First and CF Bank have, by all appropriate action, unanimously approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution of this Agreement and the applicable Plan of Merger on Citizens First's or CF Bank's behalf by their respective duly authorized officers and the performance by Citizens First and CF Bank of their respective obligations hereunder. Prior to the execution of this Agreement, the Board of Directors of Citizens First received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Keefe, Bruyette & Woods, Inc. ("KBW") to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Merger Consideration (other than the 401(k) Cash Payment) is fair, from a financial point of view, to the holders of Citizens First Common (the "Citizens First Fairness Opinion"). Except as provided in the Citizens First Disclosure Schedule, nothing in the Articles of Incorporation or Bylaws of Citizens First, as amended, or the Articles of Incorporation or Bylaws of CF Bank, as amended, or in any material agreement or instrument, or any decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which Citizens First or CF Bank is bound or subject, would prohibit Citizens First or CF Bank from consummating, or would be violated or breached by Citizens First's or CF Bank's consummation of, this Agreement, the Holding Company Merger or the Bank Merger and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Citizens First and CF Bank and constitutes a legal, valid and binding obligation of Citizens First and CF Bank, enforceable against Citizens First and CF Bank in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles. No corporate acts or proceedings, other than those already taken and the approval of the Holding Company Merger by the holders of a majority of the outstanding shares of Citizens First Common and the Bank Merger by Citizens First as sole shareholder of CF Bank, are

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required by law to be taken by Citizens First or CF Bank to authorize the execution, delivery and performance of this Agreement.

        (b)   Except as set forth in Section 2.02 of the Citizens First Disclosure Schedule, neither Citizens First nor CF Bank or the Trust is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, Citizens First's, CF Bank's or the Trust's organizational documents, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which it is a party or by which it or its property is bound.

        (c)   Except as set forth in Section 2.02 of the Citizens First Disclosure Schedule, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, does or will (i) result in the creation of, or give any person, corporation or entity the right to create, any lien, charge, encumbrance, security interest, or any other rights of others or other adverse interest upon any right, property or asset of Citizens First, CF Bank or the Trust; (ii) terminate, or give any person, corporation or entity the right to terminate, amend, abandon, or refuse to perform, any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment to which Citizens First, CF Bank or the Trust is subject or bound, the result of which would have a Material Adverse Effect (as defined below); or (iii) accelerate or modify, or give any party thereto the right to accelerate or modify, the time within which, or the terms according to which, Citizens First, CF Bank or the Trust is to perform any duties or obligations or receive any rights or benefits under any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment. For the purpose of this Agreement, a "Material Adverse Effect" means any effect, circumstance, occurrence or change that (i) is material and adverse to the financial position, results of operations or business of Citizens First, CF Bank and the Trust taken as a whole, or GABC and German American taken as a whole, as applicable or (ii) would materially impair the ability of Citizens First or GABC, as applicable, to perform its obligations under this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability to banks or their holding companies or interpretations thereof by courts or governmental authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks or their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with GAAP, (d) effects of any action taken with the prior written consent of the other party hereto, (e) changes in the general level of interest rates (including the impact on the securities portfolios of Citizens First and CF Bank, or GABC and German American, as applicable) or conditions or circumstances relating to or that affect either the United States economy, financial or securities markets or the banking industry, generally, (f) changes resulting from expenses (such as legal, accounting and investment bankers' fees) incurred in connection with this Agreement or the transactions contemplated herein, including without limitation payment of any amounts due to, or the provision of any benefits to, any directors, officers or employees under agreements, plans or other arrangements in existence of or contemplated by this Agreement and disclosed to GABC, (g) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of Citizens First, CF Bank and the Trust, or GABC and German American, as applicable and (h) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices; provided that in no event shall a change in the trading price of the GABC Common Stock, by itself, be considered to constitute a Material Adverse Effect on GABC (it being understood that the foregoing proviso shall not prevent or otherwise affect a determination that any effect underlying such decline has resulted in a Material Adverse Effect).

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        (d)   Other than the filing of Articles of Merger with the Indiana Secretary of State and the Kentucky Secretary of State for the Mergers and in connection or in compliance with the banking regulatory approvals contemplated by Section 5.01, federal and state securities laws and the rules and regulations promulgated thereunder and rules of NASDAQ, no notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement.

        (e)   Other than those filings, authorizations, consents and approvals referenced in Section 2.02(d) above and except as set forth in the Citizens First Disclosure Schedule, no notice to, filing with, authorization of, exemption by, or consent or approval of, any third party is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement, except for such authorizations, exemptions, consents or approvals, the failure of which to obtain, would not be reasonably likely to result in a Material Adverse Effect.

        Section 2.03.    Subsidiaries.    Except for the ownership of CF Bank and the Trust and other matters as disclosed in Section 2.03 of the Citizens First Disclosure Schedule, neither Citizens First nor CF Bank has (or has had at any time in the last five (5) years) any direct or indirect ownership interest in any corporation, partnership, limited liability company, joint venture or other business.

        Section 2.04.    Financial Information.    

        (a)   The consolidated balance sheet of Citizens First and its subsidiaries as of December 31, 2017 and 2016 and related consolidated statements of income, changes in shareholders' equity and cash flows for the three (3) years ended December 31, 2017, together with the notes thereto, included in Citizens First's Annual Report on Form 10-K for the annual period then ended (the "10-K") and the consolidated balance sheets of Citizens First as of September 30, 2018, and related consolidated statements of income and cash flows included in Citizens First's Quarterly Report on Form 10-Q for the quarterly period then ended (the "10-Q") (together, the financial statements included in the 10-K and the 10-Q are referred to herein as the "Citizens First Financial Statements"), have been prepared in accordance with GAAP (except as disclosed therein) and fairly present the consolidated financial position and the consolidated results of operations, changes in shareholders' equity and cash flows of Citizens First and its consolidated subsidiaries as of the dates and for the periods indicated.

        (b)   Neither Citizens First nor CF Bank has any material liability, fixed or contingent, except to the extent set forth in the Citizens First Financial Statements or incurred in the ordinary course of business since December 31, 2017.

        (c)   Citizens First does not engage in the lending business (except by and through CF Bank) or any other business or activity other than that which is incident to its direct ownership of all the capital stock of CF Bank and the common securities of the Trust, and does not own any investment securities.

        (d)   As of the date hereof, each of Citizens First and CF Bank is "well-capitalized" under applicable regulatory definitions.

        Section 2.05.    Absence of Changes.    Except for events and conditions relating to the business and interest rate environment in general, the accrual or payment of Merger-related expenses, or as set forth in the Citizens First Disclosure Schedule, since December 31, 2017, no events have occurred which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the Citizens First Disclosure Schedule, between the period from December 31, 2017 to the date of this Agreement, Citizens First, CF Bank and the Trust have carried on their respective businesses in the ordinary and usual course consistent with their past practices (excluding the incurrence of fees and expenses of professional advisors related to this Agreement and the transactions contemplated hereby) and there has not been any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to Citizens First Common (other than normal quarterly cash dividends) or any split, combination or reclassification of any stock or equity interest of Citizens First,

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CF Bank or the Trust or, with the exception of the issuance of shares in connection with the Performance Units, any issuance or the authorization of any issuance of any securities in respect of, or in lieu of, or in substitution for Citizens First's, CF Bank's, or the Trust's securities.

        Section 2.06.    Absence of Agreements with Banking Authorities.    Except as set forth in Section 2.06 of the Citizens First Disclosure Schedule, Citizens First, CF Bank and the Trust are not subject to any order (other than orders applicable to bank holding companies or banks generally) and neither is a party to any agreement or memorandum of understanding with (or resolution of its Board of Directors adopted at the suggestion of) any federal or state agency charged with the supervision or regulation of banks or bank holding companies, including without limitation, the FDIC, the FRB and the Kentucky Department of Financial Institutions ("KDFI"), in each case that has been issued, executed or delivered on or after January 1, 2012.

        Section 2.07.    Tax Matters.    

        (a)   Each of Citizens First, CF Bank and the Trust has timely filed all material Tax Returns (as defined below) that are required to be filed and all such Tax Returns are true, correct and complete in all material respects. All material Taxes that are due and payable by Citizens First, CF Bank or the Trust (whether or not shown on any Tax Return) have been paid. All material Taxes that were properly accruable as of any applicable balance sheet or call report date (but that were not then due and payable) are reflected as liabilities in the Citizens First Financial Statements as of that date (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income). Citizens First has delivered to GABC correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Citizens First, CF Bank or the Trust. There are no liens for Taxes upon the assets of Citizens First, CF Bank or the Trust except liens for current Taxes not yet due and payable.

        (b)   Citizens First, CF Bank and the Trust have not requested any extension of time within which to file any Tax Return which request is currently pending or has been granted and is in effect and Citizens First, CF Bank and the Trust have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax (as defined below) audit, review or other assessment or deficiency.

        (c)   No claim has ever been made by a Tax Authority (as defined below) in a jurisdiction wherein Citizens First, CF Bank or the Trust do not file Tax Returns that Citizens First, CF Bank or the Trust is or may be subject to taxation by that jurisdiction.

        (d)   Citizens First, CF Bank and the Trust have made all withholding of Taxes required to be made under all applicable laws, in connection with any compensation paid to any employee, independent contractor or creditor or other third-party except for such failures to withhold as would not reasonably be expected to have a Material Adverse Effect on Citizens First, CF Bank or the Trust, and the amounts of Tax withheld have been properly and timely paid over to the appropriate Tax Authorities.

        (e)   There is no Tax deficiency or claim assessed, proposed, pending or, to the knowledge of Citizens First, threatened (whether orally or in writing) against Citizens First, CF Bank or the Trust, except to the extent that adequate liabilities or reserves with respect thereto are accrued by Citizens First, CF Bank or the Trust in accordance with GAAP and set forth in the Citizens First Financial Statements or (i) such deficiency or claim is being contested in good faith by appropriate proceedings, (ii) no such accrual is required by GAAP and (iii) the nature and amount of the disputed Tax is set forth in Section 2.07(e) of the Citizens First Disclosure Schedule. Citizens First, CF Bank and the Trust do not have any income that was realized during a Tax period that began before the Closing Date that is or will be required to be included in a Tax Return of GABC or German American for a Tax period that begins on or after the Closing Date.

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        (f)    Citizens First, CF Bank and the Trust do not have any requests for a ruling pending with any Tax Authority. Citizens First, CF Bank and the Trust have not agreed to, and are not required to make, any adjustment pursuant to Section 481(a) of the Code by reason of a change in accounting method initiated by Citizens First, CF Bank or the Trust and neither the IRS nor any other Tax Authority has proposed any such adjustment or change in accounting method.

        (g)   All Tax sharing agreements or similar agreements with respect to or involving Citizens First, CF Bank or the Trust shall be terminated as of the Closing Date and, after the Closing Date, Citizens First, CF Bank and the Trust shall not be bound thereby or have any liability thereunder.

        (h)   Except as set forth in Section 2.07(h) of the Citizens First Disclosure Schedule, each of Citizens First, CF Bank and the Trust has not made any payments, is not obligated to make any payments, and is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of (i) any "excess parachute payment" within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local, or foreign Tax law).

        (i)    There are no excess loss accounts, deferred intercompany transactions, or other items of income, gain, loss, deduction or credit of Citizens First, CF Bank or the Trust under the federal consolidated return regulations or other comparable or similar provisions of law that must be recognized or may be triggered as a result of the consummation of the transactions contemplated by this Agreement.

        (j)    The following capitalized terms are defined for purposes of this Article II as follows:

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        Section 2.08.    Absence of Litigation.    Except as set forth in Section 2.08 of the Citizens First Disclosure Schedule, there are no claims of any kind, nor any action, suits, proceedings, arbitrations or investigations pending or, to the knowledge of Citizens First, threatened in any court or before any government agency or body, arbitration panel or otherwise (nor does Citizens First have any knowledge of a basis for any claim, action, suit, proceeding, arbitration or investigation) which could reasonably be expected to have a Material Adverse Effect. To the knowledge of Citizens First, there are no material uncured violations, criticisms or exceptions, or violations with respect to which material refunds or restitutions may be required, cited in any report, correspondence or other communication to Citizens First, CF Bank or the Trust as a result of an examination by any regulatory agency or body.

        Section 2.09.    Employment Matters.    

        (a)   Except as disclosed in Section 2.09(a) of the Citizens First Disclosure Schedule, each of Citizens First, CF Bank and the Trust, is not a party to or bound by any contract, arrangement or understanding (written or otherwise) for the employment, retention or engagement of any past or present officer or employee that, by its terms, is not terminable by Citizens First, CF Bank or the Trust, respectively, for any reason or for no reason, on thirty (30) days' written notice or less without the payment of any amount by reason of such termination.

        (b)   Citizens First, CF Bank and the Trust are and have been in material compliance with all applicable federal, state and local laws, regulations, ordinances and rulings respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and (i) Citizens First, CF Bank and the Trust are not engaged in any unfair labor practice or other employment and/or wage-related policy, practice or action in violation of any federal, state or local law, regulation, ordinance or ruling, including without limitation those related to wages and hours under the Fair Labor Standards Act (FLSA); (ii) there is no unfair labor practice or employment-related complaint against Citizens First, CF Bank or the Trust pending or, to the knowledge of Citizens First, threatened before any state or federal court, the National Labor Relations Board, the Equal Employment Opportunity Commission (EEOC), the Kentucky Commission on Human Rights ("KCHR"), the Kentucky Labor Cabinet (or Kentucky OSH) or any other federal, state or local administrative body relating to employment or employment-related policies, practices or conditions; (iii) there is no labor dispute, strike, slowdown or stoppage, or union representation proceedings or organizing activity actually occurring, pending or, to the knowledge of Citizens First, threatened against or directly affecting Citizens First, CF Bank or the Trust; and (iv) neither Citizens First nor CF Bank or the Trust has experienced any material work stoppage or other material labor difficulty during the past five (5) years.

        (c)   Except as disclosed in Section 2.09(c) of the Citizens First Disclosure Schedule, neither the execution nor the delivery of this Agreement, nor the consummation of any of the transactions contemplated hereby, will (i) result in any payment (including without limitation severance, unemployment compensation or golden parachute payment) becoming due to any director or employee of Citizens First, CF Bank or the Trust from any of such entities, (ii) increase any benefit otherwise payable under any of their respective employee plans or (iii) result in the acceleration of the time of payment of any such benefit. No amounts paid or payable by Citizens First, CF Bank or the Trust to or with respect to any employee or former employee of Citizens First, CF Bank or the Trust will fail to be deductible for federal income tax purposes by reason of Sections 162(m), 280G or 404 of the Code or otherwise.

        (d)   Except as set forth in Section 2.09(d) of the Citizens First Disclosure Schedule, all accrued obligations and liabilities of Citizens First, CF Bank or the Trust, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative)

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with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by Citizens First, CF Bank or the Trust for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by Citizens First, CF Bank or the Trust in accordance with generally accepted accounting and actuarial principles. Except as set forth in Section 2.09(d) of the Citizens First Disclosure Schedule, all obligations and liabilities of Citizens First, CF Bank and the Trust, whether arising by operation of law, by contract, or by past custom, for all forms of compensation, including, without limitation, deferred compensation, which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP. All accruals and reserves referred to in this Section 2.09(d) are correctly and accurately reflected and accounted for in the books, statements and records of Citizens First, CF Bank and the Trust.

        Section 2.10.    Reports.    Since January 1, 2014, Citizens First, CF Bank and the Trust have timely filed all reports, notices and other statements, together with any amendments required to be made with respect thereto, if any, that were required to be filed with (i) the Securities and Exchange Commission ("SEC"), (ii) the FRB, (iii) the FDIC, (iv) the KDFI, and (v) any other governmental authority with jurisdiction over Citizens First, CF Bank or the Trust. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with the relevant statutes, rules and regulations enforced or promulgated by the regulatory authority with which they were filed. Except as set forth in Section 2.10 of the Citizens First Disclosure Schedule, there is no unresolved violation with respect to any report or statement filed by, or any examination of, Citizens First, CF Bank or the Trust.

        Section 2.11.    Investment Portfolio.    All United States Treasury securities, obligations of other United States Government agencies and corporations, obligations of States and political subdivisions of the United States and other investment securities held by CF Bank, as reflected in the CF Bank Call Reports, are carried on the books of CF Bank in accordance with GAAP. CF Bank does not engage in activities that would require that it establish a trading account under applicable regulatory guidelines and interpretations.

        Section 2.12.    Loan Portfolio.    

        (a)   All loans and discounts shown in the CF Bank Call Reports, or which were entered into after December 31, 2017, but before the Closing Date, were and will be made in all material respects for good, valuable and adequate consideration in the ordinary course of the business of CF Bank, in accordance in all material respects with CF Bank's lending policies and practices unless otherwise approved by CF Bank's Board of Directors, and are not subject to any material defenses, set offs or counterclaims, including without limitation any such as are afforded by usury or truth in lending laws, except as may be provided by bankruptcy, insolvency or similar laws or by general principles of equity. The notes or other evidences of indebtedness evidencing such loans and all forms of pledges, mortgages and other collateral documents and security agreements are and will be, in all material respects, enforceable, valid, true and genuine. CF Bank has in all material respects complied and will through the Closing Date continue to comply in all material respects with all laws and regulations relating to such loans, or to the extent there has not been such compliance, such failure to comply will not materially interfere with the collection of any such loan. Except as disclosed in Section 2.12(a) of the Citizens First Disclosure Schedule, CF Bank has not sold, purchased or entered into any loan participation arrangement except where such participation is on a pro rata basis according to the respective contributions of the participants to such loan amount. Citizens First has no knowledge that

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any condition of property in which CF Bank has an interest as collateral to secure a loan or that is held as an asset of any trust violates the Environmental Laws (as defined in Section 2.15) in any material respect or obligates Citizens First, or CF Bank, or the owner or operator of such property to remedy, stabilize, neutralize or otherwise alter the environmental condition of such property.

        (b)   Except as set forth in Section 2.12(b) of the Citizens First Disclosure Schedule, there is no loan of CF Bank in excess of One Hundred Thousand Dollars ($100,000) that has been classified by Citizens First, applying applicable regulatory examination standards, as "Other Loans Specially Mentioned," "Substandard," "Doubtful" or "Loss," nor is there any loan of CF Bank in excess of One Hundred Thousand Dollars ($100,000) that has been identified by accountants or auditors (internal or external) as having a significant risk of uncollectability. CF Bank's report of classified assets and all loans in excess of One Hundred Thousand Dollars ($100,000) that the President and Chief Executive Officer and the Chief Financial Officer of Citizens First (collectively, "Citizens First's Management") have determined to be ninety (90) days or more past due with respect to principal or interest or have placed on nonaccrual status are set forth in the Section 2.12(b) of the Citizens First Disclosure Schedule.

        (c)   The reserves for loan and lease losses and the carrying value for other real estate owned which are shown on each of the balance sheets contained in the Citizens First Financial Statements are adequate in the judgment of Citizens First's Management and consistent with applicable bank regulatory standards and under GAAP to provide for losses, net of recoveries relating to loans and leases previously charged off, on loans and leases outstanding and other real estate owned (including accrued interest receivable) as of the applicable date of such balance sheet.

        (d)   Except as set forth in Section 2.12(d) of the Citizens First Disclosure Schedule, none of the investments reflected in the Citizens First Financial Statements and none of the investments made by Citizens First, CF Bank or the Trust since December 31, 2017 is subject to any restrictions, whether contractual or statutory, which materially impairs the ability of Citizens First, CF Bank or the Trust to dispose freely of such investment at any time. Except as set forth in Section 2.12(d) of the Citizens First Disclosure Schedule, Citizens First, CF Bank and the Trust are not parties to any repurchase agreements with respect to securities.

        Section 2.13.    ERISA.    

        (a)   Section 2.13 of the Citizens First Disclosure Schedule lists all "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and all pension retirement, stock, stock option, equity compensation, welfare benefit, savings, deferred compensation, incentive compensation, paid time off, severance pay, salary continuation, disability, fringe benefit and other employee benefit arrangements and plans maintained, established, participated in, sponsored, contributed to, or required to be contributed to by Citizens First, CF Bank or any ERISA Affiliate (as hereinafter defined) or under which any officer or employee of Citizens First or CF Bank or an ERISA Affiliate participates in his or her capacity as such an officer or employee, or with respect to which Citizens First, CF Bank or any ERISA Affiliate may have any liability or obligation (referred to individually as a "Plan" and collectively as the "Plans," unless otherwise specifically provided herein). For purposes of this Section 2.13, the term "ERISA Affiliate" means any person, entity, any trade or business (whether or not incorporated) that is treated as a single employer with Citizens First or CF Bank under Section 414 of the Code. Since December 31, 2016, neither Citizens First, CF Bank nor any ERISA Affiliate has maintained any "employee welfare benefit plan" (within the meaning of Section 3(1) of ERISA) or any "employee pension benefit plan" (within the meaning of Section 3(2) of ERISA) except for those Plans listed on the Disclosure Schedule. Neither Citizens First nor CF Bank has established, and does not maintain, participate in, sponsor, contribute to, and is not required to contribute to, any other employee benefit policies or practices, aside from the Plans listed in Section 2.13 of the Citizens First Disclosure Schedule.

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        (b)   As applicable, with respect to each of the Plans, Citizens First has delivered to GABC true and complete copies of (i) all Plan documents (including all amendments and modifications thereof) and in the case of an unwritten Plan, a written description thereof, and in either case all material related agreements that are currently in force including the trust agreement and amendments thereto, insurance contracts, administrative services agreements, and investment management agreements; (ii) the last three (3) filed Form 5500 series and all schedules and financial statements attached thereto, if any, required under ERISA or the Code in connection with each such Plan; (iii) the current summary plan descriptions and all material modifications thereto, if any, required under ERISA in connection with each such Plan; (iv) the three (3) most recent actuarial reports, financial statements and trustee reports; (v) copies of all private letter rulings, requests and determination letters issued with respect to the Plans and filings, summaries of self-corrections or other corrections made under the Employee Plans Compliance Resolution System as set forth in Revenue Procedure 2018-52, and any predecessor or successor thereto ("EPCRS"), or the Voluntary Fiduciary Correction or the Delinquent Filer Voluntary Compliance programs with respect to the Plans within the past three (3) years; (vi) all material communications to any employee or employees of Citizens First or CF Bank relating to any such Plan and any proposed Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to Citizens First or the CF Bank, (vii) all correspondence to or from any governmental agency relating to any such Plan, (viii) all model COBRA (as hereinafter defined) forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Plan, (x) all non-discrimination or other testing results required under Code section with respect to each such Plan for the three (3) most recent plan years, (xi) if applicable, all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each such Plan, (xii) the form of all privacy notices and all business associate agreements to the extent required under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"); and (xiii) the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Plan.

        (c)   Citizens First and CF Bank have performed all material obligations required to be performed by them under, are not in material default or material violation of, and neither Citizens First nor CF Bank has knowledge of any default or violation by any other party to, any Plan. All Plans listed on the Citizens First Disclosure Schedule comply in form and in operation in all material respects with all applicable requirements of law and regulation, including but not limited to the Code and ERISA. Except as listed on Section 2.13 of the Citizens First Disclosure Schedule, each "employee pension benefit plan," within the meaning of Section 3(2) of ERISA ("Pension Plan"), maintained or contributed to by Citizens First and CF Bank and which is intended to meet the qualification requirements of Section 401(a) of the Code has met such requirements at all times and has been and continues to be tax exempt under Section 501(a) of the Code, has been timely amended to comply with the provisions of recent legislation commonly referred to as "EGTRRA," the Pension Protection Act, commonly referred to as "PPA," and additional changes in law, has been timely submitted to the Internal Revenue Service (IRS) for a determination letter that takes amendments for EGTRRA, PPA and additional changes in law into account within the applicable remedial amendment period specified by Section 401(b) of the Code (or is entitled to rely on an opinion letter from the IRS), has received a determination letter from the IRS advising that such Plan is so qualified (or is entitled to rely on an opinion letter from the IRS), and nothing has occurred that could adversely affect the qualification of such Plan and no such determination letter (or an opinion letter from the IRS) received with respect to any Plan has been revoked, nor, to the knowledge of Citizens First, is it reasonably expected that any such letter would be revoked. Except as disclosed in Section 2.13 of the Citizens First Disclosure Schedule, neither Citizens First nor CF Bank has (i) become subject to any disallowance of deductions under Sections 419 or 419A of the Code; (ii) incurred any liability for excise tax under Sections 4972, 4975, or 4976 of the Code or any liability or penalty under ERISA; (iii) has engaged in any prohibited

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transaction; or (iv) breached any of the duties or failed to perform any of the obligations imposed upon the fiduciaries or plan administrators under Title I or ERISA.

        (d)   Except as disclosed in Section 2.13 of the Citizens First Disclosure Schedule, each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Citizens First or CF Bank (other than ordinary benefit claims and administration expenses). Neither Citizens First nor CF Bank would have any liability or contingent liability if any Plan (including without limitation the payment by Citizens First or CF Bank of premiums for health care coverage for active employees or retirees, or the spouses or other family members of such active employees or retirees) were terminated or if Citizens First or CF Bank were to cease its participation therein. Except as disclosed in the Citizens First Disclosure Schedule, neither Citizens First nor CF Bank nor any of their affiliates or persons acting on their behalf have made any written or oral promises or statements to employees or retirees or the spouses or other family members of such employees or retirees who are now living which might reasonably have been construed by them as promising "lifetime" or other vested rights to benefits under any Plan that cannot be unilaterally terminated or modified by Citizens First or CF Bank at their discretion at any time without further obligation.

        (e)   Except as disclosed in Section 2.13 of the Citizens First Disclosure Schedule, in the case of each Plan which is a defined benefit plan (within the meaning of Section 3(35) of ERISA), the net fair market value of the assets held to fund such Plan equals or exceeds the present value of all accrued benefits thereunder, both vested and nonvested, on a termination basis, as determined in accordance with an actuarial costs method acceptable under Section 3(31) of ERISA.

        (f)    On a timely basis, Citizens First and CF Bank have made all contributions or payments to or under each Plan as required pursuant to each such Plan, any collective bargaining agreements or other provision for reserves to meet contributions and payments under such Plans, which have not been made because they are not yet due.

        (g)   Except as provided in the Citizens First Disclosure Schedule, no Plan has ever acquired or held any "employer security" or "employer real property" (each as defined in Section 407(d) of ERISA).

        (h)   Neither Citizens First nor CF Bank has ever contributed to or is obligated to contribute under any "multiemployer plan" (as defined in Section 3(37) of ERISA). Except as disclosed in Section 2.13 of the Citizens First Disclosure Schedule, neither Citizens First nor CF Bank has ever maintained, established, sponsored, participated in, or contributed to, any pension plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. Except as set forth in Section 2.13 of the Citizens First Disclosure Schedule, none of the Plans is a multiple employer plan (as defined in Section 413(c) of the Code) and neither Citizens First nor CF Bank has participated in or been obligated to contribute to a multiple employer plan (as defined in Section 413(c) of the Code). None of the Plans is a "multiple employer welfare arrangement" within the meaning of Section 3(40) of ERISA.

        (i)    Citizens First and CF Bank have complied in all material respects with all requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), HIPAA, the Family and Medical Leave Act of 1993, as amended, the Women's Health and Cancer Rights Act of 1998, the Newborns' and Mothers' Health Protection Act of 1996 and any similar provisions of state law applicable to their employees, to the extent so required. To the extent required under HIPAA and the regulations issued thereunder, Citizens First and CF Bank have, prior to the Effective Time, performed all material obligations under the medical privacy rules of HIPAA (45 C.F.R. Parts 160 and 164), the electronic data interchange requirements of HIPAA (45 C.F.R. Parts 160 and 162), and the security requirements of HIPAA (45 C.F.R. Part 142). Neither Citizens First nor CF Bank has unsatisfied material obligations to any employees or qualified beneficiaries pursuant to COBRA,

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HIPAA or any state law governing health care coverage or extension. Except as listed in the Citizens First Disclosure Schedule, neither Citizens First nor CF Bank provides or is obligated to provide health or welfare benefits to any current or future retired or former employee, or the spouse or other family member of such retired or former employee, other than any benefits required to be provided under COBRA. Each Plan is in material compliance with the Patient Protection and Affordable Care Act and its companion bill, the Health Care and Education Reconciliation Act of 2010, to the extent applicable.

        (j)    There are no pending audits or investigations by any governmental agency involving the Plans, and to Citizens First's knowledge no threatened or pending claims (except for individual claims for benefits payable in the normal operation of the Plans), suits or proceedings involving any Plan, any fiduciary thereof or service provider thereto, nor to Citizens First's knowledge is there any reasonable basis for any such claim, suit or proceeding.

        (k)   Since January 1, 2016, there has been no amendment to, announcement by Citizens First or CF Bank relating to, or change in employee participation or coverage under, any Plan which would increase materially the expense of maintaining such Plan above the level of the expense incurred therefor for the most recent fiscal year, except for increases directly resulting from an increase in the number of persons employed by Citizens First or CF Bank or promotions of existing employees in the ordinary course of business consistent with past practice.

        (l)    Except as disclosed in the Citizens First Disclosure Schedule, the Mergers will not result in the payment, vesting or acceleration of any benefit under any Plan sponsored or contributed to by Citizens First or CF Bank. Except as disclosed in Section 2.13 of the Citizens First Disclosure Schedule, no Plan provides for "parachute payments" within the meaning of Section 280G of the Code.

        Section 2.14.    Title to Properties; Insurance.    Each of Citizens First, CF Bank and the Trust own good, marketable and indefeasible fee simple title to all real properties reflected on the Citizens First Financial Statements as being owned by such entities and used by Citizens First, CF Bank or the Trust in their respective businesses (collectively, the "Fee Real Estate"), free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Citizens First Financial Statements and easements, rights-of-way, and other restrictions of record which would not materially interfere, prevent or frustrate the current use of the Fee Real Estate). A list and description of the locations of all Fee Real Estate are set forth in Section 2.14(i) of the Citizens First Disclosure Schedule. Except as otherwise disclosed to GABC, the Fee Real Estate is not subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any Person of any right relating to the purchase, use, occupancy or enjoyment of such property or any portion thereof. To the knowledge of Citizens First, no portion of the Fee Real Estate is operated as a nonconforming use under applicable zoning codes. To the knowledge of Citizens First, no portion of the Fee Real Estate is located in either a "Special Flood Hazard Area" pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a "100 year" flood as provided by any Governmental Entity. All material leasehold interests used by Citizens First and CF Bank in their respective operations (collectively, the "Leased Real Estate" and, together with the Fee Real Estate, the "Real Estate") are held pursuant to lease agreements (collectively, the "Leases") which are valid and enforceable in accordance with their terms. True, complete and correct copies of the Leases have been provided to GABC, and a list of the Leases are set forth in Section 2.14(ii) of the Citizens First Disclosure Schedule. There is no breach or default in any material respect by any party under any Lease that is currently outstanding, and no party to any Lease has given notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Estate is subject to any sublease or grant to any Person of any right to the use, occupancy or enjoyment of the property or any portion thereof. Except as set forth in Section 2.14(iii) of the Citizens First Disclosure Schedule, no consent under any Lease is required in connection with the transactions contemplated by this Agreement. To the knowledge of Citizens First, the Real Estate complies in all material respects with all applicable private agreements,

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zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of Citizens First, threatened with respect to the Real Estate. All licenses and permits necessary for the occupancy and use of the Real Estate for the current use of the Real Estate have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Real Estate are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. Citizens First, CF Bank and the Trust have valid title or other ownership or use rights under licenses to all material intangible personal or intellectual property used by Citizens First, CF Bank or the Trust in their respective businesses free and clear of any claim, defense or right of any other person or entity that is material to Citizens First's, CF Bank's or the Trust's ownership or use rights to such property, subject only to rights of the licensor pursuant to applicable license agreements, which rights do not materially adversely interfere with the use or enjoyment of such property. All insurable properties owned or held by Citizens First, CF Bank or the Trust are insured in such amounts, and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with companies of the same size and in the same business.

        Section 2.15.    Environmental Matters.    

        (a)   As used in this Agreement, "Environmental Laws" means all local, state and federal environmental laws and regulations in all jurisdictions in which Citizens First, CF Bank or the Trust has done business or owned property, including, without limitation, the Federal Resource Conservation and Recovery Act, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Federal Clean Water Act, the Federal Clean Air Act and the Federal Toxic Substances Control Act.

        (b)   To the knowledge of Citizens First and CF Bank, neither (i) the conduct by Citizens First, CF Bank or the Trust of operations at any property, whether currently or previously owned or leased, nor (ii) any condition of any property currently or previously owned or leased by Citizens First, CF Bank or the Trust nor, (iii) the condition of any property currently or previously held by Citizens First, CF Bank or the Trust, violates or violated Environmental Laws in any material respect, and no condition or event has occurred with respect to any such property that, with notice or the passage of time, or both, would constitute a material violation of Environmental Laws or obligate (or potentially obligate) Citizens First, CF Bank or the Trust to remedy, stabilize, neutralize or otherwise alter the environmental condition of any such property. Citizens First, CF Bank and the Trust have not received any written notice from any person or entity that Citizens First, CF Bank or the Trust, or the operation of any facilities or any property currently or previously owned or leased by any of them, or currently or previously held as a trust asset, are or were in violation of any Environmental Laws or that any of them is responsible (or potentially responsible) for the cleanup of any pollutants, contaminants, or hazardous or toxic wastes, substances or materials at, on or beneath any such property.

        Section 2.16.    Compliance with Law.    Citizens First, CF Bank and the Trust have not engaged in any activity nor taken or omitted to take any action which has resulted or, to the knowledge of Citizens First's Management, could reasonably be expected to result, in the violation of any local, state, federal or foreign law, statute, rule, regulation or ordinance or of any order, injunction, judgment or decree of any court or government agency or body, the violation of which could reasonably be expected to have a Material Adverse Effect on Citizens First. Citizens First, CF Bank and the Trust each have all material licenses, franchises, permits and other governmental authorizations that are legally required to enable them to conduct their respective businesses as presently conducted and are in compliance in all material respects with all applicable laws and regulations. The offer and sale by Citizens First of shares of Citizens First Common that are issued and outstanding, and the issuance of Citizens First Common to holders of Performance Units that have occurred or may occur prior to the Closing Date, have been and will be either registered or qualified under the Securities Act of 1933, as amended (the "1933 Act"), and the securities laws of all states or other jurisdictions that may be applicable, or have

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been or will be exempt from such registration and qualification requirements. Citizens First, CF Bank and the Trust are not subject to any agreement, commitment or understanding with, or order and directive of, any regulatory agency or government authority with respect to the business or operations of Citizens First, CF Bank or the Trust. CF Bank has not received any notice of enforcement actions or criticisms since January 1, 2015 from any regulatory agency or government authority relating to its compliance with the Bank Secrecy Act, the Truth-in-Lending Act, the Community Reinvestment Act, the Gramm-Leach-Bliley Act of 1999, the USA Patriot Act, the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act or any laws with respect to the protection of the environment or the rules and regulations promulgated thereunder. Citizens First has not received any notice of enforcement actions or criticisms since January 1, 2015, from any regulatory agency or government authority relating to its compliance with any securities laws applicable to Citizens First. CF Bank received a rating of "satisfactory" or better in its most recent examination or interim review with respect to the Community Reinvestment Act. To the knowledge of Citizens First and CF Bank, there is no fact or circumstance or set of facts or circumstances that would cause CF Bank to fail to com