Summary of C & F FINANCIAL CORP

Item 5.07 Submission of Matters to a Vote of Security Holders

C&F Financial Corporation held its Annual Meeting of Shareholders on April 17, 2012. A quorum of shareholders was present, consisting of a total of 2,670,357 shares. Matters voted upon were (1) the election of three class I directors to serve until the 2015 Annual Meeting, (2) approval, in an advisory vote, of the compensation of the Corporation's named executive officers, and (3) ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Corporation's independent registered public accountant for the fiscal year ending December 31, 2012.

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set out below.

Election of Directors

                                                      Broker
Director                  For         Withheld      Non-Votes
Larry G. Dillon         1,969,409        34,608        666,340
James H. Hudson III     1,824,861       179,156        666,340
C. Elis Olsson          1,978,227        25,790        666,340



                                                                                            Broker
                                               For          Against       Abstention      Non-Votes
Approval of the Advisory Vote on
Compensation of C&F Financial
Corporation's Named Executive Officers       1,821,248        73,108          109,661        666,340




                                               For          Against        Abstention      Broker Non-Votes
Ratification of the Appointment of
Yount, Hyde & Barbour, P.C. as
Corporation's Independent Registered
Accountant                                   2,644,925            380           25,052                     0