The Annual Meeting of the shareholders of LCNB was held on April 24, 2012. At the meeting, the following items were voted on by the shareholders of LCNB:

1.

Electing two Class I directors for a three-year term; and

2.

Ratifying the appointment of J.D. Cloud & Co., LLP as the independent registered accounting firm for LCNB for the fiscal year ending December 31, 2012.

The following nominees were elected as Class I directors by the votes indicated below. In addition to the votes reported below, there were 584,885 broker non-votes on the proposal for the election of directors.

     Director          For     Withheld
Stephen P. Wilson   4,185,813     3,185
Spencer S. Cropper  4,185,813     3,185

The ratification of the appointment of J.D. Cloud & Co., LLP as the independent registered accounting firm for LCNB was approved by the votes indicated below.
There were no broker non-votes on this proposal.

For Against Abstained
5,317,532 4,155 22,533