(a) The annual meeting of the shareholders of Sandy Spring Bancorp, Inc. (the "Company") was held on May 2, 2012.

(b) The matters considered and voted on by the shareholders at the annual meeting and the vote of the shareholders were as follows:

1. The shareholders elected the following individuals as directors, each for a three-year term, by the following vote:

                                        Shares
                Name                  Voted For        Votes Withheld
                Susan D. Goff          16,663,026            1,014,468
                Robert L. Orndorff     16,648,752            1,028,742
                Daniel J. Schrider     15,869,010            1,808,484

The shareholders elected the following individuals as directors, each for a one-year term, by the following vote:

                                         Shares
               Name                    Voted For        Votes Withheld
               Robert E. Henel, Jr.     17,097,029              580,465
               Gary G. Nakamoto         16,537,995            1,139,499

There were 3,153,807 broker non-votes in the election of directors.

2. The shareholders voted in favor of the non-binding resolution to approve the compensation of the named executive officers by the following vote:

Shares Voted For Shares Voted Against Abstentions 12,869,371 4,721,882 86,239

There were 3,153,809 broker non-votes on the proposal.

3. The shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 by the following vote:

Shares Voted For Shares Voted Against Abstentions 20,707,524 86,892 36,885

There were no broker non-votes on the proposal.