Summary of BANK OF THE JAMES FINANCIAL GROUP INC

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 15, 2012, Bank of the James Financial Group, Inc. (the "Company") held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 6, 2012:

Х The election of four Group Three directors to the Company's board of directors for a three year term to expire at the Company's 2015 annual meeting of shareholders; and

Х The election of one Group Two director to the Company's board of directors for a two year term to expire at the Company's 2014 annual meeting of shareholders; and

Х The ratification of Yount, Hyde & Barbour, P.C. to serve as independent auditors of the Company for the year ended December 31, 2012.

As of March 23, 2012 the record date for the determination of the shareholders entitled to notice of, and vote at the Annual Meeting, there were 3,342,415 shares of common stock outstanding and eligible to vote. 2,165,576 shares, or approximately 64.79% of the outstanding shares, were represented at the meeting in person or by proxy. The following are the final votes on the matters presented to the shareholders at the Annual Meeting as follows:

Proposal No.1. The Company's shareholders elected one Group Two director to serve on the Board of Directors for a two year term to expire at the Company's 2014 annual meeting of shareholders and four Group Three Directors for a three year term to expire at the Company's 2015 annual meeting of shareholders , as set forth below:

                                  Group Two Director
                                         Votes                 Broker
               Name                       For      Withheld   Non-Votes
               Julie P. Doyle          1,399,159    11,510     754,907

                                Group Three Directors
                                         Votes                 Broker
               Name                       For      Withheld   Non-Votes
               Lewis C. Addison        1,406,832    3,837      754,907
               John R. Alford, Jr.     1,406,832    3,837      754,907
               William C. Bryant III   1,360,822    49,847     754,907
               J. Todd Scruggs         1,384,568    26,101     754,907

Proposal No. 2. The Company's shareholders ratified the appointment of Yount, Hyde & Barbour, P.C., of Winchester, Virginia, as the Company's independent registered public accounting firm for the year ending December 31, 2012, as set forth below:

                      Votes      Votes                   Broker
                       For      Against   Abstentions   Non-Votes
                    2,160,988    2,297       2,291          0