On June 14, 2012, Heritage Bankshares, Inc. ("Heritage") held its 2012 Annual Meeting of Shareholders (the "2012 Annual Meeting") in Norfolk, Virginia. Proxies with respect to the matters voted on at the 2012 Annual Meeting were solicited by Heritage under Regulation 14A of the Securities Exchange Act of 1934, as amended, pursuant to its Proxy Statement dated April 26, 2012.

A total of 2,305,965 shares of Heritage common stock were issued and outstanding on April 16, 2012, the record date for the 2012 Annual Meeting. At the 2012 Annual Meeting, 1,682,734 shares of common stock were present either in person or by proxy, representing 73.0% of the outstanding shares of common stock and constituting a quorum.

A brief description and the final results of the voting for each matter submitted to a vote of shareholders at the 2012 Annual Meeting follows:

Proposal One: Election of Directors

All persons nominated for election as "Class 3" directors were elected by the shareholders to serve for three-year terms, until the 2015 Annual Meeting of Shareholders, and until their successors are elected and qualified. The voting for each director was as follows:

         Nominee                      For         Withheld      Broker Non-Votes
         Lisa F. Chandler           1,262,991         2,458               417,285
         Stephen A. Johnsen         1,259,413         6,036               417,285
         Thomas G. Johnson, III     1,188,813        76,636               417,285
         Charles R. Malbon, Jr.     1,259,413         6,036               417,285
         L. Allan Parrott, Jr.      1,262,699         2,750               417,285

Proposal Two: Ratification of Independent Registered Public Accounting Firm

The shareholders voted on and approved the ratification of Elliott Davis LLC as Heritage's independent registered public accounting firm for the fiscal year ending December 31, 2012. The votes on this proposal were as follows:

For Against Abstain 1,681,739 200 795