CAPITAL CITY BANK GROUP INC

PART

IV

Signatures

INTRODUCTORY NOTE

This Annual Report on Form 10-K contains “forward-looking statements” within

the meaning of the Private Securities Litigation

Reform Act of 1995. These forward-looking statements include, among others,

statements about our beliefs, plans, objectives,

goals, expectations, estimates and intentions that are subject to significant

risks and uncertainties and are subject to change based

on various factors, many of which are beyond our control.

The words “may,” “could,”

“should,” “would,” “believe,”

“anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “vision,”

“goal,” and similar expressions are intended to identify

forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties.

Our actual future results may differ

materially from those set forth in our forward-looking statements.

In addition to those risks discussed in this Annual Report under Item 1A Risk Factors, factors

that could cause our actual results

to differ materially from those in the forward-looking

statements, include, without limitation:

●

The effects of and changes in trade and monetary and fiscal policies and

laws, including the interest rate policies of the

Federal Reserve Board;

●

Inflation, interest rate, market and monetary fluctuations;

●

Local, regional, national, and international economic conditions and

the impact they may have on us and our clients

and our assessment of that impact;

●

The costs and effects of legal and regulatory developments, the

outcomes of legal proceedings or regulatory or other

governmental inquiries, the results of regulatory examinations or

reviews and the ability to obtain required regulatory

approvals;

●

The effect of changes in laws and regulations (including

laws and regulations concerning taxes, banking, securities,

and insurance) and their application with which we and our subsidiaries must comply;

●

The effect of changes in accounting policies and practices, as may

be adopted by the regulatory agencies, as well as

other accounting standard setters;

●

The accuracy of our financial statement estimates and assumptions;

●

Changes in the financial performance and/or condition of our borrowers;

●

Changes in the mix of loan geographies, sectors and types or the level of non-performing

assets and charge-offs;

●

Changes in estimates of future credit loss reserve requirements based upon

the periodic review thereof under relevant

regulatory and accounting requirements;

●

Changes in our liquidity position;

●

The timely development and acceptance of new products and services and

perceived overall value of these products

and services by users;

●

Changes in consumer spending, borrowing, and saving habits;

●

Greater than expected costs or difficulties related to the

integration of new products and lines of business;

●

Technological changes;

●

The cost and effects of cyber incidents or other failures, interruptions,

or security breaches of our systems or those of

our customers or third-party providers;

●

Acquisitions and integration of acquired businesses;

●

Impairment of our goodwill or other intangible assets;

●

Changes in the reliability of our vendors, internal control systems, or information

systems;

●

Our ability to increase market share and control expenses;

●

Our ability to attract and retain qualified employees;

●

Changes in our organization, compensation, and benefit

plans;

●

The soundness of other financial institutions;

●

Volatility

and disruption in national and international financial and commodity

markets;

●

Changes in the competitive environment in our markets and among banking

organizations and other financial service

providers;

●

Government intervention in the U.S. financial system;

●

The effects of natural disasters (including hurricanes),

widespread health emergencies (including pandemics), military

conflict, terrorism, civil unrest, climate change or other geopolitical events;

●

Our ability to declare and pay dividends;

●

Structural changes in the markets for origination, sale and servicing of residential

mortgages;

●

Any inability to implement and maintain effective internal

control over financial reporting and/or disclosure control;

●

Negative publicity and the impact on our reputation; and

●

The limited trading activity and concentration of ownership of our common

stock.

However, other factors besides those listed in Item

1A Risk Factors or discussed in this Annual Report and our other filings with

the Securities and Exchange Commission (the “SEC”) also could adversely

affect our results, and you should not consider any

such list of factors to be a complete set of all potential risks or uncertainties.

Any forward-looking statements made by us or on

our behalf speak only as of the date they are made.

We do not undertake

to update any forward-looking statement, except as

required by applicable law.

PART

I