FARMERS & MERCHANTS BANCORP INC

The affirmative vote of a majority of the votes cast by the holders of the Company’s common stock on Proposal Three is required to approve the non-binding advisory vote on the appointment of the independent registered public accounting firm.

If you hold your shares in a trust or brokerage account (sometimes referred to as holding shares in “street name”) please note that your bank or brokerage firm has “no discretionary” voting authority with respect to Proposals One and Two and therefore cannot vote on such proposals in the absence of your instructions. As a result, unless you direct your broker on how to vote your shares with respect to one or both of Proposals One and Two, your shares will remain un-voted on such proposals. This is commonly referred to as a “broker non-vote.” Although abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum, neither are considered to be votes cast.

With respect to Proposal One, directors are elected by a plurality of the votes cast. As a consequence, abstentions and broker non-votes will have no effect on the outcome of the election of directors under Proposal One.

With respect to Proposal Two the “Say-on-Pay” proposal, the affirmative vote of a majority of the votes cast by the holders of the Company’s common stock is required to endorse, on a non-binding basis, our executive compensation programs. As a consequence, abstentions and broker non-votes will have no effect on the outcome of Proposal Two.

With respect to Proposal Three the non-binding advisory vote on the appointment of the independent registered public accounting firm, the affirmative vote of a majority of the votes cast by the holders of the Company’s common stock is required to approve. As a consequence, abstentions and broker non-votes will have no effect on the outcome of Proposal Three.