celebrating our sesquicentennial The First National Bank of Wellsborough Circa 1880 Over the past 150 years Citizens & Northern Bank, a subsidiary of Citizens & Northern Corporation, has withstood wars, a depression, recessions, fires, floods, robbery and periods of intense and rapid change. C&N was established during pioneer times and against the backdrop of the Civil War. From a single office in Wellsboro to 26 full service offices in eight counties and two states, C&N remains an excellent example of community banking at its best. 150 years of service to our local communities. 150 years of dedication to our clients. 2013 annual highlights

Reaching a milestone in our long, rich history 2014 marks the 150th anniversary of Citizens & Northern Bank, a subsidiary of Citizens & Northern Corporation. One of the earliest national banks in the United States, Citizens & Northern has weathered the storms of war and depression, and has celebrated with the community during times of prosperity. Founded as the First National Bank of Wellsborough, Citizens & Northern has grown to 26 offices in eight counties and two states. Throughout this year’s Annual Highlights you will find glances of important dates in our journey over the past 150 years. 150YEARS 1864-2014 As we look back, we can’t help but be excited for the next 150 years and the challenges that lie ahead. 1863 Chester Robinson J.L. Robinson William Bache Wellsboro businessmen Chester and John Robinson, along with William Bache, are concerned that Wellsboro cannot prosper without its own bank. They raise $50,000 as seed money to get the bank started.

Our Corporate Profile Citizens & Northern Bank is a bank holding company with assets of approximately $1.2 billion and is headquartered in Wellsboro, PA. Banking services are provided by its subsidiary, Citizens & Northern Bank, from 26 banking offices in Bradford, Cameron, Lycoming, McKean, Potter, Sullivan and Tioga Counties in Pennsylvania and Steuben County in New York. Investment products are offered through C&N Investment Services and insurance products are offered through C&N Financial Services Corp. Trust services are offered by Citizens & Northern Bank through the C&N Trust and Financial Management Group. Citizens & Northern Corporation stock trades on the NASDAQ Capital Market Securities under the symbol CZNC. Citizens & Northern Corporation officers include: Charles H. Updegraff, Jr., chairman, president and CEO Mark A. Hughes, treasurer Jessica R. Brown, corporate secretary 1864 With the Civil War as a background, on Feb. 27, 1864, Chester and John Robinson, William Bache and five other Wellsboro businessmen signed the Articles of Association for the newly-formed First National Bank of Wellsborough. (1)

A Message From Our Chairman, President and CEO Charles H. Updegraff, Jr. I am pleased to report that 2013 was another financially strong year for Citizens & Northern Corporation. Net income for the year was $18,594,000 compared with $22,705,000 for 2012, a decline of 18.11%. Return on average assets (ROAA) was 1.50%, return on average equity (ROAE) was 10.25% and earnings per share were $1.51 basic and $1.50 diluted. While these financial results are lower than the past two years, net income for 2013 was the third highest in company history and C&N’s performance remains near the top of its peer group. While earnings remained strong, there were a number of factors that negatively impacted earnings. First and foremost, the Federal Reserve Bank’s desire to keep interest rates low resulted in margin compression as reflected by a 9.35% reduction of net interest income. Secondly, the loan loss provision for 2013 increased $1,759,000 as the bank established an allowance of $1,522,000 on loans to one commercial customer. Finally, the bank incurred additional professional fees expense of $1,048,000 as the result of two consulting engagements. One engagement sought out recommendations for potential increases in revenues, mainly related to service charges on deposit accounts. The other engagement related to debit card operations and electronic funds processing. Reductions in electronic funds processing expenses are expected to be realized over approximately the next five years. With future non-interest income being threatened by current legislation, management felt it prudent to undertake these engagements to protect future revenue streams. Even with the significant increase in consulting fees the bank still maintained an excellent efficiency ratio of 53.27%. Our balance sheet remained relatively flat with a modest reduction in assets of 3.82%. Net loans outstanding decreased by 6.12%. The reduction in outstanding loans includes a reduction in residential mortgage loans on the balance sheet, as the bank continued to generate a significant number of residential real estate mortgages that were sold in the secondary market instead of being placed in portfolio. Continued Page 3 1864 With the issuance of the 328th National Bank Charter by the United States on March 21, 1864, the First National Bank of Wellsborough was officially formed. On the left is the original First National Bank building. (2)

A Message From Our President Continued from Page 2 More specifically, the outstanding balance of mortgage loans sold with servicing retained increased C&N’s capital ratios substantially exceed the $45,323,000 or 45.04%. Outstanding commercial loans regulatory definition of “well capitalized”. decreased $26,176,000, reflecting an extremely Our challenge remains discovering opportunities competitive marketplace and fairly weak economic to leverage this excess capital while enhancing conditions. In this challenging environment we shareholder value. experienced pay-offs of several large commercial loans in 2013, as we made a conscious decision to maintain a balanced approach to loan terms and conditions that We are optimistic that we can grow loan production will benefit the bank in the long-term. With portfolio along with adding value to our customers. loans dropping and an historically low interest rate environment that provided a lack of prudent investment Another significant investment that C&N made during alternatives offering a commensurate return for the 2013 was to remain compliant and to prepare for a assumed interest rate and credit risk, the bank was less myriad of new regulations. The bank is in the process aggressive with its deposit pricing. While this decision of replacing or retro-fitting all of our ATM’s to be was a contributing factor to the 5.32% drop in deposits compliant with the latest changes stemming from the and repo sweep account balances, it was also a factor Americans with Disabilities Act. Extensive time and in slowing the decline of our net interest margin as a resources have been expended to prepare for result of the aforementioned margin compression. compliance with the Qualified Mortgage “QM” rules that became effective January 10, 2014. The rules and C&N’s capital ratios substantially exceed the regulatory regulations promulgated as a result of the Dodd-Frank definition of “well capitalized”. Our challenge remains legislation places additional stress on bank earnings discovering opportunities to leverage this excess with the potential for restricting credit and slowing the capital while enhancing shareholder value. process for credit-worthy customers. Our lending team is working hard to address the new requirements as In last year’s message I announced a bank-wide efficiently as possible. “Superior Customer Service” initiative. I am pleased to announce that the initiative is well under way. All bank Trust Assets Under Management were $796,115,000 at employees have received some level of training with year-end, an increase of 12.46%. Trust and brokerage front-line sales personnel receiving more intensive income for the year was $4,871,000, or 4.80% higher training. The training will allow our employees to than the prior year. We continue to feel that there are deepen and broaden relationships with current and significant opportunities to grow assets under prospective customers. When we deliver a superior management and fee income within our geographic customer service experience we will bring value to the footprint. customer and we will have created a stronger bond with our clients. We are energized by the challenges we face, and with teamwork we are confident that we can adapt to the In addition to the substantial investment in training over changes that are rapidly occurring within the financial the past year we have begun to hire additional lenders services industry. We solicit your continued to increase the “boots on the ground” to assist in support, and welcome your feedback growing our loan portfolio. During the fourth quarter of as we work daily to enhance 2013 we hired a sales manager to assist in coaching shareholder value. and driving our lending team’s loan production. 1864 On May 17, 1864, the First National Bank of Wellsborough opened for business. The first day nine residents deposited a total of $5,030.80. One of the bank’s founders, William Bache, is the first president of the new financial institution. (3)

Five Year Comparison 2013 $18,594 2013 1.00 2013 $954,516 2012 $22,705 2012 0.84 2012 $1,006,106 2011 $23,368 2011 0.58 2011 $1,018,206 $19,055 0.39 2010 $1,004,348 2010 2010 ($39,335) 2009 2009 0.72 2009 $926,789 NET INCOME in thousands CASH DIVIDENDS DECLARED DEPOSITS in thousands PER SHARE 2013 $644,303 2013 $1,237,695 2013 $179,472 2012 $683,910 2012 $1,286,907 2012 $182,786 2011 $708,315 2011 $1,323,735 2011 $167,385 2010 $730,411 2010 $1,316,588 2010 $138,944 2009 $721,011 2009 $1,321,795 2009 $152,410 GROSS LOANS in thousands TOTAL ASSETS in thousands TOTAL SHAREHOLDERS’ EQUITY in thousands 1873 On October 23, 1873, a massive fire destroyed the entire business block in Wellsboro, including the First National Bank. The bank lost $100,000 in the blaze. That fire was followed by an even more severe fire on April 1, 1874. Businesses and homes between Crafton and Walnut Streets in Wellsboro were leveled. (4)

Mergers, Acquisitions, New Branches 1897 The First National Bank of Wellsborough takes over the assets of Wellsboro National Bank 1961 Tioga Branch Opens 1964 The bank purchases assets of Farmers National Bank of Liberty, the Pattison National Bank of Elkland and the First National Bank of Knoxville. The bank’s name is changed to Northern National Bank and Trust Company 1971 Northern National Bank and Trust Company of Wellsboro and Citizens National Bank of Towanda merge, forming Citizens & Northern Bank. 1971 Monroeton office opens 1972 C&N merges with the First National Bank of Ralston 1977 C&N merges with Sullivan County National Bank 1984 C&N merges with Farmers National Bank of Athens 1990 C&N merges with the First National Bank of East Smithfield 1998 Mansfield branch opens 2000 Muncy branch opens 2004 The Williamsport Court Street and South Williamsport branches open 2005 Jersey Shore branch opens 2005 Citizens & Northern Corp. and Canisteo Valley Corp. merge 2006 Old Lycoming branch opens 2007 C&N merges with Citizens Bancorp., Inc. 1874 On Sept. 16, 1874, the bank suffered massive losses following an infamous robbery that captured the imagination of local residents. A group of professional burglars, masked and armed with lanterns and pistols, forced the bank’s cashier to open the vault. The burglars fled with $30,000 in negotiable bonds, $10,000 in registered bonds and $20,000 in non-negotiable securities. (5)

Quarterly Share Data Trades of the Corporation’s stock are executed through various brokers who maintain a market in the Corporation’s stock. The Corporation’s stock is listed on NASDAQ Capital Market Securities with the trading symbol CZNC. The following tables show the approximate high and low sales price of the common stock during 2013 and 2012. 2013 High Low Dividend per Quarter First Quarter $20.00 $18.65 $0.25 Second Quarter $20.46 $18.51 $0.25 Third Quarter $21.45 $19.08 $0.25 Fourth Quarter $21.00 $19.37 $0.25 2012 High Low Dividend per Quarter First Quarter $22.48 $18.12 $0.18 Second Quarter $20.69 $16.79 $0.20 Third Quarter $20.80 $17.78 $0.22 Fourth Quarter $20.25 $17.51 $0.24 1875 Having outgrown its original building, a two-story brick building is built and the bank moves to the corner of Main and Crafton Streets. All bank personnel moved into the building in 1876 and continued to The second National Bank building work from there for the next 45 years. (6)

Common Stock and Per Share Data (Per common share) 2013 2012 2011 2010 2009 Basic earnings per share $1.51 $1.86 $1.92 $1.45 $(4.40) Diluted earnings per share 1.50 1.85 1.92 1.45 (4.40) Cash dividends per share 1.00 0.84 0.58 0.39 0.72 Book value per share at period end 14.49 14.89 13.77 11.43 10.46 Tangible book value at period end 13.51 13.91 12.77 10.42 9.43 Weighted average common shares outstanding - basic 12,352,383 12,235,748 12,162,045 12,131,039 9,271,869 Weighted average common shares outstanding - diluted 12,382,790 12,260,208 12,166,768 12,131,039 9,271,869 Balance sheet at year-end (in thousands) 2013 2012 2011 2010 2009 Available-for-sale securities 482,658 472,577 481,685 443,956 396,288 Gross loans 644,303 683,910 708,315 730,411 721,011 Allowance for loan losses 8,663 6,857 7,705 9,107 8,265 Assets 1,237,695 1,286,907 1,323,735 1,316,588 1,321,795 Deposits 954,516 1,006,106 1,018,206 1,004,348 926,789 Borrowings 96,723 89,379 130,313 166,908 235,471 Stockholders’ equity 179,472 182,786 167,385 138,944 152,410 Common stockholders’ equity (excluding preferred stock) 179,472 182,786 167,385 138,944 126,661 1897 The First National Bank took over the assets of the nine-year-old Wellsboro National Bank in 1897. The bank reorganized with William D. Van Horn succeeding Leonard Harrison as president. Leonard Harrison W.D. Van Horn (7)

Five-year summary of operations Income statement (in thousands) 2013 2012 2011 2010 2009 Interest and fee income $48,914 $56,632 $61,256 $62,114 $67,976 Interest expense 5,765 9,031 13,556 19,245 24,456 Net interest income 43,149 47,601 47,700 42,869 43,520 Provision (credit) for loan losses 2,047 288 (285) 1,191 680 Net interest income after provision (credit) for loan losses 41,102 47,313 47,985 41,678 42,840 Noninterest income excluding securities gains (losses) 16,451 16,383 13,897 13,809 12,711 Net impairment losses recognized in earnings from available-for-sale securities (25) (67) 0 (433) (85,363) Net realized gains on available-for-sale securities 1,743 2,749 2,216 1,262 1,523 Loss on prepayment of debt 1,023 2,333 0 0 0 Noninterest expense excluding loss on prepayment of debt 33,471 32,914 32,016 31,461 33,701 Income (loss) before income tax provision (credit) 24,777 31,131 32,082 24,855 (61,990) Income tax provision (credit) 6,183 8,426 8,714 5,800 (22,655) Net income (loss) 18,594 22,705 23,368 19,055 (39,335) U.S. Treasury preferred dividends 0 0 0 1,474 1,428 Net income (loss) available to common shareholders $18,594 $22,705 $23,368 $17,581 ($40,763) 1929 The stock market crash of October, 1929 was followed by the most severe depression in American history. The discovery of natural gas in Tioga County helped to shield the area from the worst of the crisis. The influx of people into the county seeking gas leases and locations saw the area through the first years of the depression. (8)

Five-year summary of operations Average balance sheet (in thousands) 2013 2012 2011 2010 2009 Total assets $1,237,096 $1,305,163 $1,313,445 $1,326,145 $1,296,086 Earning assets 1,145,340 1,199,538 1,208,584 1,205,608 1,208,280 Gross loans 656,495 700,241 714,421 721,997 728,748 Deposits 964,031 1,008,469 1,001,125 965,615 886,703 Stockholders’ equity 181,412 175,822 152,718 150,133 141,787 Key Ratios Return on average assets 1.50% 1.74% 1.78% 1.44% -3.03% Return on average equity 10.25% 12.91% 15.30% 12.69% -27.74% Average equity to average assets 14.66% 13.47% 11.63% 11.32% 10.94% Net interest margin (1) 4.05% 4.26% 4.22% 3.81% 3.84% Efficiency (2) 53.27% 48.82% 49.37% 52.64% 57.00% Cash dividends as a percentage of diluted earnings per share 66.67% 45.41% 30.21% 26.90% NM Tier 1 leverage 13.78% 12.53% 10.93% 9.20% 9.86% Tier 1 risk-based capital 25.15% 22.86% 19.95% 15.87% 16.70% Total risk-based capital 26.60% 24.01% 21.17% 17.17% 17.89% Tangible common equity/tangible assets 13.66% 13.39% 11.84% 9.71% 8.72% Nonperforming assets/total assets 1.53% 0.82% 0.73% 0.92% 0.76% Nonperforming loans/total loans 2.80% 1.41% 1.19% 1.58% 1.27% Allowance for loan losses/total loans 1.34% 1.00% 1.09% 1.25% 1.15% Net charge-offs/average loans 0.04% 0.16% 0.16% 0.05% 0.04% NM = Not a meaningful ratio (1) Rates of return on tax exempt securities and loans are calculated on a fully-taxable equivalent basis. (2) The efficiency ratio is calculated by dividing: (a) total noninterest expense excluding losses from prepayment of debt, by (b) the sum of net interest income (including income from tax-exempt securities and loans on a fully-taxable equivalent basis) and noninterest income excluding securities gains or losses. 1960 When Harry Webster retired as president, Elwyn S. Lewis succeeded him. Under Lewis’ guidance the bank announced in August of 1960 that it would open its first branch office in Tioga. The branch opened in 1961. It was also under Lewis’ guidance that the bank opened its Trust Division, the C&N Trust and Financial Elwyn S. Lewis Management Group. (9)

Quarterly financial data The following table presents summarized financial data for 2013 and 2012 (unaudited, in thousands, except per share) 2013 quarter ended March 31 June 30 Sept. 30 Dec. 31 Interest income $12,647 $12,355 $12,027 $11,885 Interest expense 1,600 1,415 1,396 1,354 Net interest income 11,047 10,940 10,631 10,531 Provision for loan losses 183 66 239 1,559 Net interest income after provision for loan losses 10,864 10,874 10,392 8,972 Other income 3,843 4,191 4,293 4,124 Net gains on available-for-sale securities 1,159 100 193 266 Loss on prepayment of debt 1.023 0 0 0 Other expenses 8,553 8,520 8,610 7,788 Income before income tax provision 6,290 6,645 6,268 5,574 Income tax provision 1,584 1,671 1,579 1,349 Net income available to common shareholders $4,706 $4,974 $4,689 $4,225 Net income per share - basic $0.38 $0.40 $0.38 $0.34 Net income per share - diluted $0.38 $0.40 $0.38 $0.34 2012 quarter ended March 31 June 30 Sept. 30 Dec. 31 Interest income $14,776 $14,529 $13,836 $13,491 Interest expense 2,502 2,401 2,228 1,900 Net interest income 12,274 12,128 11,608 11,591 (Credit) provision for loan losses (182) 367 236 (133) Net interest income after (credit) provision for loan losses 12,456 11,761 11,372 11,724 Other income 3,655 4,279 4,122 4,327 Net (losses) gains on available-for-sale securities (2) 203 2,430 51 Loss on prepayment of debt 0 143 2,190 0 Other expenses 8,413 8,321 8,226 7,954 Income before income tax provision 7,696 7,779 7,508 8,148 Income tax provision 2,109 2,094 2,014 2,209 Net income available to common shareholders $5,587 $5,685 $5,494 $5,939 Net income per share - basic $0.46 $0.46 $0.45 $0.48 Net income per share - diluted $0.46 $0.46 $0.45 $0.48 1964 In December of 1964, the bank purchased the assets of Farmers National Bank of Liberty, the Pattison National Bank C&N Knoxville Branch of Elkland and the First National Bank of Knoxville. The First National Bank of Wellsborough changed its name to the Northern National Bank and Trust Company. (10)

Trust and Financial Management Group Five-Year Comparison (in thousands) 2013 2012 2011 2010 2009 Assets $796,115 $707,912 $634,782 $608,843 $605,062 Revenue 4,087 3,847 3,472 3,475 3,262 The composition of Trust assets under management as of Dec. 31, 2013, 2012 and 2011 follow: Accounts (in thousands) 2013 2012 2011 Pension/profit sharing $325,413 $282,680 $269,442 Investment management 196,544 184,650 162,183 Trusts 173,429 135,810 123,428 Custody 94,642 88,931 72,564 Estates 4,159 14,238 5,752 Guardianships 1,928 1,603 1,413 Total 796,115 707,912 634,782 Investments (in thousands) 2013 2012 2011 Mutual funds $426,816 $366,607 $330,906 Stocks 165,766 130,288 115,577 Bonds 101,107 104,295 105,471 Savings and Money Market funds 93,545 97,772 73,389 Miscellaneous 6,639 6,133 6,224 Real estate 1,814 2,255 2,177 Mortgages 428 562 1,038 Total $796,115 $707,912 $634,782 1971 Northern National Bank and Trust Company of Wellsboro and Citizens National Bank of Towanda merge, forming Citizens & Northern Bank. The merger brought offices in Towanda, Wysox and Troy to C&N. C&N Troy Office (11)

2013 Board of Directors Citizens & Northern Corporation Citizens & Northern Bank Dennis F. Beardslee Owner, Terrace Lanes Bowling Center Jan E. Fisher Executive Vice President/COO Susquehanna Health System R. Bruce Haner Retired auto buyer for new car dealers Susan E. Hartley Attorney At Law Leo F. Lambert President/GM, Fitzpatrick & Lambert, Inc. Raymond R. Mattie President, M&S Conversion Co., Inc. Edward H. Owlett, III President and CEO, Putnam Company Leonard Simpson Attorney At Law and Sullivan County District Attorney James E. Towner Retired General Manager, The Scranton Times Ann M. Tyler CPA, Ann M. Tyler CPA Charles H. Updegraff, Jr. C&N Chairman, President and CEO 2013 Executive Team Dawn A. Besse EVP and Chief Credit Officer Shelley L. D’Haene EVP and Director of Alternate Delivery Channels Harold F. Hoose, III EVP and Director of Lending Mark A. Hughes EVP and Chief Financial Officer George M. Raup EVP and Chief Information Officer John M. Reber EVP and Director of Risk Management Thomas L. Rudy, Jr. EVP and Director of Branch Delivery Deborah E. Scott EVP and Trust Division Director Charles H. Updegraff, Jr. Chairman, President and CEO 1971 William K. Francis led the bank through a major expansion period, opening the Monroeton office in 1971 and the mergers of C&N and the First National Bank of Ralston in 1972, the Sullivan County National Bank in 1977, the Farmers National Bank of Athens in 1984 and the First National Bank of East Smithfield in 1990. William K. Francis (12)

2013 Advisory Boards We thank our Advisory Board members who give us valuable insight into the communities we serve. Athens/Sayre/East Smithfield Warren J. Croft, Max P. Gannon, Jr., David Rosenbloom, L. Joseph Tomasso, Jr., Thomas G. Furman. Canisteo/Hornell William Hatch, Brian Schu. Coudersport/Emporium/Port Allegany Edwin H. Corey, Madelyn Farber, Peter Fragale, Patrice D. Lavavasseur, Edwin M. Schott, Robert C. Smith, Edwin W. Tompkins, III. Dushore/Laporte Ronald A. Gutosky, William B. Saxe. Elkland/Knoxville/Tioga Mary C. Owlett, Mark R. Howe, John C. Kenyon, Brian Bicksler, L. Grant Gehman, William W. Roosa, Leisa L. LaVancher. Mansfield/Wellsboro Larry Mansfield, Donald R. Abplanalp, Robert F. Cox, Jr., Craig Eccher, Scott Lewis. Ralston/Liberty Lawrence J. Connolly, Stephen L. Davis, Ronald Roan, James H. Route, Jr., Ray E. Wheeland. Jersey Shore/Muncy/Old Lycoming/South Williamsport/Williamsport Thomas F. Charles, John Confer, Thomas D. Hess, Roger D. Jarrett, Daniel Mathers, Melanie McLane, Frank G. Pellegrino, David A. Schall, Louis “Terry” Waldman. Towanda/Monroeton/Wysox/Troy Gary Baker, James A. Bowen, Robert L. Fulmer, J. Robert Garrison, Gary Hennip, James E. Parks, Jeffrey A. Smith, Mark W. Smith, Walter E. Warburton, Jr., Evan S. Williams, Jr. 1996 Craig G. Litchfield assumed the presidency in 1996 and continued the expansion of the bank. Under Litchfield’s guidance the bank opened six additional branches, including five in a new market for C&N - Lycoming County. Offices opened during Litchfield’s tenure include Mansfield, Muncy, Williamsport, Jersey Shore, South Williamsport and Old Lycoming. Litchfield also directed the mergers of C&N with Canisteo Valley Corp. in 2005 and Citizens Craig G. Litchfield Bancorp, Inc. in 2007. (13)

2013 Retirements We said goodbye to three C&N employees who retired in 2013. Together they had more than 80 years of service to Citizens & Northern. Cheryl Bailey Customer Transaction Specialist, Elkland 37 years Rosalie Hall Troy Community Office Manager38 years Robert Moon Resource Recovery Retail Collection, Muncy 5 years 2013 Service Awards Last year 20 Citizens & Northern employees were recognized for a total of 300 years of service to the financial institution. Employees were honored at luncheons hosted by Charles H. Updegraff, Jr., chairman, president and CEO. 40 Years Victoria Harrison, Community Office Manager, James Shelmire, Director of MIS Systems and Canisteo Analyst Programs, Wellsboro Deborah Scott, Director Trust Division, Wellsboro Janet Watters, Customer Service Representative, 25 Years Mansfield Dianne Zimmerman, Loan Processor Uplinker, Wellsboro 10 Years Donna Bowers, Customer Service Representative, 20 Years Elkland Todd Coolidge, Mortgage Loan Sales Officer, Cindy Black, Customer Service Representative, Wellsboro Ralston Marla McIlvain, Trust Account Administrator, Leslie Raymond, Community Office Manager, Wellsboro Wysox Christopher Rell, Senior Appraiser, Jersey Shore Wendy Smith, Deposit Operations Manager, Sharlene Wagner, Customer Transaction Wellsboro Specialist, Troy Tracy Watkins, Human Resource Director, 15 Years Wellsboro Peter Boergermann, MIS Technical Support Michelle Webb, Customer Transaction Specialist, Manager, Wellsboro Knoxville Georgia Cary, Customer Service Representative, Amy Wherley, Community Office Manager, Coudersport Knoxville Nadine Wingrove, Commercial Document Preparation Specialist, Williamsport Samantha Winters, Customer Transaction Specialist, Sayre 2005 The merger between The C&N Hornell Office Citizens & Northern Corp. and Canisteo Valley Corp is finalized, giving C&N a New York State presence via the two former First State Bank offices in Hornell and Canisteo. (14)

Contact Information Client Contact Center 1-877-838-2517 Internet Banking 1-877-838-2517 Telephone Banking -- 1-877-622-5526 C&N Financial Services Wellsboro 1-866-ASK-CNFS Coudersport 814-274-1929 Trust and Financial Management Group Wellsboro 1-800-487-8784 Sayre 1-888-760-8192 Towanda 1-888-987-8784 Williamsport 1-866-732-7213 Canisteo 607-698-4295 Coudersport 814-274-1929 On the Web www.cnbankpa.com C&N Blog blog.cnbankpa.com Facebook www.facebook.com/citizensandnorthernbank Stockholder Inquiries A copy of the Corporation’s annual Report Form 10-K for the year ended December 31, 2013, as required to be filed with the Securities and Exchange Commission, will be furnished to any stockholder without charge upon written request to the Corporation’s treasurer at our principal office at P.O. Box 58, Wellsboro, PA 16901. The information is also available through the Citizens & Northern Bank website at www.cnbankpa.com and the website of the Securities and Exchange Commission at www.sec.gov. This statement has not been reviewed or confirmed for accuracy or relevance by the Federal Deposit Insurance Corporation. Investor Information The annual Meeting of Shareholders will be held at the Arcadia Theatre, 50 Main Street in Wellsboro, PA at 2:00 p.m. Thursday, April 17, 2014. General shareholder inquiries should be sent to Citizens & Northern Corporation, 90-92 Main Street, P.O. Box 58, Wellsboro, PA 16901. Our Stock Transfer Agent is American Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, NY 10038. Telephone: 800-278-4353. Our independent auditors are ParenteBeard LLC, 400 Market Street, Williamsport, PA 17701. 2006 As C&N continued to grow and add products and services, the need for a new administration building became apparent. The building, located at 10 Nichols Street in Wellsboro, opened in 2006 and houses a number of non-front line departments and some of the executive officers. (15)

Our Presidents at a Glance William Bache John L. Robinson Jesse M. Robinson Leonard Harrison W.D. Van Horn 1864-1872 1872-1892 1893-1896 1896-1898 1898-1917 William O’Connor Judge Howard F. Marsh C.E. Bennett Harry E. Webster Elwyn S. Lewis 1917-1927 1927-1942 1942-1952 1952-1959 1959-1970 William K. Francis Craig G. Litchfield Charles H. Updegraff, Jr. 1971-1996 1996-2009 2010-present 2007 In 2007 C&N merged with Citizens Bancorp, Inc., which operated three Citizens Trust offices in Coudersport, Emporium and Port Allegany. Those offices were The C&N Coudersport Office later re-named Citizens & Northern. (16)

Our Offices Athens.428 South Main Street Canisteo 3 Main Street Coudersport.10 North Main Street Dushore.111 West Main Street East Smithfield.563 Main Street Elkland.104 West Main Street Emporium 135 East Fourth Street Hornell .6250 County Route 64 Jersey Shore.230 Railroad Street Knoxville 102 East Main Street Toll-free: 1-877-838-2517 Laporte 514 Main Street Liberty.4534 Williamson Trail Our Client Contact Center is Mansfield 1085 South Main Street available to help you Monroeton 612 James Monroe Avenue Monday-Thursday 8:00 a.m.-5:00 p.m.; Muncy.3461 Route 405 Highway Friday 8:00 a.m. - 6:00 p.m. Old Lycoming 1510 Dewey Avenue and Saturday 8:30 a.m.-noon. Port Allegany.100 Maple Street Ralston 24 Thompson Street Sayre 1827 Elmira Street South Williamsport 2 East Mountain Avenue Tioga .41 North Main Street Towanda 428 Main Street Troy.64 Elmira Street Wellsboro .90-92 Main Street Williamsport 130 Court Street Wysox.1467 Golden Mile Road 2010 When Craig G. Litchfield retired in January of 2010 following 38 years of service to C&N, he was succeeded by Charles H. Updegraff, Jr., former Citizens Trust Company Chairman, President and CEO. Updegraff led the bank through the worst recession since the Great Depression and has led the bank through four very profitable years.

celebrating our sesquicentennial INVESTED in our clients INVESTED in our local businesses INVESTED in our local communities yesterday, today and tomorrow. 150 years of service to our local communities. 150 years of dedication to our clients. 2013 annual highlights