Welcome to the 2021 Fidelity D & D Bancorp, Inc. Annual Meeting of Shareholders. I would now like to introduce the first presenter, Brian J. Cali, Chairman of the Board. Thank you. I call to order the 2021 Annual Meeting of Shareholders of Fidelity D & D Bancorp, Inc. My name is Brian Cali. I'm Chairman of the Board of this corporation, and it's my privilege and honor to serve as the chairperson of this annual meeting. The annual meeting is hopefully our last virtual-only meeting. Participation in the annual meeting, including voting shares and submitting questions, will be limited to the shareholders. If a shareholder has a question about one of the matters set forth in the company's proxy statement to be voted on at the annual meeting, the question may be submitted in the field provided in the web portal at or before the time the matters are before the annual meeting for consideration. We will answer questions on any matters set forth in the company's proxy statement to be voted on by shareholders at the annual meeting before voting is closed. During this period, the company will not permit discussions or questions that are not relevant or pertinent to the agenda matter that has been and is being discussed as determined by the Chair in his reasonable judgment. Following the adjournment of the formal business of the annual meeting, the company will address appropriate general questions from the shareholders regarding the company. Mr. Secretary, will you please read the notice of the annual meeting and the business to be conducted at this meeting of shareholders? Notice of the annual meeting of the shareholders to be held on May 4, 2021. To the shareholders of Fidelity D & D Bancorp, Inc., notice is hereby given that Fidelity D & D Bancorp, Inc. will hold its annual meeting of shareholders virtually via live webcast on Tuesday, May 4, 2021 at 3:00 P.M., Daylight Saving Time. The meeting will be held online only to consider and vote upon the following proposals. One. To elect four Class A directors to serve for a three-year term and until their successors are elected and qualified. Two. To ratify the selection of an independent registered public accounting firm for the corporation for the year ending December 31, 2021. Three. To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof. Shareholders of record at the close of business on March 10, 2021 are entitled to notice of the meeting and may vote during the virtual meeting or by proxy. Management welcomes your attendance at the live webcast of the annual meeting. We ask you to promptly fill out the proxy by the following means: online, by telephone, or sign and date and return in the accompanying postage-paid envelope. The prompt return of your proxy will save expenses and further communication. Even if you return a proxy, you may vote during the live webcast at www.virtualshareholdermeeting.com/FDBC2021. Promptly returning your completed proxy will ensure that your shares are voted in accordance with your wishes and will guarantee the presence of a quorum. The Board of Directors is distributing this form of proxy and Fidelity D & D Bancorp annual report on March 24, 2021. Your vote is important. Please vote online, by telephone, or complete and sign and date, return your proxy. An affidavit of distribution executed by Joanne Vogel and notarized by a notary public in and by the County of Suffolk in the State of New York, has been placed in the corporation's minute book, affirming the mailing of the notice of the annual meeting and the proxy materials on March 24th, 2021 to the shareholders of record as of the record date of March 10th, 2021. The shareholders' voting is now open. I welcome you to the 2021 annual meeting of the Fidelity D & D Bancorp, Inc. Also present today are the members of our Board of Directors, our Vice Chairman, Michael J. McDonald, our Secretary, John T. Cognetti, Assistant Secretary, Mary E. McDonald, and directors Richard M. Hotchkiss, William J. Joyce, Richard J. Lettieri, Kristin D. O'Donnell, Alan Silverman, HelenBeth G. Vilcek, and our President and CEO, Daniel J. Santaniello. From our management and our executive team, Chief Financial Officer, Salvatore R. DeFrancesco, Chief Operating Officer, Eugene J. Walsh, Chief Lending Officer, Timothy P. O'Brien, Chief Business Development Officer, Michael J. Pacyna. Our proxy holders for today are our directors, Mary E. McDonald and Kristin D. O'Donnell. Present from RSM US LLP, our independent auditors, is Rich Kobylski. From Bybel Rutledge LLP, our special counsel, Nick Bybel and Erik Gerhard. Mr. Secretary, do we have a quorum present? Mr. Chairman, at least 70.25% of the outstanding shares of Fidelity D & D Bancorp, Inc. are represented by person and by proxy at this annual meeting of shareholders. A quorum is present by person and proxy in accordance with the bylaws of the corporation and the law for the transaction of business at the 2021 annual meeting. I will entertain a motion at this time to waive the reading of the minutes of the 2020 annual meeting of shareholders and to approve such minutes. Mr. Chairman, I hereby move to waive the reading of the minutes of the 2020 annual meeting of shareholders and approve such minutes. Mr. Chairman, I hereby second the motion. We'll now have a voice vote to waive the reading of the minutes and approve the minutes. All in favor, say yes. Yes. Yes. All opposed, say no. The motion carries. A notary public in and for the County of Lackawanna has been given the oath for the Judge of Election, who was previously appointed by the Board of Directors in accordance with the bylaws of the corporation and law. Our Judge of Election today is Richard Sabato. Mr. Secretary, please file the oath of the Judge of Election with the minutes of this meeting. In accordance with the Articles of Incorporation and the bylaws, the shareholders at the corporation's 2021 annual meeting of shareholders shall elect four Class A directors. The nominees for Class A directors, each to serve for a three-year term until 2024 annual meeting of shareholders and until their successors are duly elected and qualified, are John T. Cognetti, Richard J. Lettieri, Michael J. McDonald, Helen Beth G. Milteer. Do we have a motion to nominate the four named nominees and to close the nominations? Mr. Chairman, I hereby move to nominate the four named directors and close nominations. Is there a second on the motion? I hereby second the motion. Are there any questions regarding this motion? In order to answer any questions on the motion, submit it by the web portal. If there's any, we will try to answer them. Hearing none, if you have previously voted by proxy, there's no need for you to vote by ballot. Your votes will be cast by the proxy holders in the manner you have previously directed. The polls are now open to vote if you have not done so by proxy. Now, for those shareholders who have not previously voted by proxy, please vote via the web portal for the election of Class A directors. The last matter today is the ratification of the selection by the Board of Directors of RSM US LLP as Fidelity D & D Bancorp, Inc.'s independent auditors for the fiscal year ending December 31, 2021. Mr. Chairman, I hereby move that the selection of RSM US LLP as Fidelity D & D Bancorp, Inc.'s independent auditor for the year ending December 31st, 2021, be ratified by the shareholders. Is there a second on the motion? I hereby second the motion. Are there any questions regarding this motion? Again, to answer any questions on the motion, submit it through the web portal, if any. Hearing none, if you have previously voted by proxy, there's no need for you to vote by ballot. Your votes will be cast by the proxy holders in the manner you have previously directed. For those shareholders who have not previously voted by proxy, please vote via the web portal for the ratification, the selection of RSM US LLP as Fidelity D & D Bancorp, Inc.'s independent auditor for the year ending December 31, 2021. Voting is now closed. The Judge of Election will tabulate the results. While the Judge of Election is tabulating the votes, I will now turn the floor over to our President and Chief Executive Officer, Daniel J. Santaniello, to review the business and affairs of the bank for the fiscal year 2020 and answer any appropriate questions posted via the web portal. Dan? Well, thank you, Brian. I appreciate it, and it's great to see so many directors here in person today. Hopefully next year we have an opportunity to bring all the shareholders together, as we typically do. First of all, special thanks to the board, and to all of the Fidelity bankers for their continued support through these unprecedented times. As you'll see through the presentation, really extraordinary efforts by many, and really still have a successful 2020 and strong start of 2021. One thing that I feel very proud of is our continued support of our vision statement, living to our vision statement throughout these unprecedented times. We'll walk through 2020 in a review. One of the things that was most material to our bank was the merger of Fidelity Bank and Merchants. Again, what it did is brought two great community banks together to join forces here, and really to bring an extraordinary experience to our clients, even better than previously. At $1.7 billion in asset size, we now have over 300 bankers and really covering the northeastern part of Pennsylvania as well as the Lehigh Valley. It really has been a great experience for us, and it continues to provide dividends when you see the financial performance. Again, one of the other things we continue to do and focus on strategically is to be able to make acquisitions throughout our wealth management division. Again, Jonestown Bank and Trust, we partnered with them, and we were able to bring in 120 new relationships consisting of approximately 160 accounts. Annual revenue is projected to be approximately $300,000 recurring on an annual basis. How can we forget COVID-19? Really, when you think about what happened, it was March of last year when Pennsylvania was shut down. Didn't know what to expect. I think we all had visions of 2008, 2009 all over again. With the collaboration of our examiners, with the collaboration of our bankers, really extraordinary effort and extraordinary results were achieved. One of the things that we made sure happened, that we continue to live our vision. All COVID precautions were taken. We closed our lobbies twice to appointment only because of some COVID spiking. One of the things that the board and the executive management are most proud of is every banker was retained and were paid at a minimum 100% of their salary. We actually had a hero's bonus for the front line that still is in place today for some of our bankers. Our focus was making sure we protected our bankers as well as our clients when you walk into our branches. Making sure our clients feel safe, that was the utmost importance and priority to us. One of the things we make sure we continue to focus on, being the best bank for our community. In these unprecedented times, it was never more important to making sure that we continued to give back to our community, make it a better place to live and work. You can see here our financial commitment was significant in 2020. $1.36 million donated back to our community. You can see here on the presentation where those dollars went and how we were able to allocate them. Again, very proud of our efforts in making sure that we give some of our treasure back to the community. Not only in the way of dollars, but also our bankers giving back with their time and talent. You can see here on the slide, 1,400 volunteer hours, down from the previous year. Again, think about what a challenging marketplace it was to get out there and to help. Again, our bankers, without a doubt, got out there and provided volunteer hours and made our community a better place to live. When we talk about best bank for our clients to bank, again, one of the things that we're most proud is the experience that we provide our clients, right. The experience starts well before the banker or the client arrives at our facilities. Today, we've got to make sure that our online experience is the utmost focus as well as in-branch experience. Again, you can see here our success locally here with the Scranton Times. We have eight out of the last nine years, Readers Choice Best Bank. Again, very proud of those efforts and really thank the Fidelity bankers for their continued focus on the client. In 2020, for the seventh consecutive year, we were in top 200 community banks in the country. We ranked 79th out of over 500 community banks in the country. Again, very proud of that. The other thing, with the merger of Merchants, brought us some wineries down in the Lehigh Valley, some great clients. As you can see here, Wine Business Monthly as one of the top PPP lenders in the country. One of the things that we never stop doing is making sure that our clients on the consumer side have a vehicle for mortgage lending. Home acquisition, lowering their debt payment, again, was one of the things we focused on. 11th consecutive year, number one mortgage lender in Northeastern Pennsylvania. Record year for us as far as originations. We did over 1,400 mortgage loans in 2020 and $233 million. Really an incredible year. I really need to thank the mortgage originators, many of them, for their extraordinary efforts, as well as the support groups, the underwriters, the closers, the whole group of bankers down there. Just incredible efforts. A lot of long hours and really focused on clients. Thank you to those folks. All of that's done by providing an extraordinary client experience. When you think about that volume, right? How do we deliver to our clients and making sure that we met their expectation, but really exceed their expectation. You can see here on this slide here, the industry norm in mortgage lending is a Net Promoter Score of 27. We achieved much higher than the 27. We have a 77 Net Promoter Score. Not only do we deliver in volume, but we deliver in experience. On the retail side of the bank, our retail bankers as well, delivering an extraordinary client experience. You think about 2020, branches, lobbies went to appointment only. Challenging environment. Living up to that client experience in 2020. You can see here on the retail side, the industry score is a 27, but we scored a 62. I thank all of the Fidelity bankers. Let's not forget about PPP. Again, when we think about go back to March of last year, not knowing what was going to happen. The Federal government launched the PPP program. I can tell you, it was an incredible experience, not one that I choose to live again. Nevertheless, it really provided a lot of fruitful efforts on our bankers' time. Again, there was many evenings that we spent processing these PPP loans. The first round was fast and furious, making sure that there was enough dollars to meet our clients' needs. One of the things I'd tell you, the bankers never flinched. They continued to push forward, put long hours in, and you can see these extraordinary efforts when you think about it. 2,541 PPP loans in round one and two, $235.5 million worth of loans. Incredible volume. When you think about that and put that in perspective of an average loan size of $92,000, that's a lot of work, a lot of hard effort, and a lot of meeting clients' expectations. When we look at how many employees were impacted overall, well in excess of 36,000 employees were able to keep their jobs locally here through the PPP program. Again, not something I choose to live again, but nevertheless, the efforts were incredible. Really, when you look at it, in number 1 PPP lender in Lackawanna County, we did 801 loans worth of $46.2 million. The number of loans, we exceeded all other banks in PPP lending. What was interesting about it was the number of clients where their needs could not be met at some of the larger financial institutions. Our bankers reached out proactively and were able to bring in 298 new clients through the PPP program. You look here, the dollars in deposits we were able to gain through those relationships, really extraordinary. Again, thank our bankers for their effort, really extraordinary efforts. One of the things that, again, I'm most proud of, as you folks know, very active in the community here with the Greater Scranton Chamber of Commerce. When you think about, we just recently received a Business of the Year, not Bank of the Year, Business of the Year. Really up against some great competition and really come out ahead on that was really remarkable. That really speaks to the board's continued support of the bankers as well as the bankers' extraordinary efforts. To be able to do that in unprecedented times is really pretty amazing. Let's not forget about our shareholders. That's who we're here today to talk to. One of the things we need to make sure is we're always providing a great return to our shareholders and making sure we do that in a safe and sound manner. As many of you folks know, BauerFinancial is an independent bank rating agency that looks at safety and soundness of banks. It's great to say that for 27 consecutive quarters since the second quarter of 2014, we've maintained the highest rating, which is a five-star rating with BauerFinancial. To be able to do it in a safe and sound manner, but also be able to provide an extraordinary return to our shareholders is really remarkable. This slide here talks about the extraordinary return to our shareholders. Again, in comparison to the outperforming NASDAQ Composite Index, as well as the SNL Bank Index. In 2020, Fidelity Bank was number three in the nation of all publicly traded banks. Again, number three in the nation of all publicly traded banks with a five-year average return to shareholders of 217%. Again, remember that safe and sound manner, but also be able to provide an above-average return to our shareholders. Let's look at some of the financial highlights that drove some of those returns. First of all, assets. Total assets for one year increased by a remarkable $690 million or 68% in 2020. The fair value of the assets acquired through the Merchants was $451.4 million or 45% as of 12/31/2019. Again, a lot of additional organic growth above and beyond the acquisition. That organic growth continued in the first quarter of 2020. Total assets increased by $1.9 billion or 13%. Loans and leases. Again, in 2020, loans and leases increased by $390 million or 52% when compared to 2019. The acquisition of MNB accounted for $245 million of those assets, and the PPP loans made up $132.1 million of the total loans and leases as of 12/30/2020. Deposits. I think this is a pretty incredible graph when you look at it. In 2020, deposits increased by $674 million, or 81%, when compared to 2019. MNB accounted for $396 million. One of the things that I like to take great pride in is how much of that growth or how much of that deposit base actually comes in the way of relationships. The way we look at relationships from the deposit side is checking accounts. When you look at this, $453.9 million in interest-bearing checking and $407.5 million in non-interest-bearing checking accounts, or in total comprising of 57% of our total deposit base of $1.5 billion. That pace of growth continued in the first quarter of 2021. Total deposits increased by $21.7 million or 14%. Our shareholders' equity continued to see some incredible growth. In 2020, shareholder equity increased by $60 million or a 56% increase over 2019. $45.4 million of that came from the issuance of common stock for the acquisition of Merchants. The financial moat around Fidelity Bank is wide and deep, as Sal DeFrancesco often tells us in our management meetings. First quarter of 2020, shareholder equity decreased by $3.1 million or 2%, primarily caused by the interest rate environment of $7.8 million after-tax reduction and net unrealized gain from the investment portfolio. Net income. In 2020, net income increased $1.5 million or 13% over 2019. Excluding merger-related expenses, net income would've been $15.1 million. The first quarter of 2021, net income was $5.7 million, or a 115% increase. The other thing that we take a lot of great pride in is the continuous growth of our dividends. For the sixth year in a row, we were able to increase our dividends. You can see here on this chart, dividends per share, $1.14 in 2020. 8% increase over the year, you can see here the continuous growth in dividends back to our shareholders. Again, earnings per share, this is one of the metrics that I pay and we pay most attention to. As we continue to grow and we issue more shares through acquisition, we need to make sure that we continue to grow earnings per share and produce greater returns for our shareholders on a per share basis. In 2020, earnings per share decreased by $0.21 or 7% over 2019, primarily due to the merger-related expenses of $2 million and a Federal Home Loan Bank prepayment penalty of $400,000, and that's net of tax. In the first quarter, as I said, we're off to a real strong start. Earnings per share was $1.13 for an increase of 64%. A quick look forward. I'm sure many of our shareholders already know, we are now looking towards the acquisition of Landmark Community Bank, which again, strategically gives us a real strong foothold in the Luzerne County market, which has been a market that we've had strategically identified as growth opportunity for us. They immediately give us increased market share. As a matter of fact, in our MSA, the Scranton, Wilkes-Barre, Hazleton MSA, we'll be number two in deposit market share. Really looking forward to that. The increased size and scale putting us at $2.1 billion will give us the opportunity to continue to invest in technology. As we all know, technology's playing a bigger part in our industry every day. The greater scale gives us the opportunity to continue to invest in that. Really looking forward to that. The timeline for that, we're looking at is to close the acquisition sometime early in the third quarter, hopefully July 1st, and then looking for a system conversion late September. Again, really looking forward to that. One of the areas I'll quickly highlight, I like to do this at the annual meetings, pick one area. Really, the wealth management division is really an area of continued focus. For you shareholders out there that haven't done any business with our wealth management division, I would really encourage you folks to look at that. You can see the expertise that we've been able to bring to the table. As Nick Parise mentioned to the Board the other day, 16 bankers in the wealth management division. We've invested a lot of time and resources, and we feel really confident about the talented team we have in there to, again, be able to capture some of the opportunity out there in the marketplace. You can see here, $587 million now under management in the wealth management division, producing $2.5 million of revenue on an annual basis. You can just see the continuous growth there on this graph, where we just year-over-year just keep continuing to grow. We really have a great team there. I would encourage all of you to reach out and get an appointment with them. Really, when you talk about what they do, I mean, the wealth management team really does a great job with financial planning, investment management, brokerage and insurance services, personal trust and fiduciary services, a great corporate trust area, individual retirement accounts, 401 plans, estate administration services, and private banking. I really would encourage you all to have that experience, get a chance to talk to some of our advisors and wealth management folks. That's all I have. I will just say again, thank you, and look forward to next year. Hopefully seeing everybody face-to-face. I'll open the floor up. We'll pause for a minute, see if we get any questions come in that we'll be glad to answer. Give it a minute. No questions? No questions yet, Mr. Chairman. To all the shareholders, it's been an exciting, challenging 2020. How many of us would've thought that in March of 2020 or a little earlier, that a year later we'd be still going through COVID? It's brought a lot of personal changes, a lot of sadness in many people's lives because of the disease, and it's brought a lot of intuitive and energetic workers at the Fidelity Bank who continue to work very hard in a very difficult time. We've had many changes in the last year in this bank. I'm happy to be here today, obviously with all of you who are able to be here, and welcome all of my fellow Board of Directors. We have, since 2020, added new Board of Directors. We have new faces and new energetic people who have now joined our board. From our great and successful Merchants acquisition and merger, we have Richard M. Hotchkiss, and we have HelenBeth G. Vilcek. We've been very blessed to have two exceptional trained Board of D irectors, seasoned individuals, who have brought to this bank the knowledge and information that we need in the Lehigh Valley. They've been wonderful additions. We also added William J. Joyce, Sr. from Luzerne County to this board, and Alan Silverman here. They've been exceptional members of our new board and our new faces. We're very happy to have all of you here, and I thank you for all of your participation over this last year. It has been a challenge. There's been no question. On behalf of all of the Board of Directors, to all of the Fidelity bankers, you have been exceptional. You've worked diligently. You worked very hard. As Dan has indicated, the results of our success this year, for not only our earnings for our shareholders, our great acquisition of Merchants, and our future acquisition of Landmark. Just think of it. During COVID-19, exceptional earnings, a transition in a new purchase and a new acquisition that went relatively seamless. It's hard to believe that we were capable of really accomplishing all of that in such a difficult time. It's because of all of the workers, all of the bank people, all of our bankers at Fidelity Bank. On behalf of all of this board, we thank you, we're very proud of you, and we're happy to be a part of you. I would be remiss if I didn't say to the executive management team, you guys have been sensational. You don't work the old banker hours. I know that from my own knowledge of all of you. You work very hard. You've worked exceptional time, exceptional hours, and you've given us exceptional performance during this year. Without this team, without your willing to work together, which we know you do, we would not have the success. You've been outstanding. You really have demonstrated your passion, your devotion to Fidelity Bank, and believe me, we're all proud of you and very thankful for having all of you a part of this bank. For our shareholders, we've made changes. We are in the Lehigh Valley. That was the first big move for our bank over 113 years. It was our first time that we reached out. As I said, it was a great merger. It was a great opportunity for all of us, and the success is here. We've moved in a very short time to do another acquisition, and that is Landmark. We seem that we're working fast and we're taking opportunity, I assure the shareholders that this board always has the same vision. We're not going to act unless it's appropriate for the shareholders, for this bank. We do it after a lot of thought and consideration, we do not do it if it does not and will not serve the best interest of this institution. I assure you going forward that all of the decisions that we make, we make diligently, we make with passion for the Fidelity bankers and the shareholders, we do it with the consideration of always moving this institution positively forward. Again, on behalf of all of us on the board, we thank all of the shareholders for your loyalty. We thank our bankers, and on behalf of myself, I thank all of you to being the great participants in this institution that you have been. It's absolutely a pleasure working with you. Before I end, I just want to make a couple comments about this year. Our former chairman, and I hope he's at home listening to this, stepped down as a board member, and that's Pat Dempsey. Pat was an institution in this institution. He provided all of us with his leadership and the premise for all of us to go forward. We wish him well. We hope he is listening today because we don't have meetings. Those of us who have shared our prior meetings don't think of Pat's wisdom every time that we move forward in this institution. He truly embodied the true spirit of this Fidelity Bank. Again, Pat, if you're listening, we wish you well. We miss you. We'll see you soon because we're all going to have dinner together, and you're coming. The other individual who we lost this year was David Tressler. David Tressler was a member of this board for a long time. He was an active banker of northeastern Pennsylvania for so many years. A wonderful banker, a wonderful human being, and a wonderful board member at Fidelity. Dave passed. We all thought that Dave had maybe more than nine lives because he had been sick, and he always attended, and always participated, and is always here. He provided a wonderful wisdom to all of us who didn't know the industry like he knew it since he lived it for his whole life. On behalf of all of us, we wish his family well. David, we miss you, and Godspeed. Thank all of you for this participation. I'm hoping and praying this is the last virtual only meetings that we will have, and then we'll all be together next year. Are there any questions, Dan? No questions, Mr. Chairman. If there are no questions, the Judge of Election will now read the results of the voting. Richard? Proposal number one, election of four Class A directors for a three-year term and until the successors are elected and qualified. John T. Cognetti, 95.98% for, 4.02% withhold. Richard J. Lettieri, 97.25% for, 2.75% withhold. Michael J. McDonald, 95.86% for, 4.14% withhold. HelenBeth G. Vilcek, 96.09% for, 3.91% withhold. Proposal number two, ratifications of the selection of RSM US LLP as the independent registered public accountant firm for 2021. 3,404,524 for, 81,468 against, 19,280 abstained. Thank you, Chairman. The shareholders have elected John T. Cognetti, Richard J. Lettieri, Michael J. McDonald, and HelenBeth G. Vilcek to serve as the Class A directors of the corporation. The shareholders have ratified the selection of RSM US LLP as the corporation's independent auditors for the fiscal year ending December 31, 2021. Having no other business before this board today and the annual meeting of the shareholders, I hereby adjourn the 2021 annual meeting of shareholders. Thank all of you for attending, and be well.