1111 Metropolitan Avenue, Suite 500 Charlotte, North Carolina (704)

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1 1111 Metropolitan Avenue, Suite 500 Charlotte, North Carolina (704) NOTICE OF THE 2016 ANNUAL MEETING OF SHAREHOLDERS To Be Held on April 19, 2016 NOTICE IS HEREBY GIVEN that the 2016 Annual Meeting of Shareholders (the Meeting ) of NewDominion Bank (the Bank ) will be held on April 19, 2016 at 10:00 AM, Eastern Time, at NewDominion Bank, 1111 Metropolitan Avenue, Suite 500, Charlotte, North Carolina. The Meeting is for the purpose of considering and voting upon the following matters: 1. Election of three persons who will serve as directors of the Bank until the 2019 Annual Meeting of Shareholders or until their successors are duly elected and qualified; 2. To approve an amendment to the Bank s articles of incorporation to create a class of non-voting common stock and authorize a sufficient number of shares of such class; 3. To approve the NewDominion Bank 2016 Equity Incentive Plan; and 4. To ratify the selection of Elliott Davis Decosimo, PLLC as independent auditors for the Bank for the fiscal year ending December 31, The Board of Directors established February 23, 2016 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournments thereof. In the event there are not sufficient shares present in person or by proxy to constitute a quorum at the time of the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies by the Bank. By Order of the Board of Directors Charlotte, North Carolina March 10, 2016 Charles T. Hodges Chairman of the Board of Directors You may vote on-line, by phone, by mail, or in person. If you wish to vote on-line or by phone, you will need your Shareholder Control Number that can be found on your proxy card. You are urged, regardless of the number of shares you hold, to vote promptly.

2 PROXY STATEMENT 2016 ANNUAL MEETING OF SHAREHOLDERS April 19, 2016 SOLICITATION, VOTING AND REVOCABILITY OF PROXIES General This Proxy Statement is being furnished to the shareholders of NewDominion Bank (the Bank ) in connection with the solicitation by the Board of Directors of the Bank (the Board or Board of Directors ) of proxies to be used at the Annual Meeting of Shareholders (the Meeting ) to be held on April 19, 2016, at 10:00 AM, Eastern Time, at NewDominion Bank, 1111 Metropolitan Avenue, Suite 500, Charlotte, North Carolina, and at any adjournments thereof. This Proxy Statement and the accompanying form of proxy were mailed or otherwise made available to shareholders on or about March 10, Other than the matters listed on the attached Notice of Annual Meeting, the Board knows of no matters that will be presented for consideration at the Meeting. Execution of a proxy, however, confers on the designated proxyholders discretionary authority to vote the shares represented by proxy in accordance with their best judgment on any other business, if any that may properly come before the Meeting or any adjournments thereof. Revocability of Proxy A proxy may be revoked at any time prior to its exercise by the filing of a written notice of revocation with the Secretary of the Bank, by delivering to the Bank a duly executed proxy bearing a later date, by re-voting via the Internet or by telephone, or by attending the Meeting and voting in person. If you vote by telephone or the Internet, you may revoke your proxy or change your vote with a timely and valid later telephone or Internet vote, as the case may be. However, if you are a shareholder whose shares are not registered in your own name, you will need appropriate documentation from your recordholder to vote personally at the Meeting. Solicitation The Bank will pay the cost of soliciting proxies. Proxies may be solicited personally or by telephone by directors, officers and regular employees of the Bank, without additional compensation for doing so. The Bank will also request persons, firms and corporations holding shares in their names, or in the names of their nominees, which are beneficially owned by others, to send proxy materials to, and obtain proxies from, those beneficial owners and will reimburse the holders, upon request, for their reasonable out-of-pocket expenses in doing so. Voting Securities Regardless of the number of shares of the Bank s common stock (the Common Stock ) owned, it is important that shareholders be represented by proxy or be present in person at the Meeting. Shareholders are requested to vote electronically or by telephone. The Internet and telephone voting facilities will close at 1:00 A.M., Eastern Time, on April 19, If you are interested in voting via the Internet or telephone, specific instructions are shown on the proxy card. The Internet and telephone voting procedures are designed to authenticate your identity and to allow you to vote your shares and confirm that your instructions have been properly recorded.

3 Any shareholder may vote for or withhold authority for any person nominated to be elected as a director and may vote for, against, or withhold authority to vote on any other matter to come before the Meeting. If the proxy is properly voted via the Internet, by telephone or in writing, and not revoked, it will be voted in accordance with the instructions given in the proxy. If no instructions are given, the proxy will be voted FOR all of the proposals. If instructions are given with respect to some but not all of the proposals, the instructions that are given will be followed, and the proxy will be voted FOR any proposal on which no instructions are given. The securities which may be voted at the Meeting consist of shares of Common Stock. The close of business on February 23, 2016 has been fixed by the Board as the record date (the Record Date ) for the determination of those shareholders of record entitled to notice of and to vote at the Meeting and any adjournments thereof. A total of 33,637,716 shares of Common Stock were outstanding on the Record Date. Each share entitles its owner to one vote on each matter calling for a vote of shareholders at the Meeting. The presence, in person or by proxy, of the holders of at least a majority of the total number of shares of Common Stock entitled to vote at the Meeting is necessary to constitute a quorum at the Meeting. Because many of our shareholders do not attend the Meeting, it is necessary that a large number be represented by proxy. Accordingly, the Board has designated proxies to represent those shareholders who cannot be present in person and who desire to be represented. In the event there are not sufficient votes for a quorum or to approve or ratify any proposal at the time of the Meeting, the Meeting may be adjourned in order to permit the further solicitation of proxies. Vote Required for Approval Election of Directors. In order to be elected, a nominee must receive a plurality of the votes cast in the election for which he or she has been nominated. Abstentions and shares not voted for any reason with respect to any one or more nominees will not be counted as votes against the nominees. No shareholder has the right to vote his or her shares cumulatively in the election of directors. Amendment of Articles of Incorporation to Authorize Shares of Non-Voting Common Stock. The proposal to approve an amendment to the Bank s articles of incorporation to authorize shares of non-voting common stock will be approved if the number of shares of Common Stock voted in favor of the matter exceeds the number of shares of Common Stock voted against the matter. Approval of the NewDominion Bank 2016 Equity Incentive Plan. The proposal to approve the NewDominion Bank 2016 Equity Incentive Plan will be approved if the number of shares of Common Stock voted in favor of the matter exceeds the number of shares of Common Stock voted against the matter. Ratification of Independent Auditors. The proposal to ratify the selection of our independent auditors for 2016 will be approved if the number of shares of Common Stock voted in favor of the matter exceeds the number of shares of Common Stock voted against the matter. We will not count abstentions, broker non-votes or the failure to return a signed proxy as either a vote for or against this proposal, so abstentions, broker non-votes and the failure to return a signed proxy will have no impact on the ratification of the appointment of our independent auditors. Proxies solicited by this Proxy Statement will be returned to the Bank s registrar and transfer agent and will be tabulated by one or more inspectors of election, designated by the Board, who may be employees of the Bank. Abstentions, broker non-votes and votes withheld from any director nominee will be counted as shares present at the Meeting for purposes of determining a quorum, but will not be counted in tabulating the votes cast on any proposal submitted to the shareholders. 2

4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS Set forth below is certain information, as of the Record Date, regarding those shares of Common Stock owned beneficially by each director, each executive officer Bank, and the directors and executive officers of the Bank as a group. Name of Beneficial Owner Amount and Nature of Beneficial Ownership 1 Percent of Class 2 Kenneth R. Beuley 1,240, % Dr. Jack M. Cathey 5,705 * Casey S. Crawford 860, % Louis J. Foreman 292,594 * Anne P. Hodges 261,186 * Charles T. Hodges 1,485, % David L. Hood, Jr. 1,103, % J. Blaine Jackson 3 473, % J. Alexander Law, Jr. 77,408 * David Longo 1,687, % Dennis W. Moser 126,017 * Donald Philip Renaldo, M.D. 741, % Sara C. White 324,067 * W. Todd Barbee 3 142,077 * Gregory G. Burke 3 424, % All directors, nominees and executive officers as a group (15 people) 4 * ,245, % Represents less than 1% of the issued and outstanding Common Stock. Unless otherwise noted, all shares are owned directly of record by the named individuals, by their spouses and children, or by other entities controlled by the named individuals. Based upon a total of 33,637,716 shares of Common Stock outstanding as of the Record Date and assumes the exercise of only those stock options included with respect to the designated recipient. Includes stock options of 376,907 for Mr. Jackson, 92,817 for Mr. Barbee, 376,907 for Mr. Burke. Includes 846,631 shares underlying options that have vested under the Bank's stock option plans. 3

5 PROPOSAL 1 ELECTION OF DIRECTORS The Bank s bylaws provide that the number of its directors will not be less than five nor more than 25. The exact number of directors is fixed by the Board prior to the annual meeting of shareholders at which such directors are to be elected. The Board has currently fixed the number of directors at 13. Following the Meeting, this number will be reduced to 12. The Bank s articles of incorporation and bylaws provide that, so long as the total number of directors is nine or more, the directors will be divided into three classes, as nearly equal as possible in number. Each director in a class is elected for a term of three years or until his or her earlier death, resignation, retirement, removal or disqualification or until his or her successor is elected and qualified. As a result, there is one class of directors to be elected at the Meeting for a three-year term. The Board has nominated the three people named below for election as directors to serve three-year terms, or until their earlier death, resignation, retirement or disqualification or until their successors are elected and qualified. All three of our nominees are existing directors. The persons named in the accompanying form of proxy intend to vote any shares of the Common Stock represented by valid proxies received by them to elect the three nominees listed below as directors for three-year terms, unless authority to vote is withheld or any proxies are validly revoked. In the event that any of the nominees should become unavailable to accept nomination or election, it is intended that the proxy holders will vote to elect another person in his or her stead as the present Board may recommend or to reduce the number of directors to be elected at the Meeting by the number of nominees unable or unwilling to serve (subject to the requirements of the Bank s articles of incorporation and bylaws). The present Board has no reason to believe that any of the named nominees will be unable to serve if elected to office. All of our directors continuing in office are seasoned leaders who bring to the Board a vast array of business experience. They possess a breadth of varied experience in leadership; consumer banking; commercial and small business banking; finance and accounting; real estate; risk management; operations management; strategic planning; business development; and technology qualities that led the Board to conclude that they should continue to serve as directors of the Bank. In addition, the directors continuing in office represent diverse viewpoints and a blend of historical and new perspectives working collaboratively with candid discussion. 4

6 DIRECTOR NOMINEES Name Age Experience and Skills Director Since Term Expires Dr. Jack M. Cathey 58 Dr. Cathey is an Associate Professor of Accounting in the Belk College of Business at the University of North Carolina at Charlotte. Dr. Cathey has been a Certified Public Accountant since He is the co-author of the textbook Accounting Theory and has authored/co-authored over 15 articles in the areas of accounting, taxation and technology. Dr. Cathey has eleven years of experience serving as a bank director. He earned a Doctor of Philosophy degree in Accounting from Virginia Tech, a Masters degree from Virginia Tech and a Bachelor of Science degree in Accounting from Wake Forest University Casey S. Crawford 39 Mr. Crawford is President of Movement Mortgage. In 2011, Movement Mortgage was named Charlotte s Fastest Growing Company, growing from four employees in 2008 to over 400 while generating over $40 million in revenue. Additionally, he owns both Leap Insurance Agency and Integrated Title Services, a multi-state title agency. From , Mr. Crawford was a member of Super Bowl Champion Tampa Bay Buccaneers. He began his NFL career in Charlotte playing two years as a tight end for the Carolina Panthers ( ). Prior to his NFL career, Mr. Crawford excelled on and off the field, achieving all- ACC academic honors for his work in the classroom at the University of Virginia and earning a place on the National Good Works Team for his community service David Longo 53 Mr. Longo is the President and Chief Executive Office of CBI, a Charlotte-based firm that provides interior design and workplace strategy and planning solutions to a wide range of clients in the southeastern United States. Since founding the company in 1993, he has grown CBI from a small start-up to one of the largest and most admired interior solutions providers in the country. Mr. Longo also serves as a member of the finance committee of the Diocese of Charlotte and on the Diocesan Capital Campaign Committee, and the Catholic Schools Office Review Committee, as well as six years on the board of the Diocese of Charlotte Catholic Schools, three of which he served as President. Mr. Longo also sits on the Appalachian State University Interior Design Program Advisory Board and Department of Technology and Environmental Design Advisory Board. He serves as a director of the Charlotte Chamber of Commerce and President and Chair of the North Carolina Promotion and Development Fund, an organization that provides resources and funding to promote the exchange of opinion and ideas between businesses, government officials and community organizations in North Carolina

7 Name Age Experience and Skills Director Since Term Expires The Board of Directors recommends a vote FOR all of the above-listed nominees for election as directors. 6

8 PROPOSAL 2 AMENDMENT TO ARTICLES OF INCORPORATION TO AUTHORIZE A CLASS OF NON-VOTING COMMON STOCK The Board unanimously approved, subject to shareholder approval, an amendment to the articles of incorporation to authorize 40,000,000 shares of non-voting common stock. If approved by our shareholders, the amendment would permit the holders of our non-voting Convertible Perpetual Preferred Stock, Series C ( Series C Preferred Stock ) issued in our 2015 capital raise to exchange their shares of Series C Preferred Stock for shares of our non-voting common stock. While such an exchange would be voluntary, we believe that the holders of our Series C Preferred Stock will agree to such an exchange in order for the Bank to include the shares they hold as common equity tier 1 capital rather than additional tier 1 capital under applicable federal banking regulations. If this proposal is adopted, the articles of incorporation would be amended as set forth in Appendix A to this Proxy Statement. Although the Bank intends to file the articles of amendment with the North Carolina Secretary of State as promptly as possible after the amendment is approved by shareholders, the Board reserves the right to delay or abandon the amendment at its discretion. The proposed articles of amendment are included as Appendix A attached to this Proxy Statement and are incorporated by reference herein. Shareholders are urged to carefully read Appendix A in its entirety. If a quorum is present at the meeting, this proposal will be approved if the number of shares of Common Stock voted in favor of the matter exceeds the number of shares of Common Stock voted against the matter. The Board of Directors unanimously recommends that you vote FOR approval of the amendment to the Bank s articles of incorporation to authorize shares of non-voting common stock. 7

9 PROPOSAL 3 APPROVAL OF THE NEWDOMINION BANK 2016 EQUITY INCENTIVE PLAN The Board unanimously approved, subject to shareholder approval, the NewDominion 2016 Equity Incentive Plan (the Plan ) that provides for the grant of stock options, restricted stock, restricted stock units, and other stock-based awards to our officers, employees, directors, advisors and consultants and such similar persons as our affiliates. A total of 5,000,000 shares of common stock have been reserved for the issuance of awards under the Plan, subject to the anti-dilution provisions of the Plan. The following summary of the material features of the Plan is qualified in its entirety by reference to the copy of the Plan which is attached as Appendix B to this Proxy Statement and is incorporated by reference into this summary. The Plan is intended to replace the Bank s two existing stock options plans, which expired by their terms in May A total of 1,589,361 shares of common stock are reserved for issuance upon exercise of options granted under those plans, but no additional options can be granted under those plans. Purpose of the Plan We believe that it is desirable to have the ability to attract personnel and to encourage and reward exceptional performance by employees through awards that encourage stock ownership and proprietary interest in the Bank. By providing employees with additional incentive and reward opportunities, the Board believes that the Plan will provide incentives to such employees to increase shareholder value and therefore further align the interests of the employees with those of the shareholders to benefit all shareholders of the Bank. We also believe that the Plan is designed to reward our executive officers for the achievement of strategic and operational goals, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Administration of the Plan The Plan provides that it is to be administered by the Governance Committee of the Board, or any other committee appointed by the Board to administer the Plan. The Board has appointed the Governance Committee as the administrator of the Plan until further notice is given. The Governance Committee will administer the Plan and will have sole authority, in its discretion, to determine which officers, employees, consultants, advisors (including an emeritus director) or directors will receive awards under the Plan, the number of shares of common stock to be subject to each award, and the forfeiture restrictions (as defined below) for each award. The Governance Committee will have such additional powers delegated to it under the Plan, including the power to construe the Plan and the award agreements executed with recipients of awards thereunder and to determine the terms, restrictions and provisions of each agreement. The Governance Committee may also correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any award agreement in the manner and to the extent it would deem expedient to carry it into effect. The determinations of the Governance Committee on these matters will be conclusive. Types of Awards Issuable under the Plan awards. The Plan provides for awards of stock options, restricted stock, restricted stock units, and other stock-based The Plan requires that stock options can only be issued at or above the fair market value per share on the date of grant. Stock options granted to participants under the Plan may be either incentive stock options ( ISOs ) under the provisions of Section 422 of the Internal Revenue Code (the Code ), or options that are not subject to the provisions of Section 422 of the Code ( Nonqualified Stock Options ). Stock options entitle the recipient to purchase shares of common stock at the exercise price specified in the award agreement. The administrator at its discretion determines the number of option shares, the term of the option, the exercise price (subject to the minimum price described above), the vesting schedule and performance conditions (if any), and any other terms and conditions. In the case of 10% shareholders who receive ISOs, the exercise price may not be less than 110% of the fair market value of the common stock on the date of grant. An exception to each of these requirements may be made for options that the Bank may grant in substitution for options held by employees of companies that the Bank 8

10 acquires. In such a case, the exercise price is adjusted to preserve the economic value of the employee s stock option from his or her former employer. The Governance Committee will determine the periods during which the options will be exercisable. However, no option will be exercisable more than 10 years after the date of grant. Payment of the exercise price of any option may be made in cash or cash equivalent, as determined by the Governance Committee, to the extent permitted by law (1) by means of any cashless exercise procedure approved by the Governance Committee, (2) by delivering shares of common stock already owned by the option holder, (3) by such other method as the Governance Committee may determine or (4) any combination of the foregoing. Restricted stock consists of shares of common stock which are granted to the participant, subject to certain restrictions against disposition and certain obligations to forfeit such shares to the Bank under certain circumstances. The restrictions, which may be different for each award, will be determined by the Governance Committee in its sole discretion. Restricted stock awarded under the Plan will be represented by either a stock certificate or a book entry registered in the name of the participant. Unless otherwise provided in the applicable equity award agreement, the participant will have the right to receive dividends, if any, with respect to such shares of restricted stock, to vote such shares and to enjoy all other shareholder rights, except that the participant may not sell, transfer, pledge or otherwise dispose of the restricted stock until the restrictions have expired. A breach of the terms and conditions established by the Governance Committee pursuant to an award will cause a forfeiture of the award. The Governance Committee expects that participants generally will not be required to make any payment for common stock received pursuant to an award, except to the extent otherwise determined by the Governance Committee or required by law. A restricted stock unit is a right granted to the participant, denominated in shares of common stock, that will be settled, subject to the terms and conditions of the Plan, in cash, shares of common stock, or a combination of both, based upon the fair market value per share of a specified number of shares of common stock. The Governance Committee shall, prior to or at the time of grant, condition the vesting of restricted stock units upon the (i) continued service of the participant, (ii) the attainment of certain performance goals as decided upon by the Governance Committee, or (iii) both, the attainment of performance goals and the continued service of the participant. The conditions for grant or vesting and the other provisions of restricted stock units need not be the same with respect to each participant. Restricted stock units awarded under the Plan shall be settled as and when the restricted stock units vest, or, after consultation with Bank legal counsel, at a later time specified by the Governance Committee. In addition, subject to the provisions of the Plan and the applicable equity award agreement, during the restriction period, if any, set by the Governance Committee, the participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber the restricted stock units. A participant shall have no voting or dividend rights with respect to any restricted stock units granted under the Plan. The Governance Committee is also authorized, subject to limitations under applicable law, to grant to participants such other awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of common stock, as deemed by the Governance Committee to be consistent with the purposes of the Plan, including without limitation shares of common stock awarded purely as a bonus and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of common stock, and awards valued by reference to book value of shares of common stock or the value of securities of or the performance of the Bank. The Governance Committee will determine the terms and conditions of such awards. The Governance Committee, in its discretion, may set restrictions on awards based upon the achievement of performance goals, which may include any individual participant or Bank criteria or metric. Performance for any goal can be measured on an absolute basis (i.e., versus the Bank s budget or prior year result) or relative to a peer group or industry index, as well as over a one-year or multi-year period. The Governance Committee may, in its discretion, fully vest any or all equity awards awarded to a participant under an award and, upon such vesting, all option vesting conditions or forfeiture restrictions applicable to the award will terminate. Any such action by the Governance Committee may vary among individual participants and may vary among awards held by any individual participant. The Governance Committee may not, however, take any such action with respect to an award that has been granted to a covered employee, within the meaning of 9

11 Treasury Regulation Section (c)(2), if such award is intended to meet the exception for performance-based compensation under Section 162(m) of the Code. At the time any award is made, the Bank and the participants will enter into an equity award agreement setting forth the terms of the award and such other matters as the Governance Committee may determine to be appropriate. The terms and provisions of the award agreements need not be identical, and the Governance Committee may, in its sole discretion, amend an outstanding award agreement at any time in any manner that is not inconsistent with the provisions of the Plan. The maximum number of shares that may be subject to awards granted to any one participant may not exceed 100% of the aggregate number of shares of common stock that may be issued under the Plan (as adjusted from time to time in accordance with the provisions of the Plan). Amendment and Termination of the Plan The Board may amend or discontinue the Plan; provided, that shareholder approval will be required to (i) increase the total number of shares reserved for issuance under the Plan or (ii) change the class of recipients eligible to participate in the Plan. No amendment shall adversely affect any of the rights of any holder of any award without the holder s consent. The Governance Committee may accept surrender of equity awards under the Plan and grant new awards in substitution for them, provided that the Governance Committee will not exchange underwater stock options without prior shareholder approval. The Plan will terminate in any event five years after its effective date, but outstanding awards continue until they expire. Proportionate Adjustments to Authorized Shares; Reissuance of Shares under the Plan In the event of a stock dividend, stock split, reorganization, merger, recapitalization or other change affecting the common stock, the Governance Committee will make proportionate adjustments with respect to (1) the aggregate number and kind of shares that may be issued under the Plan, (2) the number, kind and exercise price (or other cash or property) of shares issuable pursuant to each outstanding award made under the Plan, and (3) the maximum number and kind of shares that may be subject to awards granted to any one individual under the Plan. If any award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares covered by an award are settled in cash in a manner that some or all of the shares covered by the award are not issued, the shares subject to such awards and the unissued shares resulting from the cash settlement shall again be available for issuance under the Plan. If any shares subject to an award are not delivered to a participant because the award is exercised through a reduction of shares subject to the award (i.e., net exercised ), including if the tax withholding obligations relating to any award are satisfied by delivering shares or withholding shares relating to such award, the number of shares that are not delivered to the participant shall no longer be available for issuance under the Plan. Forfeiture of Awards; Clawback of Shares If the Bank s capital falls below the minimum capital requirements set forth by the Bank s primary bank regulatory agency, such agency may direct the Bank to require participants to exercise or forfeit some or all of their awards. In addition, awards granted under the Plan will be forfeited and the participant will be obligated to repay the value realized from the conversion of awards into shares of common stock under certain circumstances further described in the Plan including, without limitation, the participant s termination of employment or service for cause or a restatement of financial results attributable to the participant s actions, whether intentional or negligent. Tax Effects of Participation in the Plan Stock Options. There are no federal income tax consequences to the participant or to the Bank on the granting of options. The federal tax consequences upon exercise will vary depending on whether the option is an incentive stock option or a nonqualified stock option. Incentive Stock Options. When a participant exercises an ISO, the participant will not at that time realize any income, and the Bank will not be entitled to a deduction. However, the difference between the fair market value of the shares on the exercise date and the exercise price will be a preference item for purposes of the alternative minimum tax. The participant will recognize capital gain or loss at the time of disposition of the shares acquired 10

12 through the exercise of an ISO if the shares have been held for at least two years after the option was granted and one year after it was exercised. The Bank will not be entitled to a tax deduction if the participant satisfies these holding period requirements. The net federal income tax effect to the holder of the incentive stock options is to defer, until the acquired shares are sold, taxation on any increase in the shares value from the time of grant of the option to the time of its exercise, and to tax such gain, at the time of sale, at capital gain rates rather than at ordinary income rates. If the holding period requirements are not met, then upon sale of the shares the participant generally recognizes as ordinary income the excess of the fair market value of the shares at the date of exercise over the exercise price stated in the award agreement. Any increase in the value of the shares subsequent to exercise is long or short-term capital gain to the participant depending on the participant s holding period for the shares. However, if the sale is for a price less than the value of the shares on the date of exercise, the participant might recognize ordinary income only to the extent the sales price exceeded the option price. In either case, the Bank is entitled to a deduction to the extent of ordinary income recognized by the participant. Nonqualified Stock Options. Generally, when a participant exercises a nonqualified stock option, the participant recognizes income in the amount of the aggregate market price of the shares received upon exercise less the aggregate amount paid for those shares, and the Bank may deduct as an expense the amount of income so recognized by the participant. The holding period of the acquired shares begins upon the exercise of the option, and the participant s basis in the shares is equal to the market price of the acquired shares on the date of exercise. Restricted Stock. Under the Code as presently in effect, a participant generally will not recognize any income for federal income tax purposes at the time an award of restricted stock is made, nor will the Bank be entitled to a tax deduction at that time, unless the participant elects under Section 83(b) of the Code to recognize income at the time that award of restricted stock is made. If the participant does not make such election, the value of the common stock will be taxable to the participant as ordinary income in the year in which the forfeiture restrictions lapse with respect to such shares of stock. We have the right to deduct, in connection with all awards, any taxes required by law to be withheld and to require any payments required to enable it to satisfy our withholding obligations. We will generally be allowed an income tax deduction equal to the ordinary income recognized by the participant at the time of such recognition. Restricted Stock Units. As with restricted stock, under the Code as presently in effect, a participant will not recognize any income for federal income tax purposes at the time an award of a restricted stock unit is made, nor will the Bank be entitled to a tax deduction at that time. When the restricted stock unit is extinguished and an award is issued, the tax consequences for restricted stock awards (see paragraph above) will be realized. A restricted stock unit does not have voting rights or dividend rights. Since no stock is transferred to the participant on the grant date of the restricted stock unit, an election to have the restricted stock unit taxed at the grant date cannot be made since Section 83(b) of the Code requires a transfer of stock. Additional Tax Matters. Unless otherwise determined in an award agreement, in the event of a change in control, as defined in the Plan: (1) each outstanding award shall become fully vested and, if applicable, exercisable, (2) the restrictions, payment conditions, and forfeiture conditions applicable to any such award granted shall lapse and (3) any performance conditions imposed with respect to awards shall be deemed to be fully achieved. Under Section 280G of the Code, we may not deduct certain compensation payable in connection with a change of control. The acceleration of vesting of awards in conjunction with a change in control of the Bank may be limited under certain circumstances thereby avoiding nondeductible payments under Section 280G. If the Bank becomes subject to Section 162(m) of the Code, we may not deduct compensation of more than $1,000,000 that is paid in a taxable year to certain covered employees as defined in Section 162(m) of the Code. The deduction limit, however, does not apply to certain types of compensation, including qualified performancebased compensation. We anticipate that some awards under the Plan may constitute qualified performance-based compensation for purposes of Section 162(m) of the Code. Plan Benefits Because no awards have been granted under the Plan as of the date of this Proxy Statement and all awards will be granted at the discretion of the Governance Committee, it is not possible for us to determine and disclose the 11

13 amounts of awards that may be granted to the named executive officers and the executive officers as a whole, if the Plan is approved. The maximum aggregate number of shares of common stock that may be subject to stock options granted in any calendar year to any one participant shall be 1,000,000 shares, and the maximum aggregate number of shares of common stock that may be subject to awards of restricted stock granted in any calendar year to any one participant shall be 1,000,000 shares. Such limitation shall be applied in a manner consistent with the requirements of, and only to the extent required for compliance with, the exclusion from the limitation on deductibility of compensation under Section 162(m) of the Code. Reasons for Authorization and Vote Required Code. The Plan is being submitted to the shareholders for approval pursuant to Sections 422 and 162(m) of the If a quorum is present at the meeting, this proposal will be approved if the number of shares of Common Stock voted in favor of the matter exceeds the number of shares of Common Stock voted against the matter. The Board of Directors recommends that you vote FOR the approval of the 2016 Equity Incentive Plan. 12

14 PROPOSAL 4 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS The Board of Directors has appointed Elliott Davis Decosimo, LLC to be the Bank s independent auditors for the fiscal year ending December 31, 2016, subject to the ratification of the appointment by the Bank s shareholders. Representatives of Elliott Davis Decosimo, LLC are expected to attend the Meeting and respond to appropriate questions and to make a statement if they so desire. Although shareholder ratification of the appointment of independent auditors is not required by the Bank s bylaws or otherwise, the Bank is submitting the selection of Elliott Davis Decosimo, LLC to its shareholders for ratification to permit shareholders to participate in this important corporate decision. If not ratified, the Board of Directors will reconsider the selection, although the Board will not be required to select different a firm to serve as the Bank s independent auditors. The Board of Directors recommends that shareholders vote FOR ratification of Elliott Davis Decosimo, LLC as the Bank s independent auditors for the fiscal year ending December 31, OTHER MATTERS Because no matters were presented to management prior to the mailing of this Proxy Statement, the proxy holders named in the enclosed form of proxy will vote the shares represented by the forms of proxy on any matters properly coming before the Meeting. As of the date of this mailing, management knows of no other matters to be presented for consideration at the Meeting. By Order of the Board of Directors Charlotte, North Carolina March 10, 2016 Charles T. Hodges Chairman of the Board of Directors 13

15 Appendix A State of North Carolina Department of the Secretary of State ARTICLES OF AMENDMENT OF NEWDOMINION BANK Pursuant to of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation. 1. The name of the corporation is: NewDominion Bank 2. The text of each amendment adopted is as follows: Article II, as contained in the corporation s Articles of Incorporation, shall be amended as follows: ARTICLE II Section 2.1. Total Authorized Shares of Capital Stock. The Bank shall have the authority to issue a total of 170,000,000 shares of capital stock, divided into classes as follows: Class Number of Shares Par Value Common Stock 140,000,000 $0.25 Preferred Stock 30,000,000 No Par Section 2.2. Common Stock. The common stock shall consist of two separate series, of which 100,000,000 shares shall be designated as Voting Common Stock ( Voting Common Stock ) and 40,000,000 shares shall be designated as Non-Voting Common Stock ( Non-Voting Common Stock, and together with Voting Common Stock, Common Stock ). Each holder of Voting Common Stock, as such, shall be entitled to one vote for each share of Voting Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote. Each holder of the Non-Voting Common Stock shall have the preferences, limitations and relative rights as set forth in the attached Exhibit A. Section 2.3. Preferred Stock. The shares of Preferred Stock, subject to applicable law and regulations, may be issued from time to time by the Bank, and the Board of Directors may create and divide such shares into series within that class, and such shares and the shares of each such series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations and relative rights (or qualifications, conditions or restrictions thereon) as the Board of Directors may and hereby is authorized to determine. This amendment does not modify or affect the authorization of the series of preferred stock that have A-1

16 Appendix A already been authorized prior to the date of this amendment, including the Articles of Amendment effective May 30, 2012, the Articles of Amendment effective March 30, 2015, and the Articles of Amendment effective December 28, If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows: N/A. 4. The date of adoption of each amendment was as follows:. 5. (Check either a, b, c, or d, whichever is applicable) a. The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares. b. The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares. c. The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required.) d. X The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes. 6. These articles will be effective upon filing, unless a delayed time and date is specified: These Articles of Amendment shall be effective at on, This day of, NEWDOMINION BANK Name of Corporation Signature Type or Print Name and Title A-2

17 Appendix A Exhibit A WHEREAS, the common stock of the Bank consists of two separate series, of which 100,000,000 shares is designated as Voting Common Stock ( Voting Common Stock ) and 40,000,000 shares is designated as Non-Voting Common Stock ( Non-Voting Common Stock, and together with Voting Common Stock, Common Stock ). RESOLVED, that pursuant to the provisions of the Articles of Incorporation and Bylaws of NewDominion Bank, a bank organized under the laws of the State of North Carolina (the Bank ), and applicable law, the voting and other powers, preferences and relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the Non-Voting Common Stock, of the shares of such series, are as follows: Section 1. Designation. Except as otherwise provided herein, the Non-Voting Common Stock shall in all other respects carry the same rights and privileges as the Voting Common Stock (including in respect of dividends and in respect of distributions upon any dissolution, liquidation or winding-up of the Bank) and be treated the same as the Voting Common Stock (including in any merger, consolidation, share exchange or other similar transaction) Section 2. Ranking. The Non-Voting Common Stock will rank subordinate and junior to the Bank s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A and all future issuances of preferred stock other than those which, by their respective terms, rank pari passu with the Non-Voting Common Stock, and shall rank pari passu with the Voting Common Stock with respect to all terms (other than voting, as set forth herein), including, the payment of dividends or distributions, and payments and rights upon liquidation, winding up and dissolution. Section 3. Definitions. The following initially capitalized terms shall have the following meanings, whether used in the singular or the plural: (a) Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended. (b) Articles of Amendment means these Articles of Amendment relating to the Non-Voting Common Stock. (c) (d) Bank means NewDominion Bank, a North Carolina bank. Board of Directors means the board of directors of the Bank. (e) Business Day means a day, other than a Saturday or Sunday, on which banks in North Carolina are open for the general transaction of business. (f) Common Stock has the meaning set forth in the Recitals. (g) Dividends has the meaning set forth in Section 4. A-3

18 Appendix A (h) Holder means the Person in whose name the shares of the Non-Voting Common Stock are registered, which may be treated by the Bank as the absolute owner of the shares of Non-Voting Common Stock for the purpose of making payment and settling the related conversions and for all other purposes. (i) Mandatory Conversion has the meaning set forth in Section 6. (j) Mandatory Conversion Date has the meaning set forth in Section 6. (k) Non-Voting Common Stock has the meaning set forth in the Recitals. (l) Notice of Conversion has the meaning set forth in Section 6. (m) Permissible Transfer means a transfer by the Holder (i) to an Affiliate of the Holder or to the Bank, (ii) in a widespread public distribution of the Bank s securities, (iii) in which no transferee (or group of Affiliated transferees) would receive 2% or more of any class of voting securities of the Bank, or (iv) to a transferee that would control more than a majority of the voting securities of the Bank (not including voting securities such person is acquiring from the transferor). (n) Person means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust. (o) Reorganization Event means (i) any consolidation, merger or other similar business combination of the Bank with or into another Person, in each case pursuant to which the Voting Common Stock will be converted into cash, securities or other property of the Bank or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property or assets of the Bank, in each case pursuant to which the Voting Common Stock will be converted into cash, securities or other property of the Bank or another Person; or (iii) any change, including by capital reorganization, reclassification or otherwise (other than a transaction resulting in an adjustment pursuant to Section 4 below), of the Voting Common Stock into securities including securities other than Voting Common Stock. (p) Voting Common Stock has the meaning set forth in the Recitals. Section 4. Dividends and Distributions; Adjustments for Combinations and Divisions of Common Stock (a) Holders of Non-Voting Common Stock will be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of funds legally available therefor, non-cumulative dividends ( Dividends ) in the same per share amount as the Dividends paid on a share of Voting Common Stock, and no more. No Dividends will be paid on the Voting Common Stock or any other class or series of capital stock ranking with respect to Dividends pari passu with the Voting Common Stock unless an identical Dividend is paid at the same time on the Non-Voting Common Stock; provided, however, that if a stock Dividend is paid on Voting Common Stock in Voting Common Stock, the Holders will be paid an equivalent stock Dividend payable solely in shares of Non-Voting Common Stock. Dividends that are payable on Non-Voting Common Stock will be payable to the Holders of record of Non-Voting Common Stock as they appear on the stock register of the Bank on the A-4

19 Appendix A applicable record date, as determined by the Board of Directors, which record date will be the same as the record date for the equivalent Dividend of the Voting Common Stock. In the event that the Board of Directors does not declare or pay any Dividends with respect to shares of Voting Common Stock, then the Holders will have no right to receive any Dividends. (b) Subject to Section 9 below, in the event that the Bank at any time or from time to time will effect a division of the Voting Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a Dividend in Voting Common Stock or in any right to acquire the Voting Common Stock), or in the event the outstanding Voting Common Stock will be combined or consolidated, by reclassification, reverse stock split or otherwise, into a lesser number of shares of the Voting Common Stock, then the Non-Voting Common Stock will, concurrently with the effectiveness of such event, be proportionately split, reclassified, combined, consolidated, reverse-split or otherwise, as appropriate, such that the number of shares of Voting Common Stock and Non-Voting Common Stock outstanding immediately following such event shall bear the same relationship to each other as did the number of shares of Voting Common Stock and Non-Voting Common Stock outstanding immediately prior to such event. Section 5. Liquidation. (a) In the event the Bank voluntarily or involuntarily liquidates, dissolves or winds up, the Holders at the time shall be entitled to receive liquidating distributions per share of Non- Voting Common Stock in an amount equal to the amount the holder of such share of Non-Voting Common Stock would receive in respect of such share if such share had been converted into Voting Common Stock immediately prior to such liquidation, dissolution, or winding up (assuming the conversion of all shares of Non-Voting Common Stock at such time, without regard to any limitations on conversion of the Non-Voting Common Stock), plus an amount equal to any authorized and declared but unpaid dividends thereon, to and including the date of such liquidation, out of assets legally available for distribution to the Bank s shareholders. (b) The Bank s consolidation or merger with or into any other entity, the consolidation or merger of any other entity with or into the Bank, or the sale of all or substantially all of the Bank s property or business will not constitute its liquidation, dissolution or winding up. Section 6. Mandatory Conversion. (a) On the date a Holder transfers any shares of Non-Voting Common Stock to a non- Affiliate of the Holder in a Permissible Transfer (the Mandatory Conversion Date ), each such transferred share of Non-Voting Common Stock will automatically convert, immediately following such transfer and without any further action on the part of any Holder, into one share of Voting Common Stock (a Mandatory Conversion ). (b) No later than three (3) Business Days following any Mandatory Conversion, the Holder of the converted shares shall provide the Bank a written notice of such conversion (a Notice of Conversion ). In addition to any information required by applicable law or regulation, the Notice of Conversion shall state (i) the number of shares of Voting Common Stock to be issued in respect of such conversion, (ii) the name in which shares of Voting Common Stock to be issued upon such conversion should be registered, and (iii) the manner in A-5