Board of Governors of the Federal Reserve System

FRY-6 0MB Number 7100-0297 Approval expires November 30, 2019 Page 1 of 2

Annual Report of Holding Companies-FR Y-6

Report at the close of business as of the end of fiscal year This Report is required by law: Section 5(c)(1)(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections B(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec­tions 113, 165, 312, 618, and 809 of the Dodd-FrankAct(12 U.S.C. §§ 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified.

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. I.John M. Kennedy

Name of the Holding Company Director and Official

President & CEO Titte of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre­pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.F.R. Part 261, that.. the Reporter .and individual consent to public release of all deta · the re ort concerning that individu

pany Director and Official

Date of Signature

For holding companies ill21 registered with the SEC-Indicate status of Annual Report to Shareholders: @ is included with the FR Y-6 report 0 will be sent under separate cover 0 is not prepared

For Federal Reserve Bank Use Only

RSSDID 1205996 C.I.

This report form is to be filed by all top-tier bank holding compa­nies, top-tier savings and loan holding companies, and U.S. inter­mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require­ments of and is not treated as a qualifying foreign banking orga­nization under Section 211 .23 of Regulation K (12 C.F.R. § 211 .23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or spon­sor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number.

Date of Report (top-tier holding company's fiscal year-end): December 31, 2018 Month / Day / Year

N/A Reporte~s Legal Enbty Identifier (LEI) (20-Character LEI Code)

Reporter's Name, Street, and Mailing Address

GREENFIELD BANCSHARES. INC. Legal Tille of Holding Company

1920 NORTH STATE STREET (Mailing Address of the Holding Company) Street / P.O. Box

GREENFIELD Indiana 46140 City State Zip Code

Physical Location (1f different from mailing address)

Person to whom questions about this report should be directed: JENNA GANNON CONTROLLER Name

317 -467 -7037 /5328 Area Code/ Phone Number / Extension

317-467-7054 Area Code I FAX Number

jgannon@gbcbank.com E-mail Address

N/A

Titte

Address (URL) for the Holding Company's web page

:~i~~~~~~n~~~~~:!~~~t-'.~~~~~t~~- ~~-r-~n~-:.o~i-~n-~-f· __ [::rn In accordance with the General Instructions for this report (check only one),

1. a letter justifying this request is being provided along with the report . . . . . .. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . D

2. a letter justifying this request has been provided separately ... D NOTE: Information for which confidential treatment is being requested

must be provided separately and labeled as "confidential."

Pub~c reporting burden for this lnfonnation collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5 50 hours per response, including time to gather and maintain data in the required fonn and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of lnfonnation, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Weshington, DC 20551 , and to the Office of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503. 0312018

FORM FR Y-6

Greenfield Bancshares, Inc. 1920 N. State Street

Greenfield, IN 46140 Fiscal Year Ending December 31, 2018

REPORT ITEM

1. The bank holding company prepares an annual report for its shareholders and is not registered with the SEC.

2a. Organizational Chart

Greenfield Bancshares, Inc. Greenfield, IN U.S.A.

Incorporated in Indiana No LEI

100%

Greenfield Banking Company Greenfield, IN U.S.A.

Incorporated in Indiana LEl:549300LCSS511 JWT1A44

100%

G.B.C. Portfolio Management, Inc. Las Vegas, NV U.S.A.

Incorporated in Delaware No LEI

2b. Report Item 2b, Branch Verification

3. Report Item 3, Securities Holders - attached

4. Report Item 4, Insiders - attached

Re.suits: A list of branches !or your depository Institution: GRUNFIELD BANJ(!NG COMPANY (ID_~SD. 5926.441

This depository institution is he-Id by- GREENFIELD 8ANCSHARE5'. INC. j1105996) of GREENrlELD. IN

The data are as of 12/31/2018, Data ffftect.s tnformatiOtl that wu receiwd and processed throu&h 01/06/2019

Reconcmation and Ytrifietion Steps 1. In the Data Action column of Heh branch row, enter one o, more of the acttons specified below 2. If required, enter the date In the Effectiwe Date cmumn

OK: If the branch informatton Is conect. enter 'OK' In the Data Action column.

Chanae• Uthe branch Information is Incorrect or incomplete, revise the data, enter "Change' In the Data Action column and the date whffl this information first beume valid In the Effectlw Date column.

d~: If a branch listed wai sold or closed, enter 'CIMe In the Data Action column and the sale or dosure date in the Effectlw Date column. Delete; If a bunch listed was newr owna-d by this depository institution, enter 'Delete in the Data Action ~umn.

Add. If a reportable branch is misslnL Insert• row, 1dd the branch data, and entfl' Add' in the Data Action column and the openin1 or acquisition date in the Effective Date column.

If pnntina this list, you may nttd to adjust your pa1e setup in MS Excel. Try usin1 landscape orientation, p11e salinL and/or le1al sized papff.

submluion Procedure When you are finished, send a sawd copy to y,our FRB contact. See the detailed instructions on this site for more Inform Ilion. tfyou are e-mailin1 this to your FAB contact, put yourinstitution name, city and state in the subjed. line of the e-mail.

Note:

To satisfy the FA Y·lO reporti"I rtqulrements, vou must also subm;t FR Y-10 Oomestk Branch Sche-dules for each branch w ith a Data Action of Cha'l.ge, Cl1tte, Delete. or Add

The FR Y-10 report may be submined ln a hard copy format or via the FR Y·lO Online applic-atlon • https://y10online.fecleralreserve.1ov.

• FDIC UNINUM, Office Number, and IO_RSSO ~urnns are for reference onty. Verification of these values is not required.

Data Actk,n Effectfw Date lranc:h Scl'Yke TVDI! aranch 10 RSSO• PCHK lar Name Street Addreu dtv State OK full Service {Head Office! 592644 GREENFJELD BANKING COMPANY 1920 NORTH STAT£ STREET GREENFIELD IN OK Full Service 2120425 CUMBERLAND BRANCH 12140 EAST WASHINGTON CUMBERLAND IN OK Full SeMce 2014871 FORlVILLE BRANCH 111 WEST BROADWAY FORTVILLE IN OK Full Service 3717073 DOWNTOWN BRANCH 10 EAST MAIN STREET GREENFIELD IN OK full Service 2017136 M ERIDIAN ROAD BRANCH S 1 NORTH MENDlAN ROAD GREENFIELD IN OK Full SeM<:e 1n2121 MCCORDSvtlLE BRANCH 7363 NORTH 600 WEST MCCORDSVILLE IN OK Full Sit,rvice 3967056 NEW PALESTINE BRANCH 5783 WEST US 52 NEW PALESTINE IN

Zip Code

46140 46229

46040 46140

46140

46055 46163

County Count,v

HANCOCK UNIITD STATES

HANCOCK UNITEDSTATCS

HANCOCK UNITED STATES

HANCOCK UNITED STATES HANCOCK UNITED STATES

HANCOCK UNITED STATES HANCOCK UNITEOSTATCS

FOtCUNINUM• Office Number• HudOffice Head Office ID RSSQ• COffll'IMntl Not RL-ouired Not RHiuired GR£[NFIEL0 BANKING COMPANY 592644 NotRHulrecl Not Rellulred GREENFIELD BANKING COMPANY 592644 Not Reciuired Not Reciuired GREENFIELD BANKING COMPANY 592644 Not Reoufred Not 11-ulred GREENFIELD BANKING COMPANY 591644 Not Reauired NotR-ulred GREENFIELD BANKING COMPANY 592644 Not R .... uired Not Aeauired GREENFIELD BANKING COMPANY 592644 Not Renulred Not A .... uired GREENFIELD BANKING COMPANY 592644

FRY-6

Greenfield Bancshares, Inc. Greenfield, IN

Fiscal Year Ending December 31, 2018

Re ort Item 3: Securities Holders

Current Securities Holders with ownership, control or holdings of 5% or more with power to vote as-of fiscal year end.

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had ownership, control or holdings of 5% or more with power to vote during the fiscal year.

(1 )(a) (1 )(b) (1)(c) (2)(a) (2)(b) (2)(c) Number and Number and

Country of Percentage of Each Country of Percentage of Each Name & Address (City, Citizenship or Class of Voting Name & Address Citizenship or Class of Voting State, Country) Incorporation Securities (City, State, Country) Incorporation Securities

Stuart C. Barr USA 9,047 = 7.51 % NIA NIA NIA Greenfield, IN (USA)

Report Item 4 : Insiders (1 )(a)(b)(c) and (2)(a)(b)(c)

(1) (2) (3)(a)

Names & Address (City, State, Country) (Country of citizenship)

Principal Occupation Title & Position if other than with with Holding Holding Company Company

Stuart C. Barr NIA (Greenfield, IN. USA) (USA)

C. Thomas Cone NIA (Greenfield, IN, USA) (USA)

Dennis G. Fisk Sr. NIA (Greenfield, IN, USA) (USA)

Joseph D. Johnson Education Consultant

(Greenfield, IN, USA) (USA)

Director

Director

Director

Director

FR Y-6

Greenfield Bancshares, Inc. Greenfield, IN

Fiscal Year Ending December 31, 2018

(3)(b) (3)(c)

Title & Position Title & Position with with Other Subsidiaries (include Businesses names of (include names of subsidiaries) other businesses)

NIA

NIA

N/A

NIA

NIA

Retired Partner Williams Cone &

Billings Attorneys at Law

NIA

Owner SonCentric, LLC

(4)(a) (4)(b) (4)(c)

List names of other companies (includes partnerships) if 25% or more of voting securities are held (List

Percentage of names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)

7.51% None

2.00% None

0.42% None

0.06% None

None

50% Williams Cone &

Billings

None

100% SonCentric, LLC

John M. Kennedy Banking PresidenU President N/A 0.28% None None

Director

(Greenfield, IN, Greenfield Banking

USA) Company

(USA) Director

GBC Portfolio Management, Inc.

James W. Miller N/A Director Director N/A 1.49% None None

(Greenfield, IN, Greenfield Banking

USA) Company

(USA) Director

GBC Portfolio Management , Inc.

David C. Pasco N/A Director N/A N/A 0.87% None None

(Greenfield , IN, USA) (USA)

Richard P. Roberts Landscape Architect Director NIA Director 0.12% None 25%

(Greenfield, IN, Construction Greenstorm, LLC

USA) Services Engledow Group

(USA)

Steven A Smith N/A Director N/A Retired Owner 0.27% None 50%

(Greenfield, IN, Steven A. Smith Steven A. Smith

USA) Agency, Inc. Agency, Inc.

(USA)

Vickie M. Mattox Banking Secretary & Senior Vice President N/A 0.003% None None

(Greenfield, IN, Asst. Treasurer Chief Operating Officer

USA) & Cashier

(USA) Greenfield Banking Company