Dacotah Banks : Proxy Statement - 2022

Dacotah Banks, Inc.

Notice of 2022 Annual Meeting of Shareholders and

Proxy Statement

Dacotah Banks, Inc.

401 South Main Street Suite 212

Aberdeen SD 57401

April 20, 2022

Dear Shareholders:

We are pleased to invite you to attend the 2022 annual meeting of Dacotah Banks, Inc. shareholders ("Annual Meeting") to be held on Thursday, May 26, 2022. This year's meeting will be held virtually and will begin at 1:00p CT. On the day of the meeting, beginning at 12:30p CT, you can access the meeting using one of the two following methods:

• • Go towww.dacotahbank.com and click on the "Annual Meeting" button on the homepage; or

• • Go towww.virtualshareholdermeeting.com/DBIN2022.

Please note that you will need the Control Number from your Proxy Card to gain access to the Annual Meeting regardless of which method you use.

Details regarding the business to be conducted during the Annual Meeting are contained in the Proxy Statement. Enclosed with this Notice of 2022 Annual Meeting of Shareholders and Proxy Statement are the following:

• • 2021 Dacotah Banks, Inc. Annual Report ("Annual Report");

• • Consolidated Financial Statements of Dacotah Banks, Inc. for the year ended December, 31, 2021; and

• • Proxy Card.

To ensure the greatest possible participation from Shareholders at the Annual Meeting, even if you plan to attend the Annual Meeting, we strongly encourage you to promptly vote your shares of Dacotah Banks, Inc. common stock by Internet, Phone or Mail following the instructions on the Proxy Card. Voting your shares early by Internet, Phone or Mail will not prevent you from updating your votes during the Annual Meeting if you so desire.

Thank you for your continued support of Dacotah Banks, Inc.

Sincerely,

Notice of 2022 Annual Meeting of Dacotah Banks, Inc. Shareholders

The 2022 Annual Meeting of Shareholders of Dacotah Banks, Inc. will be held virtually on Thursday, May 26, 2022 at 1:00p CT for the following purposes:

• 1. Approval of the minutes of the 2021 annual meeting;

• 2. Election of thirteen (13) directors;

• 3. Ratification of the selection of Eide Bailly, LLP as independent certified public accountants for the Company for the year ending December 31, 2022; and

• 4. Transaction of such other business as may properly come before the meeting or any adjournment of said meeting.

The Board of Directors has fixed the close of business on April 1, 2022 as the record date ("Record Date") for the determination of shareholders entitled to vote at the Annual Meeting.

To ensure the greatest possible participation from Shareholders at the Annual Meeting, even if you plan to attend the Annual Meeting, we strongly encourage you to promptly vote your shares of Dacotah Banks, Inc. common stock by Internet, Phone or Mail following the instructions on the Proxy Card. Voting your shares early by Internet, Phone or Mail will not prevent you from updating your votes during the Annual Meeting if you so desire.

Dated: April 20, 2022

Proxy Statement

Dacotah Banks, Inc.

401 South Main Street

Suite 212 Aberdeen, South Dakota 57401

Annual Meeting of Shareholders

May 26, 2022

The enclosed Proxy is solicited by the Board of Directors of Dacotah Banks, Inc. ("Company") in connection with the annual meeting of shareholders of the Company to be held May 26, 2022. The Board of Directors at its meeting on February 22, 2022 appointed Richard L. Westra and Arthur R. Russo, and each of them, with power to act without the other and with the right of substitution in each, as Attorney-in-Fact to vote the shares of Dacotah Banks, Inc. common stock represented by Proxy at the Annual Meeting. All costs of solicitation, including the cost of preparing and mailing the Notice of 2022 Annual Meeting of Shareholders, Proxy Statement, Proxy and all supporting materials, will be paid by the Company. In addition to this solicitation, further solicitation of Proxies may be made in person, by mail, by telephone or by electronic mail. All such further solicitation will be made by regular employees of the Company who will not be additionally compensated, and the cost will be borne by the Company. This Proxy Statement and the enclosed Proxy were first sent to shareholders of the Company on or about April 20, 2022.

Proxies may be updated at any time prior to the end of the Annual Meeting as described on the Proxy Card. Shares represented by each properly executed Proxy, unless revoked, will be voted in accordance with the choices specified by the shareholder in the Proxy, or if no choices are specified by the shareholder, such shares will be voted as indicated in this Proxy Statement. Such shares specified as abstaining on any matter (or as withholding as to directors) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the meeting and as unvoted, although present and entitled to vote, for purposes of determining the approval of each matter as to which the shareholder has abstained. If a broker submits a Proxy which indicates that the broker does not have discretionary authority as to certain shares to vote on one or more matters, those shares will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the meeting, but will not be considered as present and entitled to vote with respect to such matters.

Only shareholders of record as of the close of business on April 1, 2022 may vote at the meeting or any adjournment of said meeting. As of April 1, 2022, there were issued and outstanding 11,169,333 common shares, which is the only class of stock of the Company.

The Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company provide for cumulative voting in the election of directors. Under cumulative voting, each shareholder may cast a number of votes equal to the number of shares owned by such shareholder multiplied by the number of directors to be elected. A shareholder may cast all of