EXHIBIT 99.2

90-92 Main Street, P.O. Box 58

Wellsboro, PA 16901

Phone: (570) 724-3411 Fax: (570) 723-8097

E-Mail: cnemail@cnbankpa.com Web Page: http://www.cnbankpa.com

Stock Symbol: CZNC

Chartered 1864

Dear Shareholder:

Citizens & Northern finished 2012 on a strong note with fourth quarter net income of $5,939,000 resulting in net income of $22,705,000 for the year. While the quarterly and annual results are slightly less than the prior year the annual Return on Average Assets (ROAA) remains a robust 1.74% with a strong Return on Average Equity (ROAE) of 12.91%. The keys to our superior earnings performance are the maintenance of a strong net interest margin in a very difficult rate environment, strong non-interest income and an acute focus on overhead expenses.

Total assets remained relatively flat as we continue to de-leverage the balance sheet as the current interest rate environment provides few appropriate opportunities without incurring undue interest rate and/or credit risk. Other highlights for the year are non-performing assets remain manageable at .82% and residential mortgage origination remains brisk with the bank servicing $100,631,000 of mortgages generated which is an increase of $43,994,000 over the prior year. While bank assets were flat, Trust Assets Under Management rose 11.5% finishing the year at $707,912,000.

Our stock (CZNC) closed the year at $18.90, up 2.33% over the prior year. Dividends were increased to $.84 per share which represents an increase of 44.83% over the prior year.

We realize that 2013 will be a very challenging year for the industry as the Federal Reserve Bank continues to keep interest rates low causing margin compression and as more of the rules are finalized to implement Dodd-Frank.

I will more fully report on the past year with my correspondence to the shareholders contained in our Annual Highlights. As shareholders, we solicit your continued support.

Charles H. Updegraff, Jr.

Chairman, President & CEO

CITIZENS & NORTHERN CORPORATION

BOARD OF DIRECTORS

Charles H. Updegraff, Jr. - Chairman

CITIZENS & NORTHERN BANK

1-877-838-2517

OFFICES

428 S. Main Street, ATHENS, PA 18810

3 Main Street, CANISTEO, NY 14823

10 N Main Street, COUDERSPORT, PA 16915

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135 East Fourth Street, EMPORIUM, PA 15834

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612 James Monroe Avenue, MONROETON, PA 18832

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1827 Elmira Street, SAYRE, PA 18840

2 E. Mountain Ave., SO. WILLIAMSPORT, PA 17702

41 Main Street, TIOGA, PA 16946

428 Main Street, TOWANDA, PA18848

Court House Square, TROY, PA 16947

90-92 Main Street, WELLSBORO, PA 16901

130 Court Street, WILLIAMSPORT, PA 17701

1510 Dewey Ave., WILLIAMSPORT, PA 17702

Route 6, WYSOX, PA 18854

TRUST & FINANCIAL MANAGEMENT GROUP

CONDENSED, CONSOLIDATED EARNINGS INFORMATION