WHAT ARE THE REASONS FOR THE CONVERSION?

Our primary reasons for our decision to convert into a stock form of ownership are to establish an organizational structure that will enable us to: increase our capital to support future growth and profitability; compete more effectively in the financial services marketplace; offer our depositors, employees, management, and directors an equity ownership interest in TC Federal, and thereby an economic interest in our future success; attract and retain qualified personnel; and increase our flexibility to structure and finance the expansion of our operations.

WHAT CHANGES WILL OCCUR AS A RESULT OF THE CONVERSION? WILL THERE BE ANY CHANGES AT MY LOCAL BRANCH?

No changes are planned in the way we operate our business. The conversion is an internal change to our corporate structure. The conversion will have no effect on the staffing, products or services we offer to our customers through our offices, except to enable us to potentially add additional staff, products and services in the future.

WILL THE CONVERSION AND OFFERING AFFECT CUSTOMERS’ DEPOSIT ACCOUNTS OR LOANS?

No. The conversion will have no effect on the balance or terms of any deposit account. Your deposits will continue to be federally insured to the fullest extent permissible by law. The terms, including interest rates, of your loans with us will also be unaffected by the conversion.

IS TC FEDERAL BANK CONSIDERED “WELL-CAPITALIZED” FOR REGULATORY PURPOSES?

Yes. As of December 31, 2020, TC Federal Bank was considered “well-capitalized” for regulatory purposes.

WHY SHOULD I VOTE “FOR” THE PLAN?

Your vote “FOR” the Plan is extremely important to us. Each eligible TC Federal customer as of May 3, 2021 received a Proxy Card attached to a Stock Order Form. These packages received by eligible customers also include a Proxy Statement describing the Plan, which cannot be implemented without their approval.

Although you have the right to subscribe for stock, voting does not require you to purchase shares of common stock in the offering.

WHAT VOTE IS REQUIRED TO APPROVE THE PLAN?

The Plan must be approved by the affirmative vote of a majority of votes eligible to be cast by the members of TC Federal at the special meeting of members.

WHAT HAPPENS IF I DON’T VOTE?

Your vote is very important. Not voting all the Proxy Cards you receive will have the same effect as voting “AGAINST” the Plan. Without sufficient favorable votes, we cannot proceed with the conversion and related stock offering.

HOW DO I VOTE?

Mark your vote, sign and date each Proxy Card enclosed and return the card(s) in the enclosed Proxy Reply Envelope. Alternatively, you may vote by Internet or by telephone, by following the simple instructions on the Proxy Card. PLEASE VOTE PROMPTLY. NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST” THE PLAN.

HOW MANY VOTES ARE AVAILABLE TO ME?

Eligible depositors at the close of business on May 3, 2021 are entitled to one vote for each $100 or fraction thereof on deposit. No depositor may cast more than 1,000 votes. Additionally, each borrower as of November 20, 2019 whose borrowing remained outstanding at the close of business on May 3, 2021 will be entitled to one vote. Proxy Cards are not imprinted with your number of votes; however, votes will be automatically tallied by computer.

WHY DID I RECEIVE MORE THAN ONE PACKET?

If you had more than one deposit and/or applicable loan account on May 3, 2021, you may have received more than one packet of material, depending on the ownership structure of your accounts. There are no duplicate cards — please promptly vote all the Proxy Cards sent to you. Telephone and Internet voting are available 24 hours a day.

MORE THAN ONE NAME APPEARS ON MY PROXY CARD. WHO MUST SIGN?

The name(s) reflect the title of your account. Proxy Cards for joint accounts require the signature of only one of the account holders. Proxy Cards for trust or custodian accounts must be signed by the trustee or the custodian, not the listed beneficiary.

HOW MANY SHARES ARE BEING OFFERED AND AT WHAT PRICE?

TC Bancshares, Inc. is offering for sale between 3,995,000 and 5,405,000 shares of common stock (subject to increase to 6,215,750 shares) at $10.00 per share. No sales commission will be charged to purchasers.

WHO IS ELIGIBLE TO PURCHASE STOCK DURING THE STOCK OFFERING?

Pursuant to our Plan, non-transferable rights to subscribe for shares of TC Bancshares, Inc. common stock in the Subscription Offering have been granted in the following descending order of priority:

Shares of common stock not purchased in the Subscription Offering may be offered for sale to the public in a Community Offering, with a preference given to natural persons and trusts of natural persons residing in the Georgia Counties of Brooks, Colquitt, Grady, Mitchell and Thomas, and Florida Counties of Gadsden, Jefferson, Leon and Wakulla.

Shares not sold in the Subscription and Community Offerings may be offered for sale through a Syndicated Offering to the general public.

I AM ELIGIBLE TO SUBSCRIBE FOR SHARES OF COMMON STOCK IN THE SUBSCRIPTION OFFERING BUT AM NOT INTERESTED IN INVESTING. MAY I ALLOW SOMEONE ELSE TO USE MY STOCK ORDER FORM TO TAKE ADVANTAGE OF MY PRIORITY AS AN ELIGIBLE ACCOUNT HOLDER?

No. Subscription rights are non-transferable! Only those eligible to subscribe in the Subscription Offering, as listed above, may purchase shares in the Subscription Offering. On the stock order form, you cannot add the names of others for joint stock registration unless they are also named on the qualifying deposit or loan account, and you cannot delete names of others except in the case of certain orders placed through an IRA, Keogh, 401(k) or similar plan, and except in the event of the death of a named eligible depositor. In addition, the stock order form requires that you list all deposit or loan accounts, giving all names on each account and the account number at the applicable eligibility record date. Your failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, if there is an oversubscription. Eligible depositors or borrowers who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal and state law and may be subject to civil enforcement actions or criminal prosecution.

WHAT IS THE DEADLINE FOR PURCHASING SHARES?

To purchase shares in the Subscription and Community Offerings, you must deliver a properly completed, signed Stock Order Form, with full payment, so that it is received (not postmarked) before 4:00 p.m., Eastern Time, on June 22, 2021.

HOW MAY I PAY FOR THE SHARES?

Payment for shares can be remitted in two ways:

By personal check, bank check or money order, payable to TC Bancshares, Inc. These will be deposited upon receipt. We cannot accept wires or third party checks. Please do not mail cash!

By authorized deposit account withdrawal of funds from your TC Federal deposit account(s). The Stock Order Form section titled “Method of Payment — Deposit Account Withdrawal” allows you to list the deposit account number(s) and amount(s) to be withdrawn. Funds designated for direct withdrawal must be in the account(s) at the time the Stock Order Form is received. You may not authorize direct withdrawal from accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Also, IRA or other retirement accounts held at TC Federal may not be listed for direct withdrawal. See information on retirement accounts below.

WILL I EARN INTEREST ON MY FUNDS?

Yes. If you pay by personal check, bank check or money order, you will earn interest at a rate of 0.05% per annum from the date we process your payment until the completion or termination of the conversion and offering. At that time, you will be issued a check for interest earned on these funds. If you pay for shares by authorizing a direct withdrawal from your TC Federal deposit account(s), your funds will continue earning interest within the account at the contract rate. The interest will remain in your account(s) when the designated withdrawal is made, upon completion or termination of the conversion and offering.

ARE THERE LIMITS TO HOW MANY SHARES I CAN ORDER?

Yes. The minimum order is 25 shares ($250). The maximum number of shares that may be purchased by a person or group of persons exercising subscription rights through a single deposit account held jointly is 30,000 shares ($300,000). Additionally, no person or entity, together with any associate or group of persons acting in concert, may purchase more than 40,000 shares ($400,000) in all categories of the offering combined.

More detail on purchase limits, including the definition of “associate” and “acting in concert,” can be found in the Prospectus section entitled “Summary — Limits on the Amount of Common Stock You May Purchase.”

MAY I USE MY TC FEDERAL INDIVIDUAL RETIREMENT ACCOUNT (“IRA”) TO PURCHASE SHARES?

You may use funds currently held in retirement accounts with TC Federal. However, before you place your stock order, the funds you wish to use must be transferred to a self-directed retirement account maintained by an independent trustee or custodian, such as a brokerage firm. If you are interested in using IRA or any other retirement funds held at TC Federal or elsewhere, please call our Stock Information Center as soon as

possible for guidance, but preferably at least two weeks before the June 22, 2021 offering deadline. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time, and may be subject to limitations imposed by the institution where the funds are held.

MAY I USE A LOAN FROM TC FEDERAL TO PAY FOR SHARES?

No. TC Federal, by regulation, may not extend a loan for the purchase of TC Bancshares, Inc. common stock during the offering.

MAY I CHANGE MY MIND AFTER I PLACE AN ORDER TO SUBSCRIBE FOR STOCK?

No. After receipt, your executed Stock Order Form cannot be modified or revoked unless the offering is terminated or is extended beyond June 22, 2021 or the number of shares of common stock to be sold is increased to more than 6,215,750 shares or decreased to less than 3,995,000 shares.

ARE DIRECTORS AND SENIOR OFFICERS OF TC FEDERAL BANK PLANNING TO PURCHASE STOCK?

Yes. Directors and senior officers, together with their associates, are expected to subscribe for an aggregate of 108,500 shares ($1,085,000), or approximately 2.7%, of the shares to be sold in the offering at the minimum of the offering range.

WILL THE STOCK BE INSURED?

No. Like any common stock, TC Bancshares, Inc.’s stock will not be insured by the Federal Deposit Insurance Corporation.

WILL DIVIDENDS BE PAID ON THE STOCK?

Following completion of the offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the payment of dividends.

HOW WILL TC BANCSHARES, INC.’S SHARES TRADE?

Upon completion of the conversion and offering, we expect the common stock will be traded on the Nasdaq Capital Market under the symbol “TCBC”. Once the shares have begun trading, you may contact a firm offering investment services in order to buy or sell “TCBC” shares in the future.

IF I PURCHASE SHARES DURING THE OFFERING, WHEN WILL I RECEIVE MY SHARES?

All the shares of TC Bancshares, Inc. common stock sold in the stock offering will be issued in book-entry form on the books of our transfer agent, through the Direct Registration System. Paper stock certificates will not be issued. As soon as practicable after completion of the stock offering, our transfer agent will send, by first class mail, a statement reflecting your stock ownership.

HOW CAN I GET MORE INFORMATION?

For more information, refer to the enclosed Prospectus or call our Stock Information Center toll-free, at (833) 902-3677, from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday. The Stock Information Center is not open on bank holidays.

TC FEDERAL BANK

     Please vote by marking one of the boxes as shown.

1.       Approval of the plan of conversion

REVOCABLE PROXY

CONTROL NUMBER

FOR  

The undersigned acknowledges receipt, before the execution of this proxy, of the Notice of Special Meeting of Members, TC Federal Bank proxy statement for the Special Meeting of Members, and TC Bancshares, Inc.’s prospectus.

Signature                                                         Date

NOTE: Only one signature is required in the case of a joint deposit account. Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. Corporations or partnership proxies should be signed by an authorized officer.

IF YOU VOTE BY MAIL, PLEASE COMPLETE, DATE, SIGN, AND RETURN ALL CARDS IN THE ENCLOSED PROXY RETURN ENVELOPE. NONE ARE DUPLICATES.

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TC FEDERAL BANK FOR USE AT A

SPECIAL MEETING OF MEMBERS TO BE HELD ON June 29, 2021 AND AT ADJOURNMENTS OF THAT MEETING FOR THE PURPOSES SET FORTH IN THE NOTICE OF SPECIAL MEETING

The undersigned hereby appoints the full Board of Directors of TC Federal Bank, with full powers of substitution, to act as attorneys and proxies for the undersigned to cast such votes as the undersigned may be entitled to cast at the Special Meeting of Members (the “Special Meeting”) to be held at TC Federal Bank’s main office (131 S. Dawson Street, Thomasville, GA 31792) on June 29, 2021 at 9:00 am EST, and at any and all adjournments thereof, as follows, in accordance with the instructions on the reverse side hereof:

1.  Approval of a Plan of Conversion pursuant to which TC Federal Bank would be converted from a federally chartered mutual savings bank to a federally chartered stock savings bank and issue all of its capital stock to a new holding company, TC Bancshares, Inc., and the transactions provided for in such Plan of Conversion, including the adoption of a new federal stock charter and new bylaws for TC Federal Bank, as described in more detail in the accompanying proxy statement.

Votes will be cast in accordance with this proxy. Should the undersigned be present and elect to vote virtually during the Special Meeting, or at any adjournments, and notifies the Secretary of TC Federal Bank at the Special Meeting of the undersigned’s decision to terminate this proxy, then the power of said attorney-in-fact or agents shall be deemed terminated and of no further force and effect.

THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED “FOR” THE PROPOSAL STATED ABOVE.

IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE PLAN OF CONVERSION.

(Continued on reverse side)