Microsoft Word - bwb_Current_Folio_Proxy_TMBSF_v5.docx

RATIFICATION OF THE APPOINTMENT OF CLIFTONLARSONALLEN LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The Board of Directors recommends that you vote “FOR” the ratification of the appointment of CliftonLarsonAllen LLP to serve as our independent registered public accounting firm for the year ending December 31, 2021.

PROPOSAL 2

General The Audit Committee of the Board has reappointed CliftonLarsonAllen LLP, independent certified public accountants, as the Company’s independent registered public accounting firm for the year ending December 31, 2021, and shareholders are being asked to ratify that appointment. If the appointment of CliftonLarsonAllen LLP is not ratified, the matter of the appointment of our independent registered public accounting firm will be considered by the Audit Committee. Representatives of CliftonLarsonAllen LLP are expected to attend the virtual meeting to respond to appropriate questions and to make a statement, if they so desire. Shareholder Vote Necessary to Ratify the Appointment of CliftonLarsonAllen LLP as the Company’s Independent Registered Public Accounting Firm Ratification of the appointment of CliftonLarsonAllen LLP as our independent registered public accounting firm requires the affirmative vote of the holders of at least a majority of the voting power of all outstanding common stock of the Company present and entitled to vote thereon. Abstentions with respect to this proposal will have the effect of a vote against this proposal. Any “broker non-votes,” which occur when brokers are prohibited from exercising voting authority for beneficial owners who have not provided voting instructions or otherwise do not vote on the proposal will be disregarded and have no effect on the outcome of the vote. Board Recommendation We recommend that you vote “FOR” the ratification of the appointment of CliftonLarsonAllen LLP to serve as our independent registered public accounting firm for the year ending December 31, 2021. Proxies properly signed and returned will be voted “FOR” this proposal unless you specify otherwise. Accountant Fees For the fiscal years ended December 31, 2020 and 2019, the Company incurred the following fees for professional services performed by CliftonLarsonAllen LLP:

2020

2019

Audit Fees (1)

$223,910 $234,968

Audit-Related Fees (2) All Other Fees (3)

9,500 14,453

11,000 10,452

(1) Audit fees include fees for professional services performed by CliftonLarsonAllen LLP for (i) the audit of the Company’s consolidated annual financial statements, (ii) the review of the interim consolidated financial statements included in quarterly reports on Form 10-Q, (iii) the services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements, and (iv) other services that generally only the principal accountant can provide. (2) Audit-related fees include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services may include employee benefit plan audits and consultations concerning financial accounting and reporting standards. (3) All other fees include expenses. The Audit Committee, after consideration of these matters, does not believe that the rendering of these services by CliftonLarsonAllen LLP is incompatible with maintaining their independence as our principal accountants.

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Bridgewater Bancshares, Inc.