ChoiceOne currently has 100,000 shares of preferred stock and 12,000,000 shares of common stock authorized for issuance. As of March 30, 2021, no shares of preferred stock were issued and outstanding, 7,802,285 shares of common stock were issued and outstanding and 72,907 shares were reserved for issuance under the ChoiceOne's various equity plans, leaving ChoiceOne with 4,124,808 shares of common stock available for future issuance. Therefore, the Board of Directors believes that it is advisable to have additional authorized shares of common stock available for future issuance to position ChoiceOne to be able to react quickly to strategic opportunities that may arise in the future. Furthermore, the additional authorized shares would also be available for possible future dividends, equity compensation plans, and other corporate purposes that might be considered.

All of the additional authorized shares of common stock would be of the same class with the same dividend, voting, and liquidation rights as the shares of common stock presently issued and outstanding. Shareholders have no preemptive rights to acquire shares of common stock issued by ChoiceOne under its Articles of Incorporation and shareholders would not acquire preemptive rights with respect to the additional authorized shares of stock under the proposed amendment to the Articles of Incorporation.

If the proposed amendment is adopted, the newly authorized shares would be unreserved and available for issuance, except with respect to any such shares reserved for issuance under existing or future equity compensation plans as required by Nasdaq Listing Rule 5635(c). No further shareholder authorization would be required prior to the issuance of such shares by ChoiceOne.

If the shareholders approve the proposal, ChoiceOne will file a Certificate of Amendment to the Company's Articles of Incorporation to amend the first paragraph of Article III of the Company's Articles of Incorporation as follows:

Article III

The total authorized capital stock of the corporation is Fifteen Million One Hundred Thousand (15,100,000) shares of stock divided into two classes, as follows:

A.       Fifteen Million (15,000,000) shares of common stock, which shall be called "Common Stock."

B.       One Hundred Thousand (100,000) shares of preferred stock, which shall be called "Preferred Stock."

The text of the proposed amendment is subject to modification to include such changes as the Board of Directors determines to be necessary or advisable to effect the increase in authorized shares of common stock.

Your Board of Directors recommends that you vote FOR the approval of the

proposed amendment to the Company's Articles of Incorporation.

Advisory Approval of Executive Compensation

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (the “Act”"Act"), shareholders may cast an advisory vote on the approval of the compensation of the Company’sCompany's named executive officers as disclosed in this proxy statement pursuant to the SEC’sSEC's compensation disclosure rules. The Company has designed its executive compensation programs to attract, motivate, reward, and retain senior management talent, and to encourage senior management to manage the Company to achieve our corporate objectives and increase shareholder value through long-term profitable growth. The Personnel and Benefits Committee, which consists entirely of independent directors, oversees the compensation of the Company’sCompany's named executive officers. The Personnel and Benefits Committee believes that the Company’sCompany's compensation programs are appropriate for the Company taking into account such factors as the size of the Company and theChoiceOne Bank, the market for executive talent in which we compete, and the Company’sCompany's short-term and long-term strategic objectives. The Personnel and Benefits Committee believes that the Company’sCompany's compensation programs strike an appropriate balance between incentivizing growth while not encouraging excessive risk-taking. For these reasons, we are recommending that our shareholders vote “FOR”"FOR" the adoption of thefollowingthe following resolution:

RESOLVED, that the shareholders of ChoiceOne Financial Services, Inc. (the “Company”"Company") approve the compensation of the Company’sCompany's named executive officers, as disclosed in the Company’sCompany's proxy statement for the 20192021 Annual Meeting of Shareholders under the heading entitled“Executiveentitled "Executive Compensation.”"

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy and programs described in thisproxythis proxy statement.

The vote is not binding on the Company, the Board of Directors or the Personnel and Benefits Committee. However, the Board of Directors and Personnel and Benefits Committee value the opinions of our shareholders and will take the results of the vote into consideration when making future decisions regardingexecutiveregarding executive compensation.

The Company’sCompany's current policy is to provide shareholders with an opportunity to approve the compensation of the named executive officers each year at the annual meeting of shareholders. The next such vote will occur at the 20202022 annual meetingofmeeting of shareholders.

Your Board of Directors and Personnel and Benefits Committee, which consists entirely of independent directors,

recommend that you vote FOR the approval of the compensation of the Company’sCompany's named executive officers.

Advisory Vote on the Frequency of Future Votes to Approve the Company’s Executive Compensation

In accordance with the requirements of the Act, we are asking our shareholders to cast an advisory vote on how frequently we should hold future votes to approve the Company’s executive compensation. By voting on this proposal, shareholders may indicate whether they would prefer a shareholder vote to approve the Company’s executive compensation once every year, once every two years or once every three years. Shareholders may also abstain from voting onthis matter.

The Board of Directors has decided to recommend that shareholders vote in favor of holding a shareholder vote to approve the Company’s executive compensation every year. The Board supports an annual advisory vote because we believe that this will provide our shareholders with an ongoing, consistent and timely means of providing input regarding our executive pay programs. The frequency—one year, two years or three years—that receives the greatest number of votes will be considered to have been approved by the shareholders. This vote is advisory and is not binding on the Company, the Board of Directors or the Personnel and Benefits Committee. However, the Board of Directors and the Personnel and Benefits Committee values the opinions of our shareholders and will take them into consideration when making future decisions regarding the frequency of future shareholder advisory votes onexecutive compensation.

Your Board of Directors and Personnel and Benefits Committee, which consists entirely of independent directors,
recommends that you vote ONE YEAR for the frequency of the vote to approve the Company’s executive compensation.

Ratification of the Selection of Independent Registered Public Accounting Firm

ChoiceOne’s

ChoiceOne's Audit and Compliance/CRA Committee (“("Audit Committee”Committee") has approved the selection of Plante & Moran, PLLC as the Company’sCompany's independent registered public accounting firm to audit the financial statements of ChoiceOne and its subsidiaries for 2019,the year ending December 31, 2021, and to perform such other appropriate accounting services as may be approved by the Audit Committee. The Audit Committee and the Board of Directors propose and recommend that shareholders ratify the selection of Plante & Moran, PLLC to serve as the Company’sCompany's independent auditors for the year ending December 31, 2019.2021. More information concerning the relationship of the Company with its independent auditors appears below under the headings “Audit"Audit Committee,” “Independent" "Independent Registered Public Accounting Firm,”" and “AuditCommittee"Audit Committee Report.”"

If the shareholders do not ratify the selection of Plante & Moran, PLLC, the Audit Committee will consider a change in auditors for thenextthe next year.

Your Board of Directors and Audit Committee, which consists entirely of independent directors,

recommend that you vote FOR ratification of the selection of Plante & Moran, PLLC as our independent auditors for 2019.2021.

Corporate Governance

Independence

The Board of Directors has determined that the following 811 of its 1014 directors who served during 20182020 are “independent”"independent" directors as of December 31, 2020 as defined by the rules of the SEC and the NasdaqListingNasdaq Listing Rules:

GregL. ArmockJames A. Bosserd

KeithD.Keith D. Brophy

JackG.Harold J. Burns

Eric E. Burrough

David H. Bush

Patrick A. Cronin

Jack G. Hendon

PaulL.Paul L. Johnson

RaymondA. Lanning*Gregory A. McConnell

BradleyF. McGinnis

NelsW.Nels W. Nyblad

RoxanneM.Roxanne M. Page

In making this determination, the Board of Directors considered all ordinary course loans and other business transactions between the directorsanddirectors and ChoiceOne.

* Mr. Lanning resigned from the Board of Directors effective as of March22, 2019.

Committees of the Board of Directors

The Board of Directors has established the following fivestandingstanding committees:

•Audit andCompliance/CRA Committee

•Executive and LoanReview Committee

•Governance andNominating Committee

•Personnel andBenefits Committee

•Asset/Liability andRisk Committee

Audit and Compliance/CRA Committee.The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee oversees the financial reporting and accounting processes of ChoiceOne. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent public accounting firm and reviews its fees for audit and non-audit services and the scope and results of audits performed by it. The Audit Committee also reviews ChoiceOne’sChoiceOne's internal accounting controls, the proposed form of its financial statements, the results of internal audits and compliance programs, and the results of the examinations received from regulatory authorities. The Audit Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Audit Committee charter can be found in the Investor Relations section of ChoiceOne’sChoiceOne's website at www.choiceone.com. As of the date of this proxy statement, Roxanne M. Page (Chairperson), Keith D. Brophy, Harold J. Burns, Patrick A. Cronin, Jack G. Hendon, and Bradley F. McGinnisGregory A. McConnell serve on the Audit Committee. ChoiceOne has designated Ms. Page as an audit committee financial expert as defined by rules of the SEC. All of the members of the Audit Committee are “independent”"independent" directors as defined by the rules of the SEC and Nasdaq Listing Rules. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities, and personnel of the Company, and may retain outside counsel or other experts for this purpose at the expense of the Company. The Audit Committee met five timesduring 2018.times during 2020.

Executive and Loan Review Committee. The Executive and Loan Review Committee reviews all aspects of the Bank’s loan activity, including new loans of $25,000 or more, problem or other loans identified by examiners, loans 60 days or more past due and non-accrual loans. The Executive and Loan Review Committee also approves loan charge-offs and extensions of credit of up to 15% of the capital and surplus of the Bank. The Executive and Loan Review Committee may also act in other capacities if the Board of Directors so authorized. As of the date of this proxy statement, Greg L. Armock (Chairperson), James A. Bosserd, Paul L. Johnson, Nels W. Nyblad and Roxanne M. Page serve on the Executive and Loan Review Committee. The Executive and Loan Review Committee met thirteen timesduring 2018.

Governance and Nominating Committee.The Governance and Nominating Committee administers the process of nominations for directorships and coordinates ChoiceOne’sChoiceOne's corporate governance initiatives and policies. The Governance and Nominating Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Governance and Nominating Committee charter can be found in the Investor Relations section of ChoiceOne’sChoiceOne's website at www.choiceone.com. As of the date of this proxy statement, Paul L. Johnson (Chairperson), James A. Bosserd, Keith D. Brophy, David H. Bush, and Jack G. HendonPatrick A. Cronin serve on the Governance and Nominating Committee. All of the members of the Governance and Nominating Committee are “independent”"independent" directors as defined by Nasdaq Listing Rules. The Governance and Nominating Committee may establish subcommittees of the committee and delegate authority and responsibility to subcommittees. In appropriate cases, in its discretion, the Governance and Nominating Committee may delegate its authority to the executive officers, being mindful that the committee and the Board of Directors are responsible to the Company’sCompany's shareholders to perform the functions and fulfill the responsibilities charged to the committee under its charter. charter. The Governance and Nominating Committee has authority to engage consultants, advisors and legal counsel at the expense of the Company. The Governance and Nominating Committee met three timesduring 2018.times during 2020.

Personnel and Benefits Committee.Committee. The Personnel and Benefits Committee performs the functions of a compensation committee. The Personnel andBenefitsand Benefits Committee:

•Reviews from time to time the personnel policies and programs of ChoiceOne, and submits recommendations to the Boardof Directors;

•Administers the equity plans of ChoiceOne that are approved by the Boardof Directors;

•Reviews the administration of and proposed changes to the retirement and welfare benefit plans of ChoiceOne that are approved by the Boardof Directors;

•Makes recommendations to the Board of Directors with respect to incentive compensation plans andequity-based plans;

•Makes any determinations and approvals relating to incentive-based compensation (with the ratification of the Board of Directors) as required to comply with applicabletax laws;

•While meeting outside of the presence of the Chief Executive Officer, reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of those corporate goals and objectives, and determines the compensation of the Chief Executive Officer based on the evaluation for recommendation to the Board ofDirectors; and

•While meeting outside of the presence of the Chief Executive Officer, determines the long-term incentive component of the compensation of the Chief Executive Officer, taking into consideration ChoiceOne’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to ChoiceOne’s Chief Executive Officer inpast years.

The Personnel and Benefits Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Personnel and Benefits Committee charter can be found in the Investor Relations Section of ChoiceOne’sChoiceOne's website at www.choiceone.com. All of the members of the Personnel and Benefits Committee are “independent”"independent" directors as defined by the rules of the SEC and the Nasdaq Listing Rules. As of the date of this proxy statement Jack G. Hendon (Chairperson), Paul L. Johnson, Bradley F. McGinnis,Harold J. Burns, Eric E. Burrough, and Nels W. Nyblad serve on the Personnel and Benefits Committee. Kelly J. Potes attends meetings but is not a member of this committee. The Personnel and Benefits Committee may establish subcommittees of the committee and delegate authority and responsibility to subcommittees. In appropriate cases, in its discretion, the Personnel and Benefits Committee may delegate its authority to the executive officers, being mindful that the committee and the Board of Directors are responsible to the Company’sCompany's shareholders to perform the functions and fulfill the responsibilities charged to the committee under its charter. The Personnel and Benefits Committee may delegate to the Chief Executive Officer authority to recommend the amount or form of compensation paid to other executive officers and associates subordinate to the Chief Executive Officer, subject to approval by the committee and such limitations and reporting responsibilities as the committee in its discretion shall require. The Personnel and Benefits Committee will not delegate to executive officers its authority to approve awards of stock options or other stockstock-based compensation. The Personnel and Benefits Committee has authority to engage consultants, advisors and legal counsel at the expense of the Company. The Personnel and Benefits Committee met five timesduring 2018.three times during 2020.

Asset/Liability and Risk Committee. The Asset/Liability and Risk Committee oversees and assesses the adequacy of the Company’s management of key risks including credit risk, asset/liability risk, liquidity risk, and operational risk. The committee is also responsible for monitoring the Company’s risk management profile and obtaining reasonable assurance of adherence to the Company’s risk management policies. The committee reviews and approves the Company’s policies, plans and programs relating to risk management, and monitors the effectiveness of the Company’s risk management programs. The Asset/Liability and Risk Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Asset/Liability and Risk Committee charter can be found in the Investor Relations section of ChoiceOne’s website at www.choiceone.com. As of the date of this proxy statement, James A. Bosserd (Chairman), Greg L. Armock, Bradley F. McGinnis, and Roxanne M. Page serve on the Asset/Liability and Risk Committee. The Asset/Liability and Risk Committee may delegate responsibility for the assessment of certain risks to various committees of management or the Board of Directors, which shall report and make recommendations to the committee concerning specific areas of risk. The Asset/Liability and Risk Committee has authority to engage consultants, advisors and legal counsel at the expense of the Company. The Asset/Liability and Risk Committee met four timesduring 2018.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors has determined that having an independent director serve as Chairman of the Board is in the best interest of shareholders at this time. The structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board. We believe that this leadership structure is preferred by a significant numberBoard of theCompany’s shareholders.Directors.

The Board of Directors is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through the Audit Committee and through ChoiceOne Bank's Asset/Liability and Risk Committee, and the Audit Committee, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors satisfies this responsibility through reports by each committee chair regarding the committee’scommittee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks withinthewithin the Company.

Nominations of Directors

The Governance and Nominating Committee will consider director candidates recommended by shareholders, directors, officers, third party search firms and other sources. The Governance and Nominating Committee will ultimately determine whether a recommendation will result in a nomination. In considering potential nominees, the committee will review all candidates in the same manner, regardless of the source of the recommendation. In evaluating the skills and characteristics required of board members, the committee considers various factors and believes that eachcandidateeach candidate should:

•be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work wellwith others;

•be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities ofa director;

•possess substantial and significant experience that would be of particular importance to ChoiceOne in the performance of the duties ofa director;

•have sufficient time available to devote to the affairs of ChoiceOne in order to carry out the responsibilities of adirector; and

•have the capacity and desire to represent the balanced, best interests of the shareholders asa whole.

A shareholder may nominate a candidate for director in accordance with ChoiceOne’sChoiceOne's Restated Articles of Incorporation. A shareholder nominating a director must send a written notice to the Secretary of ChoiceOne that sets forth with respect to eachproposedeach proposed nominee:

•the name, age, business address and residence address ofthe nominee;

•the principal occupation or employment ofthe nominee;

•the number of shares of common stock of ChoiceOne that the nomineebeneficially owns;

•a statement that the nominee is willing to be nominated and toserve; and

•such other information concerning the nominee as would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election ofthe nominee.

You must send this notice to the Secretary not less than 120 days prior to the date of notice of an annual meeting and not more than seven days following the date of notice of a special meeting called for electionofelection of directors.

Anti-Hedging and Pledging Policy

Our anti-hedging and pledging policy aligns the interests of our directors and executive officers with our shareholders. The policy prohibits our directors and executive officers from purchasing any instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of ChoiceOne’sChoiceOne's common stock, including short-selling, equity swaps, collars, exchange funds, put or call options, or prepaid variableforwardvariable forward contracts. Further, the policy prohibits directors and executive officers from pledging, hypothecating or otherwise encumbering shares of ChoiceOne's stock as collateral for indebtedness (including, but not limited to, holding such shares in a margin account), except that they may pledge, hypothecate or otherwise encumber shares of ChoiceOne common stock as collateral securing loans made by ChoiceOne or its subsidiaries to its directors and executive officers if such loans (a) are made in the ordinary course of business, (b) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to ChoiceOne or its subsidiaries, and (c) do not involve more than a normal risk of collectability or present other unfavorable features.

Board Meetings and Attendance

During 2018,2020, the ChoiceOne Board of Directors held twelvesix regular meetings and two special meetings. All directors attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings of committees on which they served during the periods thattheythat they served.

Annual Meeting Attendance

ChoiceOne expects all of its directors to attend its annual meeting of shareholders. All directors attended the 2018annual2020 annual meeting.

Communicating with the Board of Directors

Shareholders and interested parties may communicate with members of ChoiceOne’sChoiceOne's Board of Directors by sending correspondence addressed to the board as a whole, a specific committee, or a specific board member c/o MaryAdom J. Johnson,Greenland, Chief Operating Officer and Secretary, ChoiceOne Financial Services, Inc., 109 East Division, Sparta, Michigan 49345. All correspondence will be forwarded directly to the applicable member(s) of the BoardofBoard of Directors.