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PROXY STATEMENT/OFFERING CIRCULAR

of

Landmark Bank, National Association

and

The Landrum Company

801 East Broadway

Columbia, Missouri 65201

(573) 499-7363

Securities being offered—The Landrum Company:

113,640 shares of Class A Common Voting Stock, par value $0.01 per share¹

41,161 shares of Series E Preferred Stock, no par value, liquidation value $1,000 per share¹

You should carefully consider the “RISK FACTORS” beginning on page 11.

The date of this Proxy Statement/Offering Circular is [●], 2016, and it is first being mailed to the shareholders of Landmark Bank, National Association on or about [●], 2016.

The total number of shares of Class A Common Voting Stock and Series E Preferred Stock issued pursuant to the merger transaction will be less than the amounts shown herein. The Merger Agreement allows each Landmark Bank shareholder to elect either class of stock, or cash, as the merger consideration that shareholder will receive. As a result, it cannot be accurately predicted how many shares of each class will be issued in the merger. The aggregate offering price for the merger consideration actually issued by the Landrum Company will not exceed $41,160,800.

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MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

The boards of directors of Landmark Bank, National Association, headquartered in Columbia, Missouri, referred to herein as “Landmark Bank,” LMB Interim Bank, National Association, Columbia, Missouri, referred to herein as “LMB Interim Bank,” and The Landrum Company, a bank holding company headquartered in Columbia, Missouri, have approved a Merger Agreement to merge Landmark Bank with and into LMB Interim Bank, with LMB Interim Bank as the survivor. If the shareholders of Landmark Bank vote to approve the merger and the Merger Agreement, and if the merger is completed, Landmark Bank will merge with and into LMB Interim Bank, and shareholders of Landmark Bank will receive the merger consideration described below (other than The Landrum Company and those Landmark Bank shareholders who properly exercise their right to receive the appraised value of their shares instead of the merger consideration).

Holders of Landmark Bank common stock will be entitled to receive, at their election (each shareholder will make one election for all shares owned), for each one share of Landmark Bank common stock:

The Board of Directors of Landmark Bank formed an independent merger committee, comprising only independent directors. The independent merger committee in turn engaged independent legal and financial advisors to assist it in its review of the proposed merger and negotiation of the Merger Agreement. The merger consideration that minority shareholders of Landmark Bank will receive in the merger was derived through arms-length negotiations between the Landmark Bank independent merger committee and a committee of the Board of Directors of The Landrum Company. Attached as Annex D is the fairness opinion delivered by the Hovde Group, LLC, financial advisor to the Landmark Bank independent merger committee.

This Proxy Statement/Offering Circular provides you with detailed information about the proposed merger between Landmark Bank and LMB Interim Bank. This document also contains information about The Landrum Company and Landmark Bank. We encourage you to read carefully and consider this Proxy Statement/Offering Circular in its entirety.

If you require additional information, please contact:

Kevin D. Gibbens, President and Chief Executive Officer of Landmark Bank

801 East Broadway

Columbia, Missouri 65201

573-499-7363

MergerQuestions@LandmarkBank.com

or

Stephen E. Guthrie, Executive Vice President and Chief Financial Officer of Landmark Bank

801 East Broadway

Columbia, Missouri 65201

573-499-7363

MergerQuestions@LandmarkBank.com

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LANDMARK BANK, NATIONAL ASSOCIATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on September 14, 2016

TO THE SHAREHOLDERS OF LANDMARK BANK, NATIONAL ASSOCIATION:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Landmark Bank, National Association (the “Bank”) will be held on September 14, 2016, at 11:00 a.m. central time, at 801 East Broadway, Columbia, Missouri 65201, and any adjournments, continuations, or postponements thereof, for the following purposes:

The Board of Directors of the Bank has fixed the close of business on June 30, 2016, as the record date for determination of shareholders of the Bank entitled to notice of and to vote at the special meeting or any adjournments, continuations, or postponements thereof.

Columbia, Missouri

[●], 2016

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RISK FACTORS

The ownership of The Landrum Company stock involves a number of risks. If any of the risks described below actually occur, the business, financial condition, results of operations, or cash flows of The Landrum Company could be materially adversely affected. The risks below should be considered along with the other information included in this Proxy Statement/Offering Circular. There may exist other risks not identified here.

Risks Related to the Merger

There is No Established Market for Shares of The Landrum Company Stock (the Merger Consideration), and None is Expected to Form.

The shares of The Landrum Company Class A Common Voting stock and Series E Preferred stock issued as merger consideration to the shareholders of Landmark Bank will be freely tradable; however, there is currently no public market for these shares of The Landrum Company, nor is one expected to develop. Persons deemed to be affiliates of The Landrum Company after the merger (generally, directors, executive officers, and holders of 10 percent or more of The Landrum Company’s common stock) must comply with Rule 144 promulgated under the Securities Act of 1933 if they wish to sell or otherwise transfer any shares of stock of The Landrum Company received in the merger.

The Landrum Company May Fail to Achieve the Anticipated Benefits of the Merger.

The parties to the Merger Agreement anticipate a number of benefits will accrue to The Landrum Company and its shareholders from the Merger. SEE “THE MERGER—Background of the Merger and Reasons for the Merger and Board Recommendation; Independent Committee Recommendation” beginning at page [●]. It is possible that some or all of these expected benefits may fail to materialize, or may be less beneficial than anticipated. No assurance can be given that all, or any, of the expected benefits will be enjoyed by The Landrum Company or its shareholders.

Exchange Rates for Merger Consideration

The exchange ratios for the merger consideration (the number of shares of The Landrum Company stock issuable for each share of Landmark Bank stock held prior to the merger) were negotiated between the independent merger committee of Landmark Bank and the special transaction committee of The Landrum Company. Although each party considered various factors, the resulting exchange ratios should not be regarded as an indication of any future market price or value of The Landrum Company stock. No assurance is or can be given that The Landrum Company stock can be resold, if at all, for the values implied in the Merger Agreement.

The Value of Shares of The Landrum Company Stock after the Merger May Be Affected by Factors Different from those Currently Affecting Shares of Landmark Bank Common Stock.

The capital structure of The Landrum Company differs in some respects from Landmark Bank and, accordingly, the financial condition and results of operations of The Landrum Company may be affected by factors different from those currently affecting the independent financial condition and results of operations of Landmark Bank. For a discussion of the businesses of each of The Landrum Company and Landmark Bank, and of certain factors to consider in connection with those businesses. See “INFORMATION ABOUT THE LANDRUM COMPANY AND LANDMARK BANK” on page [●] and “THE LANDRUM COMPANY AND LANDMARK BANK MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” on page [●].

After the Merger, Shareholders of The Landrum Company Will Be Limited in their Ability to Influence The Landrum Company’s Actions and Decisions.

Following the merger, former shareholders of Landmark Bank (other than The Landrum Company) in the aggregate will hold approximately 15 percent of the outstanding shares of The Landrum Company common stock. As a result, these shareholders will have only a limited ability to influence The Landrum Company’s business and will not have separate approval rights with respect to any actions or decisions of The Landrum Company or have separate representation on The Landrum Company’s board of directors.

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Risks Related to Ownership of The Landrum Company Stock

Shares Are Not Insured

Shares of The Landrum Company are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency.

Absence of Registration under Applicable Securities Laws

The issuance of The Landrum Company stock as merger consideration has not been registered under the Securities Act of 1933, or under the securities laws of any state. Prospective purchasers must recognize that they do not necessarily have any of the protections afforded by applicable federal and state securities laws in registered and/or qualified offerings.

Reliance of The Landrum Company Upon Dividends from Landmark Bank

The Landrum Company relies on dividends from Landmark Bank for most of The Landrum Company’s revenue. The Landrum Company is a separate and distinct legal entity from Landmark Bank. These dividends are the principal source of funds to pay dividends on stock and interest and principal on debt. Various federal laws and regulations limit the amount of dividends that Landmark Bank may pay to The Landrum Company. In the event Landmark Bank is unable to pay dividends, The Landrum Company may not be able to service its debt, pay obligations, or pay dividends on stock. The inability to receive dividends from Landmark Bank could have a material adverse effect on The Landrum Company’s business, financial condition, and results of operations.

No Assurance of Cash Dividends

There can be no assurance that The Landrum Company will pay dividends in the future. Certain regulatory requirements could prevent The Landrum Company from paying dividends under certain circumstances even if the board of directors desires to declare dividends. See “SUPERVISION AND REGULATION—Regulation of The Landrum Company and Landmark Bank—Limitation on Dividends.” The payment of dividends on The Landrum Company shares is generally within the discretion of the board of directors, which will determine the amount of dividends declared, if any, based upon The Landrum Company’s and Landmark Bank’s capital and other needs.

Limited Resources

Future growth in operations or losses from operations may require increases in The Landrum Company’s capital. Additional equity financing could result in dilution to The Landrum Company’s existing shareholders. Debt financing would result in higher interest expense. There can be no assurance that The Landrum Company will generate sufficient funds to service its debt. Moreover, there is no assurance that future equity or debt financing will be available on terms acceptable to and/or in the amounts needed by The Landrum Company.

The Landrum Company Debt

In June 2011 The Landrum Company entered into a borrowing relationship with an unrelated bank. The Landrum Company borrowed pursuant to three credit facilities (one of which has been fully repaid), which totaled approximately $8.5 million as of December 31, 2015. The lender required that The Landrum Company secure its obligation by pledging all of the capital stock of Landmark Bank owned by The Landrum Company. Should The Landrum Company default on its loan obligations, the lender (or any successor) would have the right to exercise its security interest in the collateral (Landmark Bank capital stock) and either take ownership of that collateral or sell it pursuant to an auction. If that should happen, The Landrum Company would lose its only asset of appreciable value, essentially wiping out the economic interests of The Landrum Company’s shareholders. It is possible that regulators of The Landrum Company and/or Landmark Bank could impose requirements that directly or indirectly would require The Landrum Company to default on its loan obligations.

The Landrum Company has issued long-term subordinated debentures totaling approximately $34.8 million. The Landrum Company’s obligations under the debentures are subordinated to all senior indebtedness of The Landrum Company, as defined by the underlying agreements, but are senior to the rights of the holders of The Landrum Company’s stock.

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Security for Bank Debt

Landmark Bank had outstanding advances, commitments, and letters of credit with the Federal Home Loan Bank of Des Moines, Iowa (“FHLB”), of $187.4 million at December 31, 2015. Landmark Bank has pledged assets to the FHLB to secure its obligations. Landmark Bank also has pledged collateral and executed necessary agreements to allow for access to the Discount Window of the Federal Reserve Bank of St. Louis.

Concentration of Ownership

Approximately 58 percent of the shares of Class A Voting Common stock of The Landrum Company is held by seven trusts, the primary beneficiaries of which are family members of the late Marquis C. Landrum (his widow and descendants). Because of this concentration of ownership (which may remain in excess of 50 percent after the merger), shareholders who elect to receive The Landrum Company common stock as their merger consideration are unlikely to be able to effectively influence the election of directors or other matters to be voted upon by the shareholders of The Landrum Company. Currently four members of the Landrum family serve on The Landrum Company’s board of directors.

Obligation to Provide Liquidity to Benefit Plans

The Landrum Company has established an employee stock ownership plan and a combined benefit plan, both of which hold shares of The Landrum Company common stock. The Landrum Company is obligated under certain conditions to provide liquidity to these plans through the redemption of its common stock. Such obligation may arise at a time when The Landrum Company would not otherwise elect to redeem its shares, absent such an obligation. Any such redemption may have a material adverse effect upon the financial condition of The Landrum Company.

General Risks of Ownership and Operation of Financial Institutions

The Landrum Company’s primary asset is Landmark Bank. The Landrum Company’s ownership of Landmark Bank is subject to all of the risk and other factors generally incident to the operation of financial services businesses. The amount of revenue generated from the operation of Landmark Bank and the level of operating expenses will be affected by a number of factors that are not within the control of Landmark Bank or The Landrum Company, such as the conditions of the local and national economy and national monetary policy. Among the factors which can affect Landmark Bank’s business are:

Liability for Subsidiary Bank

By statute and under Federal Reserve policy, The Landrum Company is expected to act as a source of financial strength to Landmark Bank and commit resources to support Landmark Bank, even in circumstances where it might not otherwise choose to do so, absent such policy. This support may be required at times when The Landrum Company may not find itself able to provide it.

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No Assurance of Future Growth

The key components to The Landrum Company’s growth strategy are growing Landmark Bank’s loan portfolio and fee-based income. Landmark Bank’s ability to achieve such growth and expansion will be dependent upon numerous factors, including the intensity of competition for deposits, loans, and other bank-related services, with other bank and non-bank financial institutions, the availability of suitable opportunities to make loans, avoidance of credit losses, hiring and training of personnel, depth in management, and adequate financing.

Competition

Landmark Bank encounters substantial competition for customers of its deposit, loan, and other bank-related services in the markets in which it competes. Landmark Bank’s principal competitors include other financial institutions such as banks, savings and loan institutions, trust companies, credit unions, and a number of other non-bank competitors such as insurance companies, small loan companies, finance companies, mortgage companies, and other sources of funds, investment products, and payment services. Many of Landmark Bank’s non-bank competitors are not subject to the same extensive federal regulations applicable to Landmark Bank and, as a result, such competitors may have some advantage over Landmark Bank in providing certain services. Many of the financial institutions with which Landmark Bank competes are larger and have substantially greater financial resources than Landmark Bank.

Exposure to National Economic Conditions

Beginning in 2007 and broadening in 2008, market and economic conditions were severely impacted as credit conditions rapidly deteriorated and financial markets experienced widespread illiquidity and elevated levels of volatility. Concerns about future economic growth, interest rates, continued lower consumer confidence, credit contraction, and lower corporate earnings, as well as uncertainty with respect to governmental intervention in the economy, challenged the economic performance. As a result of these unparalleled market conditions, Congress and federal regulatory bodies, including the U.S. Treasury Department and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), initiated several actions that have changed the landscape of the U.S. financial services industry. These actions included adoption of the Emergency Economic Stabilization Act and various programs established under that legislation in 2008 and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) in 2010.

The deterioration and slow recovery of the economy negatively impacted the credit quality of Landmark Bank’s loan portfolio. Although The Landrum Company believes economic conditions have stabilized, continued slow to modest recovery over the years to come could adversely impact Landmark Bank’s loan portfolio.

In December 2015 the Federal Reserve initiated a hike in short-term interests, the first since 2006, from near zero, by 25 basis points (one-quarter of one percent). It is widely anticipated that the Federal Reserve will continue to slowly raise rates for an extended period of time, but the timing and extent of such changes cannot be predicted, adding uncertainty to the interest rate environment in which The Landrum Company does business.

Government Regulation

The Landrum Company and Landmark Bank are subject to extensive and pervasive regulation and reporting requirements of the Federal Reserve and the United States Office of the Comptroller of the Currency (the “OCC”). Such regulation restricts the activities that The Landrum Company may enter into and, in particular, its activities and transactions with respect to Landmark Bank. In addition to these prudential regulators, the Consumer Financial Protection Bureau (the “CFPB”) extensively regulates the activities of both bank and non-bank financial institutions. The CFPB has promulgated regulations that impact Landmark Bank’s operations and more such regulation is expected.

Recent Financial Reform Legislation

On July 21, 2010, the Dodd-Frank Act was signed into law. This law has significantly changed the bank regulatory structure and affected the lending, deposit, investment, trading, and operating activities of financial institutions and their holding companies. The Dodd-Frank Act required various federal agencies to adopt a broad

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range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies were given significant discretion in drafting the implementing rules and regulations. The Dodd-Frank Act also created a new regulator, the CFPB. Unlike traditional banking regulators which balance consumer protection with safe and sound banking practices, the CFPB is designed solely to regulate with respect to consumer protection.

Regulatory Capital Requirements

The Landrum Company and Landmark Bank are subject to various regulatory capital requirements, administered by the Federal Reserve and the OCC, respectively. The failure to meet minimum capital requirements would require these regulators to initiate certain mandatory actions and authorize a host of additional discretionary regulatory actions under the Prompt Corrective Action rules. These regulatory responses to undercapitalization may adversely affect the financial condition and results of operations of The Landrum Company and/or Landmark Bank. Even if The Landrum Company and Landmark Bank maintain minimum required capital levels, if they fail to maintain a higher level, referred to as “well capitalized,” applicable regulators could impose conditions and restrictions that could adversely affect the financial condition or results of operations of The Landrum Company and/or Landmark Bank.

New Basel III Capital Requirements

The primary U.S. banking regulators have promulgated final rules adopting new capital measures and requirements, commonly referred to as “Basel III.” The Basel III regulations have established a new capital measure (Common Equity Tier 1), established enhanced (higher) capital requirements under the Prompt Corrective Action provisions, and established capital-based restrictions on the payments of dividends, stock redemptions, and certain discretionary bonuses, among other things. Basel III rules became effective as of January 1, 2015, with certain aspects phased-in over time. Because Basel III became effective relatively recently, The Landrum Company cannot predict whether it will materially adversely affect The Landrum Company or its shareholders.

Interest Rate Risk

The Landrum Company’s earnings will depend to a great extent upon the level of net interest income achieved by Landmark Bank, which is the difference between interest income earned on loans and investments and the interest expense paid on deposits and other borrowings. There can be no assurance that maturities on assets of Landmark Bank will be appropriately balanced in relation to maturities of liabilities (gap management). Gap management is not an exact science; rather, it involves estimates as to how changes in the general level of interest rates will impact the yields earned on assets and the rates paid on liabilities. Moreover, rate changes can vary depending upon the level of rates and competitive factors. From time to time, maturities of assets and liabilities may not be balanced, and a rapid increase or decrease in interest rates could have an adverse effect on net interest margins and results of operations of The Landrum Company.

Liquidity of Landmark Bank and The Landrum Company

Liquidity risk at Landmark Bank and/or The Landrum Company could impair the ability to fund operations and jeopardize the financial condition of Landmark Bank and/or The Landrum Company. Liquidity is essential to Landmark Bank’s business. An inability to raise funds through traditional sources could have a substantial negative effect on liquidity. Landmark Bank’s access to funding sources in amounts adequate to finance activities and on terms that are acceptable could be impaired by factors that affect Landmark Bank or The Landrum Company specifically or the financial services industry or economy in general. Factors that could detrimentally impact access to liquidity sources include a decrease in the level of business activity as a result of a downturn in the markets in which Landmark Bank’s loans are concentrated or adverse regulatory action against Landmark Bank or The Landrum Company. The Landrum Company’s ability to borrow could also be impaired by factors that are not specific to it, such as a disruption in the financial markets or negative views or expectations regarding the prospects for the financial services industry.

The Landrum Company is a separate and distinct legal entity from Landmark Bank. The Landrum Company’s liquidity position is affected by dividends received from Landmark Bank, the amount of cash and other liquid assets on hand, payment of interest and dividends on debt and stock issued by The Landrum Company, capital

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contributions The Landrum Company makes into Landmark Bank, any reduction of debt by The Landrum Company, and proceeds raised through the issuance of stock. The failure of The Landrum Company to adequately fund its liquidity needs could have a substantial adverse effect upon its business, financial condition, and results of operations.

Sufficiency of Landmark Bank’s Allowance for Loan Losses

Landmark Bank’s customers may not repay their loans according to their terms, and the collateral securing the payment of these loans, if any, may be insufficient to assure repayment. When such events occur, Landmark Bank may experience significant loan losses that could have a material adverse effect on operating results. Management makes various assumptions and judgments about the collectability of Landmark Bank’s loan portfolio, including the creditworthiness of Landmark Bank’s borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of Landmark Bank’s loans. Landmark Bank maintains an allowance for loan losses in an attempt to cover any loan losses that may occur. In determining the size of the allowance, management relies on an analysis of Landmark Bank’s loan portfolio based on historical loss experience, volume and types of loans, trends in classifications, volume and trends in delinquencies and non-accruals, national and local economic conditions, and other pertinent information. If management’s assumptions are materially inaccurate, Landmark Bank’s current allowance may not be sufficient to cover future loan losses, and adjustments may be necessary to allow for different economic conditions or adverse developments in Landmark Bank’s loan portfolio. Material additions to Landmark Bank’s allowance for loan losses would materially decrease Landmark Bank’s (and The Landrum Company’s) net income. Landmark Bank’s allowance for loan losses was approximately $22.9 million (1.57% of total loans) and $22.2 million (1.67% of total loans) at December 31, 2015 and 2014, respectively.

Stability of Landmark Bank’s Borrowers

A substantial portion of Landmark Bank’s loan customers are considered to be small- to medium-sized businesses. Borrowers of this type frequently have smaller market share, less capitalization, and fewer resources to draw upon than larger competitors. This in turn may make Landmark Bank’s customers more vulnerable to economic downturns and other dislocations in the marketplace. These vulnerabilities, in turn, may cause Landmark Bank’s customers to have a greater propensity to fail to make loan payments in accordance with the terms of their loan documents. Should a materially large percentage of Landmark Bank’s customers suffer such problems at or about the same time, this could adversely affect the results of operations or financial condition of Landmark Bank and The Landrum Company.

Internal Controls

Landmark Bank’s controls and procedures may fail or be circumvented. Management regularly reviews and updates Landmark Bank’s internal controls, procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurance that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on The Landrum Company’s business, financial condition, and results of operations.

FDIC Deposit Insurance Premiums

Landmark Bank’s FDIC deposit insurance premiums could be substantially higher in the future, which could have a material adverse effect on future earnings. The Dodd-Frank Act established 1.35 percent as the minimum deposit reserve ratio. The FDIC has determined that the deposit reserve ratio should eventually be 2.0 percent and has adopted a plan under which it will meet the statutory minimum deposit reserve ratio of 1.35 percent by the statutory deadline of September 30, 2020. It is possible that Landmark Bank’s deposit insurance premiums will increase in the future as a result of these changes or from other, unforeseen, events.

Litigation

                Significant legal actions could subject The Landrum Company and/or Landmark Bank to substantial liability. From time to time banks are subject to claims related to operations. These claims and legal actions,

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including supervisory actions by regulators, could involve monetary claims and significant defense costs. As a result, The Landrum Company may be exposed to substantial liabilities, which could negatively affect its results of operations and financial condition.

Investment Portfolio

The value of securities in Landmark Bank’s investment portfolio may be negatively affected by changes in interest rates, disruptions in securities markets or changes in the economic policies of the federal government. Volatile market conditions may detrimentally affect the value of investment securities, such as through reduced valuations due to perceived heightened credit and liquidity risks. There can be no assurance that the declines in market value associated with these disruptions would not result in other-than-temporary impairments of these assets, which could lead to write-downs of the carrying value of these assets which in turn could have a material adverse effect on The Landrum Company’s net income and capital levels.

Reliance on Management

The success of Landmark Bank will depend to a large extent on its ability to attract and retain qualified senior management personnel for Landmark Bank. The loss of certain senior management personnel could adversely affect Landmark Bank. Although The Landrum Company and Landmark Bank have entered into employment agreements with certain executive officers, there can be no assurance that the services of the senior management of Landmark Bank will continue to be available or that Landmark Bank will be able to attract and retain qualified management personnel to sustain its growth.

Dependence on Technological Improvements

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Landmark Bank’s future success will depend in part upon its ability to create additional efficiencies in its operations. Many of Landmark Bank’s competitors have substantially greater resources to invest in technological improvements. There can be no assurance that Landmark Bank’s technological improvements will increase its operational efficiency or that Landmark Bank will be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers.

Reliance upon Computers and Network Security

Landmark Bank is reliant upon computer systems and network infrastructure to conduct its business. These systems could be vulnerable to various hardware and cyber security issues, including malfunction, “hacking,” and “identity theft” attacks. Landmark Bank’s financial condition and results of operations are dependent upon Landmark Bank successfully protecting its computers, networks, and information from attack, loss, or destruction, whether due to intentional bad acts or other circumstances, some of which may be beyond Landmark Bank’s ability to control. There can be no assurance that Landmark Bank will successfully protect these systems and assets.

Reliance upon Intellectual Property of Others

Landmark Bank relies upon various vendors to provide a host of technology products and services used by Landmark Bank to operate its business. These types of products and services are frequently the subject of litigation related to the ownership of the technology. As such, Landmark Bank’s vendors, or Landmark Bank itself, may at times be the subject of claims that a use of certain technology infringes upon the intellectual property or other rights of some third party. The costs of defense of such claims, even if successful, could be materially adverse to Landmark Bank, and a successful claimant may be able to deprive Landmark Bank of the right to use a necessary technology. This could expose Landmark Bank to excessive financial demands by a third party, or even the possibility of Landmark Bank being barred from using technology necessary for its operations. Landmark Bank is currently subject to claims related to such matters. See “INFORMATION ABOUT THE LANDRUM COMPANY AND LANDMARK BANK—Litigation.”

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Risks Related to the Concentration of Landmark Bank’s Loan Portfolio

Commercial Real Estate and Real Estate Construction. As of December 31, 2015, 2014, and 2013, on a consolidated basis, approximately 29 percent, 30 percent, and 32 percent, respectively, of Landmark Bank’s loan portfolio consisted of commercial real estate and multi-family loans, and 10 percent, 10 percent, and 8 percent, respectively, of Landmark Bank’s loan portfolio consisted of commercial real estate construction loans. Such concentrations of its loan portfolio expose Landmark Bank to greater risk of losses in its loan portfolio than would be the case if the portfolio were more diversified. The performance of commercial real estate loans is influenced by a number of factors, including the prevailing interest rates, inflation, and levels of regional commercial activity. A change in any one of these factors, or in factors that Landmark Bank does not anticipate, could cause the performance of commercial real estate loans in Landmark Bank’s portfolio to decline, leading to significant losses in its loan portfolio and a material deterioration in financial performance or financial condition.

Residential Real Estate. As of December 31, 2015, 2014, and 2013, on a consolidated basis, approximately 31 percent, 31 percent, and 31 percent, respectively, of Landmark Bank’s loans consisted of residential real estate loans. Such concentrations of its loan portfolio expose Landmark Bank to greater risk of loss in its loan portfolio than would be the case if the portfolio were more diversified. The performance of residential real estate loans is influenced by a number of factors, including national, regional, and local trends in home prices, rates of unemployment, general economic trends, interest rates, and regulations. A change in any one of these factors, or in factors that Landmark Bank does not anticipate, could cause the performance of residential real estate loans in Landmark Bank’s portfolio to decline, leading to significant losses in its loan portfolio and a material deterioration in financial performance or financial condition.

Commercial and Industrial. As of each of December 31, 2015, 2014, and 2013, on a consolidated basis, approximately 12 percent, 11 percent, and 11 percent, respectively, of Landmark Bank’s loans consisted of commercial and industrial loans. Such concentrations of its loan portfolio expose Landmark Bank to greater risk of losses in its loan portfolio than would be the case if the portfolio were more diversified. The performance of commercial and industrial loans is influenced by a number of factors, including national, regional, and local economic trends, interest rates, regulations, and inflation. A change in any one of these factors, or in factors that Landmark Bank does not anticipate, could cause the performance of commercial and industrial loans in Landmark Bank’s portfolio to decline, leading to significant losses in its loan portfolio and a material deterioration in financial performance of financial condition.

Energy Sector Risks.

The Texoma region of Landmark Bank provides loan and deposit services to participants in the energy sector. The economic performance of the energy industry is traditionally volatile in nature, and has proved so in recent years, with a significant downturn in gas and oil prices over the last several years. While oil prices have risen modestly recently, there is no assurance that energy prices will be any less volatile for the foreseeable future. Such volatility places energy sector participants at greater risk than commercial enterprises in more stable industries. This in turn results in more risk to Landmark Bank with respect to these loan and deposit customers. Adverse developments in the energy sector could result in significant losses, which could have a material adverse effect upon The Landrum Company results of operations and financial condition.

Environmental Risks

A materially large portion of Landmark Bank’s loan portfolio is secured by real estate. During the ordinary course of business Landmark Bank may foreclose upon such assets and take title in the real estate. This exposes Landmark Bank to risks of various environmental hazards including, but not limited to, the presence of hazardous substances and the need to remediate environmental hazards. The costs of defending claims of an environmental nature, whether brought by a governmental agency or a third party, could be sufficiently great to materially adversely affect the financial condition of Landmark Bank, even if no liability were found. Further, liability for environmental hazards may materially adversely affect Landmark Bank’s financial condition, should Landmark Bank be held liable, or elect to assume liability in lieu of litigation.

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U.S. Government Securities

Landmark Bank invests a portion of its securities portfolio in U.S. Government securities. During recent years the U.S. Congress has been deeply divided and this has resulted in periods of political instability during which it has been openly discussed that the U.S. Government might default upon its obligations, including the types of securities held by Landmark Bank. The mere consideration of possible default led one rating agency to down-grade U.S. Government securities, and another considered such a downgrade. An event of default by the U.S. Government (or possibly even just another threat of default) could result in substantial disruptions to the global financial markets and have a material adverse effect upon the financial condition of The Landrum Company.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF THE LANDRUM COMPANY

The following table sets forth certain financial information with respect to The Landrum Company, which is derived from the audited financial statements of The Landrum Company for the fiscal years ended December 31, 2015 and 2014. You should read this information in conjunction with The Landrum Company’s audited financial statements and related notes attached hereto as Annex G.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF LANDMARK BANK

The following table sets forth certain financial information with respect to Landmark Bank, which is derived from the audited financial statements of Landmark Bank for the fiscal years ended December 31, 2015 and 2014. You should read this information in conjunction with Landmark Bank’s audited financial statements and related notes attached hereto as Annex H.

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COMPARATIVE HISTORICAL AND PRO FORMA DATA

The following table sets forth for the common stock of The Landrum Company and Landmark Bank certain historical, pro forma (post-merger basis), and pro forma-equivalent per share financial information. For the book value per share information, cash dividends, basic earnings per share, and diluted earnings per share information for the year ended December 31, 2015, the pro forma information assumes the merger had become effective on January 1, 2015. The pro forma data in the tables represents a current estimate based on available information of the combined company’s results of operations and is based on an exchange ratio of 1.27 shares of common stock of The Landrum Company for each share of common stock of Landmark Bank (the exchange ratio under the Merger Agreement), and assumes that all shares of Landmark Bank common stock are converted into The Landrum Company common stock as a result of the merger, and that such The Landrum Company shares were outstanding for the period presented. The information in the following table is based on, and should be read together with, the historical financial information of The Landrum Company set forth in Annex G to this Proxy Statement/Offering Circular and the historical financial information of Landmark Bank set forth in Annex H to this Proxy Statement/Offering Circular.

As of December 31, 2015

(unaudited)

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At December 31, 2015, The Landrum Company and Landmark Bank each independently exceeded all of their respective regulatory capital requirements. The following table sets forth the pro forma regulatory capital of The Landrum Company after giving effect to the merger, based upon the assumptions that the merger was completed on January 1, 2015, and that all Landmark Bank common stock will be converted into The Landrum Company common stock, at the ratio specified in the Merger Agreement. On a pro forma basis after the merger, The Landrum Company’s pro forma regulatory capital will exceed all regulatory requirements.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Proxy Statement/Offering Circular contains certain forward-looking statements about the financial condition, results of operations, and business of The Landrum Company and Landmark Bank and about LMB Interim Bank as the surviving bank following the merger. These statements include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, tax consequences and accounting treatment of the merger, receipt of regulatory approvals, and pro forma data for The Landrum Company after the merger. These statements appear in several sections of this Proxy Statement/Offering Circular, including “SUMMARY,” “RISK FACTORS,” “INFORMATION CONCERNING THE LANDRUM COMPANY AND LANDMARK BANK,” and “THE LANDRUM COMPANY AND LANDMARK BANK MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.” The forward-looking statements generally include any of the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “should,” “will” or “plans” or other similar expressions.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The future results and shareholder values of The Landrum Company following the merger may differ materially from those expressed in these forward-looking statements. Many of the factors that could influence or determine actual results are unpredictable and not within the control of The Landrum Company. In addition, neither The Landrum Company nor Landmark Bank intends to, nor are they obligated to, update these forward-looking statements after this Proxy Statement/Offering Circular is distributed, even if new information, future events, or other circumstances have made them incorrect or misleading as of any future date.

Factors that may cause actual results to differ materially from those contemplated by forward-looking statements include, among others, those discussed in the section titled “RISK FACTORS” beginning on page 11, including the following:

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THE LANDMARK BANK SPECIAL MEETING OF SHAREHOLDERS

This Proxy Statement/Offering Circular and the accompanying proxy form are being furnished to you in connection with the solicitation by the board of directors of Landmark Bank of proxies to be used at the special meeting of shareholders for Landmark Bank and at any adjournments or postponements thereof. The special meeting for shareholders of Landmark Bank will be held at 801 East Broadway, Columbia, Missouri, at 11:00 a.m. central time on September 14, 2016. This Proxy Statement/Offering Circular, the notice of special meeting, and proxy form are first being sent to you on or about [●], 2016.

Purpose of the Meeting

At the special meeting of shareholders of Landmark Bank, the shareholders will consider and vote upon a proposal to approve the merger and the Merger Agreement, pursuant to which Landmark Bank will merge with and into LMB Interim Bank. Upon consummation of the merger LMB Interim Bank will be the survivor and a wholly-owned subsidiary of The Landrum Company, and the shareholders of Landmark Bank will elect either to become shareholders of The Landrum Company (common or preferred stock) or receive cash as their merger consideration. Approval of the proposal will constitute approval of the merger and the Merger Agreement. A copy of the Merger Agreement is attached to this Proxy Statement/Offering Circular as Annex A.

Shareholders of Landmark Bank are also being asked to authorize the proxies to vote in their discretion with respect to any other business that may properly come before the special meeting and any adjournment or postponement thereof. As of the date of this document, the Landmark Bank board of directors knows of no other matters that would be presented at the special meeting.

Record Date

Holders of record of shares of common stock of Landmark Bank at the close of business on June 30, 2016, are entitled to receive notice of and to vote at the special meeting of shareholders of Landmark Bank. At the close of business on June 30, 2016, there were 584,573 shares of common stock of Landmark Bank outstanding held by approximately 345 beneficial holders. The Landrum Company holds 495,093 shares of Landmark Bank common stock, or 84.69 percent.

Quorum; Required Vote

The holders of a majority of the outstanding shares of common stock of Landmark Bank entitled to vote at the meeting must be present for a quorum to exist at the special meeting. To determine if a quorum is present, Landmark Bank intends to count (a) shares of common stock of Landmark Bank held by shareholders who are present at the special meeting either in person or by proxy, and (b) shares of common stock of Landmark Bank for which it has received signed proxies, but with respect to which the holders of such shares have abstained on any matter.

Under the provisions of the National Bank Act, the affirmative vote of the holders of a two-thirds majority of the issued and outstanding shares of common stock of Landmark Bank is required to approve the merger and Merger Agreement. For each share of common stock of Landmark Bank held on the record date, the holder is entitled to one vote on each proposal to be presented to shareholders at Landmark Bank’s special meeting. Abstentions, failures to vote, and broker non-votes will have the effect of a vote against approval and adoption of the Merger Agreement. It is anticipated that The Landrum Company will vote all of its shares in favor of the merger and Merger Agreement, and as a consequence it is anticipated that more than two-thirds of the shares of Landmark Bank common stock will be voted to approve the merger and the Merger Agreement.

In addition to the shareholder approval requirement under the National Bank Act, the Merger Agreement contains further provisions regarding required shareholder approval: the merger and Merger Agreement will not be approved unless a majority of the shares of Landmark Bank common stock not held by The Landrum Company are voted in favor of the merger and Merger Agreement (commonly referred to as approval by a “majority of the minority”). If a favorable vote of the majority of the minority is not received, the merger will not be consummated. Because of this additional voting requirement it is important that all Landmark Bank shareholders participate in the vote.

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On April 30, 2016, directors and executive officers of The Landrum Company owned 4,052 shares of common stock of Landmark Bank, or approximately 0.7 percent of the outstanding shares of common stock of Landmark Bank.

On April 30, 2016, directors and executive officers of Landmark Bank owned 4,238 shares of common stock of Landmark Bank, or approximately 0.7 percent of the outstanding shares of common stock of Landmark Bank.

The board of directors of Landmark Bank believes that the merger and the Merger Agreement are advisable to, fair to, and in the best interests of the shareholders of Landmark Bank, and has unanimously approved the merger and the Merger Agreement. In addition, the board of directors of Landmark Bank appointed a merger committee of independent directors (i.e. not affiliated with Landmark Bank or The Landrum Company, except in their capacity as a director of Landmark Bank) to determine whether to pursue a merger, negotiate the terms of any such merger, and to negotiate the terms of the Merger Agreement. The Landmark Bank independent merger committee unanimously approved the merger and the Merger Agreement.

Proxies

The persons named on the accompanying proxy form will vote all shares of Landmark Bank common stock represented by properly executed proxies that have not been revoked. If no instructions are indicated, the persons named as proxies will vote the shares “FOR” approval and adoption of the merger and the Merger Agreement. Proxies marked “ABSTAIN” will have the effect of a vote “AGAINST” approval and adoption of the merger and the Merger Agreement.

If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. Your broker or bank will vote your shares only if you provide instructions on how to vote by following the information provided to you by your broker or bank. Failure to instruct your broker or bank on how to vote your shares will have the effect of a vote “AGAINST” approval and adoption of the merger and the Merger Agreement.

Because approval and adoption of the merger and the Merger Agreement requires the affirmative vote of a two-thirds majority of all votes entitled to be cast, as well as approval by a majority of the minority, abstentions, failures to vote, and broker non-votes will have the same effect as a vote against approval and adoption of the merger and the Merger Agreement.

Landmark Bank does not know of any matter other than those described in the notice of special meeting that is expected to come before the special meeting. If, however, any other matters are properly presented for action at the special meeting, the persons named as proxies will vote the proxies in their discretion, unless authority is withheld.

You may revoke a previously submitted proxy at any time prior to its exercise at the special meeting:

If your shares are held in an account at a broker or a bank, you should contact your broker or bank to change your vote.

All written notices of revocation and other communications with respect to revocation of proxies with respect to Landmark Bank, 801 East Broadway, Columbia, Missouri 65201, Attention: Jolene Kirchhoff, Secretary.

Solicitation of Proxies

Landmark Bank will pay all the costs of soliciting proxies from its shareholders. Landmark Bank will reimburse brokerage firms and other custodians, nominees, and fiduciaries for reasonable expenses, if any, incurred by them in sending proxy materials to the beneficial owners of common stock of Landmark Bank. In addition to solicitations by mail, directors, officers, and employees of Landmark Bank may solicit proxies personally or by telephone without additional compensation.

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Authority to Adjourn Special Meeting to Solicit Additional Proxies

Landmark Bank is asking its shareholders to grant full authority for the special meeting to be adjourned, if necessary, to permit solicitation of additional proxies to approve the transactions proposed by this Proxy Statement/Offering Circular.

Dissenting Shareholders’ Rights of Appraisal

Shareholders of Landmark Bank have the appraisal rights afforded to them under the National Bank Act.

Under the National Bank Act, a shareholder may dissent from the merger and receive the appraised value of his or her shares from the resulting entity. The specific details of the steps a shareholder must follow to perfect dissenters’ rights are detailed in 12 USC Section 215a(b)-(d), a part of the National Bank Act. Section 215a(b)-(d) should be read carefully and followed precisely; failure to do so will result in the loss of dissenters’ rights.

A shareholder must dissent either by voting against the transaction at the shareholders’ meeting or by proxy, or by notifying Landmark Bank in writing at or prior to such meeting that he or she dissents from the plan to merge. The dissenting shareholder also must confirm in writing his or her dissent to the merger and must surrender his or her stock certificates to the resulting bank prior to 30 days after consummation of the merger.

A committee of three is selected to appraise the stock of the dissenting shareholders. The committee is comprised of one representative appointed by the majority of dissenting shareholders, one representative appointed by the resulting entity, and one representative appointed by those two representatives. If two members of the three-member committee agree on the value of the shares, that value governs. If that value is acceptable to one or more dissenting shareholders, the process is complete for those shareholders who find the value acceptable, and the appraised value of the shares is paid by the resulting entity. Dissenting shareholders who do not find the appraised value acceptable may, within five days of being notified of the appraised value, appeal to the Comptroller of the Currency, who will then conduct a final and binding appraisal.

If for any reason one or more of the appraisers is or are not selected within 90 days of the date of consummation of the merger, or the appraisers fail to determine a value within 90 days of the date of consummation of the merger, any interested party may request in writing an appraisal from the Comptroller of the Currency. Generally the Comptroller of the Currency’s appraisal is final and binding on all parties.

Notwithstanding the foregoing, the dissenting shareholder may be entitled to receive additional compensation. The shares of stock of the receiving entity that would have been delivered to the dissenting shareholder must be sold at public auction. If the shares are sold at public auction at a price greater than the amount paid to the dissenting shareholders, the excess of such sale price must be paid to such dissenting shareholders.

The text of 12 USC Section 215a(b)-(d), providing for appraisal rights and the procedures for exercising them is attached as Annex F to this Proxy Statement/Offering Circular.

FAILURE TO FOLLOW THE STEPS REQUIRED BY 12 USC SECTION 215a(b)-(d), A PART OF THE NATIONAL BANK ACT, FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF APPRAISAL RIGHTS, IN WHICH EVENT A SHAREHOLDER WILL ONLY BE ENTITLED TO RECEIVE THE MERGER CONSIDERATION IN ACCORDANCE WITH THE MERGER AGREEMENT. IN VIEW OF THE COMPLEXITY OF THE PROVISIONS OF SECTION 215a(b)-(d), SHAREHOLDERS WHO ARE CONSIDERING EXERCISING APPRAISAL RIGHTS ARE URGED CONSULT THEIR OWN LEGAL ADVISORS.

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THE MERGER

The discussion in this Proxy Statement/Offering Circular of the merger of Landmark Bank with and into LMB Interim Bank does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement attached as Annex A.

Description of the Merger

The Merger Agreement provides for Landmark Bank to merge with and into LMB Interim Bank and the separate existence of Landmark Bank to cease. Shareholders of the common stock of The Landrum Company will retain their existing shares of The Landrum Company as their merger consideration. Shareholders of Landmark Bank (other than The Landrum Company) will receive as their merger consideration the right to elect (each shareholder will make one election for all shares owned), for each one share of Landmark Bank common stock:

The Merger Agreement provides that shares of Landmark Bank common stock held by The Landrum Company will be automatically converted into shares of common stock of the surviving bank (LMB Interim Bank, renamed Landmark Bank, National Association), and shares of Landmark Bank preferred stock held by The Landrum Company will be automatically converted into shares of preferred stock of the surviving bank. As a result of the merger The Landrum Company will own 100 percent of the surviving bank’s capital stock.

Under certain circumstances, a Landmark Bank shareholder may receive merger consideration different from what he or she has elected. Some shareholders of Landmark Bank common stock may receive both stock of The Landrum Company and cash, due to limits imposed the SEC on the dollar value of securities that non-accredited investors may receive as merger consideration. In addition, the cash portion of the merger consideration is capped at $3,500,000, excluding cash paid in lieu of fractional shares, cash paid to dissenters, and cash paid in lieu of issuing The Landrum Company stock to non-accredited investors. The Landrum Company may, in its absolute discretion waive this cap (or elect a higher cap, in its discretion). If the cash portion of the merger consideration is oversubscribed, all shareholders of Landmark Bank electing to receive cash as their merger consideration will receive some cash and some common stock of The Landrum Company as their merger consideration (unless The Landrum Company waives this provision).

The Landrum Company will not issue any fractional shares of The Landrum Company stock. Instead, any shareholder of Landmark Bank who is otherwise entitled to a fractional share of stock of The Landrum Company will receive cash equal to the product of (x) the fraction of a share of common stock of The Landrum Company to which the shareholder otherwise would be entitled, times $362.20, or (y) the fraction of a share of preferred stock of The Landrum Company to which the shareholder otherwise would be entitled to receive, times $1,000.

Background of the Merger and Reasons for the Merger and Board Recommendation; Independent Merger Committee Recommendation

The boards of directors of The Landrum Company and Landmark Bank continually monitor the financial service industry and the resources needed to remain competitive. The boards of directors also periodically review and discusses strategic alternatives available to enhance shareholder value. As a result of such analysis, the merger was deemed to be in the best interest of Landmark Bank’s shareholders as well as in the bests interests of The Landrum Company.

Set forth below, in no particular order, are some of the reasons that were identified for The Landrum Company to pursue a merger transaction that will result in the ownership by The Landrum Company of 100 percent of the issued and outstanding Landmark Bank capital stock:

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The boards of directors of The Landrum Company and Landmark Bank also consider reasons for not engaging in a merger transaction, including the costs of such a transaction, diversion of time and effort of executive officers and directors, and potential legal issues arising from such a transaction.

The board of directors of Landmark Bank appointed an independent merger committee to consider and negotiate with respect to the proposed merger. The independent merger committee was comprised only of independent directors who were not employees or directors of The Landrum Company, nor employees of Landmark Bank. This independent merger committee was authorized to act on behalf of Landmark Bank in connection with

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the merger. The independent merger committee selected and engaged independent legal counsel and financial advisors to assist in its consideration of the merger and the terms of the Merger Agreement. The merger and Merger Agreement received the unanimous approval of the Landmark Bank independent merger committee. Thereafter the boards of directors of Landmark Bank and The Landrum Company each unanimously approved the merger and the Merger Agreement.

The following presents the timeline of material events related to the merger negotiations between The Landrum Company and Landmark Bank:

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The discussion of the information and factors considered by the boards of directors of each of Landmark Bank and The Landrum Company, is not intended to be exhaustive, but includes all material factors they considered. In arriving at its determination to approve the merger and the Merger Agreement, and recommend that the shareholders of Landmark Bank vote to approve them, the independent merger committee and the board of directors of Landmark Bank did not assign any relative or specific weights to the above factors, and individual directors may have given different weights to different factors

Fairness Opinion of Financial Advisor to the Landmark Bank Independent Merger Committee

The fairness opinion of Landmark Bank’s financial advisor, Hovde Group, LLC, is described below. The description contains projections, estimates, and other forward-looking statements about the future earnings or other measures of Landmark Bank’s future performance. The projections were based on numerous variables and assumptions, which are inherently uncertain, including factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in the projections. Landmark Bank shareholders should not rely on any of these statements as having been made or adopted by Landmark Bank or The Landrum Company. Readers should review the copy of the fairness opinion, which is attached as Annex D.

Hovde has acted as financial advisor to Landmark Bank in connection with the proposed merger. Hovde is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with Landmark Bank and its operations. As part of its investment banking business, Hovde is continually engaged in the valuation of businesses and their securities in connection with, among other things, mergers and acquisitions.

Hovde met with the Landmark Bank board of directors on January 28, 2016, and delivered an oral opinion to the Landmark Bank independent merger committee that the per share merger consideration payable in connection with the merger was fair to the shareholders of Landmark Bank (other than The Landrum Company) from a financial point of view. Hovde confirmed that opinion in writing on January 28, 2016.

The full text of Hovde’s written opinion is included in this Proxy Statement/Offering Circular as Annex D. Shareholders of Landmark Bank are urged to read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Hovde. The summary of Hovde’s opinion included in this Proxy Statement/Offering Circular is qualified in its entirety by reference to the full text of such opinion. Hovde’s opinion is directed to the Landmark Bank independent merger committee and addresses only the fairness, from a financial point of view, of the per share merger consideration payable to shareholders of Landmark Bank (other than The Landrum Company) in connection with the merger. It does not address the underlying business decision to proceed with the merger and does not constitute a recommendation to any of the Landmark Bank shareholders as to how such shareholder should vote at the special meeting on the merger or any related matter.

During the course of its engagement, and as a basis for arriving at its opinion, Hovde reviewed and analyzed material bearing upon the financial and operating conditions of Landmark Bank and material prepared in connection with the merger, including, among other things, the following:

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Hovde also conducted meetings and had discussions with members of The Landrum Company’s and Landmark Bank’s senior management for purposes of reviewing the business, financial condition, results of operations, and future prospects of The Landrum Company and Landmark Bank, as well as the history and past and current operations of The Landrum Company and Landmark Bank, and the historical financial performance and outlook and future prospects of The Landrum Company and Landmark Bank. Hovde also discussed with management of The Landrum Company and Landmark Bank their assessment of the rationale for the merger. Hovde also performed such other analyses and considered such other factors as Hovde deemed appropriate, and took into account its experience in other transactions, as well as its knowledge of the banking and financial services industry and its general experience in securities valuations.

In rendering its opinion, Hovde assumed, without independent verification, the accuracy and completeness of the financial and other information and representations contained in the materials provided to it by Landmark Bank and The Landrum Company and in the discussions it had with each of their respective management. Hovde relied upon the reasonableness and achievability of the financial forecasts and projections (and the assumptions and bases therein) provided to Hovde by Landmark Bank and The Landrum Company, and assumed that the financial forecasts, including without limitation, the projections regarding under-performing and non-performing assets and net charge-offs were reasonably prepared by Landmark Bank and The Landrum Company on a basis reflecting the best currently available information and judgments and estimates of Landmark Bank and The Landrum Company, and that such forecasts will be realized in the amounts and at the times contemplated thereby. Hovde did not assume any responsibility independently to verify such information or assumptions.

Hovde is not an expert in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for loan losses with respect thereto. Hovde assumed that such allowances for Landmark Bank and The Landrum Company are, in the aggregate, adequate to cover such losses. Hovde was not requested to make, and did not conduct, an independent evaluation, physical inspection, or appraisal of the assets, properties, facilities, or liabilities (contingent or otherwise) of Landmark Bank or The Landrum Company, the collateral securing any such assets or liabilities, or the collectability of any such assets, and Hovde was not furnished with any such evaluations or appraisals, nor did Hovde review any loan or credit files of Landmark Bank or The Landrum Company.

Hovde assumed that the merger will be consummated substantially in accordance with the terms set forth in the Merger Agreement, without any waiver of material terms or conditions by Landmark Bank, The Landrum Company, or any other party to the Merger Agreement and that the final Merger Agreement would not differ

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materially from the draft Hovde reviewed. Hovde assumed that the merger is, and will be, in compliance with all laws and regulations that are applicable to Landmark Bank and The Landrum Company. Landmark Bank and The Landrum Company advised Hovde that there are no factors that would impede any necessary regulatory or governmental approval of the merger. Hovde further assumed that, in the course of obtaining the necessary regulatory and government approvals, no restriction will be imposed on Landmark Bank or The Landrum Company that would have a material adverse effect on the contemplated benefits of the merger. Hovde also assumed that no changes in applicable law or regulation will occur that will cause a material adverse change in the prospects or operations of Landmark Bank or The Landrum Company after the merger.

Landmark Bank engaged Hovde on September 21, 2015, to provide Landmark Bank with financial services relating to issuing a fairness opinion to Landmark Bank’s board of directors. Pursuant to the terms of the engagement, Hovde will receive consideration in the amount of $30,000 for the delivery of its fairness opinion. Pursuant to the engagement agreement, in addition to its fees and regardless of whether the merger is consummated, Landmark Bank has agreed to reimburse Hovde for certain reasonable out-of-pocket expenses incurred in performing its services and to indemnify Hovde against certain claims, losses, and expenses arising out of the merger or Hovde’s engagement.

In performing its analyses, Hovde made numerous assumptions with respect to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond the control of Hovde, Landmark Bank, and The Landrum Company. Hovde’s opinion was necessarily based on financial, economic, market, and other conditions and circumstances as they existed on, and on the information made available to Hovde as of, the dates used in its opinion. Hovde has no obligation to update or reaffirm its opinion at any time. Any estimates contained in the analyses performed by Hovde are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities may be sold or the prices at which any securities may trade at any time in the future. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Hovde’s opinion does not address the relative merits of the merger as compared to any other business combination in which Landmark Bank might engage. In addition, Hovde’s fairness opinion was among several factors taken into consideration by the Landmark Bank independent merger committee in making its determination to approve the Merger Agreement and the merger. Consequently, the analyses described below should not be viewed as solely determinative of the decision of the Landmark Bank independent merger committee or Landmark Bank’s management with respect to the fairness of the per share merger consideration to be paid to, or any consideration to be received by, Landmark Bank’s shareholders in connection with the merger.

The following is a summary of the material analyses prepared by Hovde and delivered to the Landmark Bank independent merger committee on January 28, 2016, in connection with the delivery of its fairness opinion. This summary is not a complete description of the analyses underlying the fairness opinion or the presentation prepared by Hovde, but it summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Hovde did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized below include the information presented in tabular format. The analyses and the summary of the analyses must be considered as a whole and selecting portions of the analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying the analyses and opinion of Hovde. The tables alone are not a complete description of the financial analyses.

Market Approach – Comparable Public Companies. As part of its analysis, Hovde reviewed publicly available information related to two comparable groups (“Regional Group” and “Nationwide Group”) of select publicly traded banks to compare selected financial information to Landmark Bank. The Regional Group consisted of publicly-traded banks and bank holding companies headquartered in the Midwest Region of the United States (consisting of the states of Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska,

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North Dakota, Ohio, South Dakota, and Wisconsin), in which the company was traded on a national exchange, had assets between $1.0 billion and $5.0 billion, a return on average assets (“ROAA”) greater than 0.75 percent over the last twelve months (“LTM”) and a return on average equity (“ROAE”) greater than 8.0 percent over the last twelve months. The Nationwide Group consisted of publicly-traded banks and bank holding companies headquartered in the United States, in which the company was traded on a national exchange, had assets between $1.5 billion and $3.5 billion, a return on average assets between 0.75 percent and 1.50 percent over the last twelve months and a return on average equity between 9.0 percent and 15.0 percent over the last twelve months. Information for the banks was based on balance sheet data as of, and income statement data for, the twelve months preceding September 30, 2015. The resulting two groups consisted of the following publicly traded banks (22 banks for the Regional Group and 22 banks for the Nationwide Group):

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For each publicly-traded bank, Hovde compared the following pricing metrics to the implied pricing metrics based on the per share merger consideration offered to Landmark Bank’s shareholders (other than The Landrum Company):

the multiple of the stock price to last twelve months earnings per share (the “Price-to-LTM Earnings Multiple”);

the multiple of the stock price to 2015 expected earnings per share (the “Price-to-2015E Earnings Multiple”);

the multiple of the stock price to 2016 expected earnings per share (the “Price-to-2016E Earnings Multiple”); and

the multiple of the stock price to tangible common book value per share (the “Price-to-Tangible Common Book Value Multiple”)

the multiple of the difference between the stock price and Landmark Bank’s tangible book value per share to Landmark Bank’s deposits (the “Tangible Premium-to-Deposits Multiple”).

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The results of the analysis are set forth in the table below. The pricing ratios for the publicly-traded banks were based off of closing stock prices as of January 19, 2016. Transaction multiples for the merger were derived from the per share merger consideration of $460.00 and based on the September 30, 2015, financial results of Landmark Bank.

Using publicly-available information, Hovde compared Landmark Bank’s financial performance with that of the median performance metrics of the publicly-traded companies from the Regional Group and Nationwide Group as of September 30, 2015. The performance highlights are based on the September 30, 2015 financial results and information of Landmark Bank.

No company used as a comparison in the above analyses is identical to Landmark Bank or The Landrum Company. Accordingly, an analysis of these results is not strictly mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies.

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Income Approach – Discounted Cash Flow Analysis. Taking into account various factors including, but not limited to, Landmark Bank’s recent performance, the banking industry and the local economy in which Landmark Bank operates, Landmark Bank’s management developed and provided Hovde with earnings estimates for a forward looking five and one quarter year period, which formed the basis for the discounted cash flow analyses. To determine Landmark Bank’s present values based on these projections, Hovde utilized four discounted cash flow models based upon the multiples derived from companies in the Regional Group and Nationwide Group, and which estimated terminal values for the Company using two separate methodologies: (1) Terminal Price/Earnings Multiple (“DCF Terminal P/E Multiple”) and (2) Terminal Price/Tangible Common Book Value Multiple (“DCF Terminal P/TBV Multiple”).

For the DCF Terminal P/E Multiple analysis, an estimated aggregate value to Landmark Bank’s shareholders was calculated based on the present value of Landmark Bank’s earnings estimates and projected dividends to common shareholders. Hovde utilized a terminal value at the end of 2020 based on a range of price-to-2015 expected earnings multiples of 9.4x to 15.2x (i.e., the minimum and maximum price-to-2015 expected earnings multiple for companies in the Regional Group). A range of discount rates between 12.0 percent and 15.0 percent were used to determine the present value of the free cash flows plus the terminal value. These rates were chosen to reflect different assumptions regarding the required rates of return of investors in or prospective buyers of Landmark Bank’s common stock. The resulting values of the DCF Terminal P/E Multiple ranged between $257.51 per share and $449.15 per share.

For the DCF Terminal P/E Multiple analysis for the Nationwide Group, Hovde utilized a terminal value at the end of 2020 based on a range of price-to-earnings multiples of 11.0x to 17.4x (i.e., the minimum and maximum price-to-2015 expected earnings multiple for companies in the Nationwide Group). The present value of any dividends, plus the terminal value, was then calculated assuming a range of discount rates between 12.0 percent and 15.0 percent. The resulting values of the DCF Terminal P/E Multiple ranged between $293.37 per share and $507.59 per share.

In the DCF Terminal P/TBV Multiple model, the same earnings estimates and projected dividends were used; however, in arriving at the terminal value at the end of 2020, Hovde applied a range of price-to-tangible common book value multiples of 1.10x to 1.90x (i.e., the minimum and maximum price-to-tangible common book value multiple for companies in the Regional Group). The present value of any dividends, plus the terminal value, was then calculated assuming a range of discount rates between 12.0 percent and 15.0 percent. The resulting values of the DCF Terminal P/TBV Multiple ranged between $290.58 per share and $548.25 per share.

In the DCF Terminal P/TBV Multiple model for the Nationwide Group, Hovde also applied a range of price-to-tangible common book value multiples of 1.10x to 1.89x based upon the minimum and maximum price-to-tangible common book value multiple for companies in the Nationwide Group. The present value of any dividends, plus the terminal value, was then calculated assuming a range of discount rates between 12.0 percent and 15.0 percent. The resulting values of the DCF Terminal P/TBV Multiple ranged between $291.47 per share and $546.76 per share.

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These analyses and their underlying assumptions yielded a range of values, and the minimum, midpoint and maximum values are outlined in the table below:

Hovde noted that while the discounted cash flow present value analysis is a widely used valuation methodology, it relies on numerous assumptions, including asset and earnings growth rates, projected dividend payouts, terminal values and discount rates. Hovde’s analysis does not purport to be indicative of the actual values or expected values of Landmark Bank’s common stock.

Other Factors and Analyses. Hovde took into consideration various other factors and analyses, including but not limited to: The Landrum Company’s strategic plan and projected financials, current market environment, merger and acquisition environment, movements in the common stock valuations of selected publicly-traded banking companies, and movements in the S&P 500 Index.

Conclusion. Based upon the foregoing analyses and other investigations and assumptions set forth in its opinion, without giving specific weightings to any one factor or comparison, Hovde determined that the per share merger consideration to be paid to the shareholders of Landmark Bank (other than The Landrum Company) in connection with the merger is fair from a financial point of view. Each Landmark Bank shareholder is encouraged to read Hovde’s fairness opinion in its entirety. The full text of this fairness opinion is included as Annex D to this Proxy Statement/Offering Circular.

Fairness Opinion of Financial Advisor to The Landrum Company

On July 2, 2015, the special transaction committee of The Landrum Company’s board of directors retained Mercer Capital Management, Inc., to serve as its financial advisor and provide its opinion as to the fairness of the proposed merger, from a financial point of view to the shareholders of The Landrum Company.

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The special transaction committee of The Landrum Company’s board of directors selected Mercer Capital because the firm has three decades of experience in providing valuation and financial advisory services to clients that range from private to public and small to large multi-national corporations. Mercer Capital, as part of its financial advisory and general valuation business, is engaged to assist financial institutions and businesses in merging with and acquiring other entities and to analyze businesses and their securities in connection with mergers and acquisitions, private placements, corporate reorganizations, employee stock ownership plans, income and estate tax matters, and other corporate financial planning and advisory activities.

Mercer Capital has no ownership interest in any security issued by The Landrum Company or Landmark Bank. Mercer Capital has provided valuation services regarding Landmark Bank, and its primary shareholder, The Landrum Company, within the prior three years. Mercer Capital previously prepared appraisals of The Landrum Company’s common stock as of December 31, 2012, 2013, 2014, and 2015 and as of March 2, 2015, on behalf of the Trustee of the Landrum Company’s Employee Stock Ownership Plan and/or the Combined Benefits Plan; fairness opinions as of March 2, 2015, and April 2, 2015, regarding certain transactions conducted by The Landrum Company’s Employee Stock Ownership Plan and Combined Benefits Plan; and take-down letters as of November 16, 2012, May 31, 2013, August 14, 2014, and April 2, 2015, which were prepared on behalf of the Trustee of the Landrum Company’s Employee Stock Ownership Plan and/or the Combined Benefits Plan. Additional appraisals were prepared for estate tax compliance purposes as of August 25, 2012, and December 31, 2014, to facilitate the exercise of stock options as of September 30, 2012; and for trust administration as of December 1, 2014, and December 31, 2015. Mercer Capital has prepared appraisals of Landmark Bank, The Landrum Company’s primary asset, as of December 1, 2014.

Representatives of Mercer Capital attended the January 29, 2016, meeting at which The Landrum Company board of directors evaluated the proposed merger between The Landrum Company and Landmark Bank. Mercer Capital reviewed the financial aspects of the proposed merger, and on January 29, 2016, Mercer Capital rendered an opinion that as of such date, the proposed consideration to be paid to Landmark Bank shareholders (other than The Landrum Company) was fair, from a financial point of view, to the holders of The Landrum Company’s common stock. Mercer Capital’s opinion speaks only as of the date of the opinion.

The full text of Mercer Capital’s written opinion is attached as Annex E to this Proxy Statement/Offering Circular and is incorporated herein by reference. Readers are urged to read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Mercer Capital. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion.

Mercer Capital’s opinion speaks only as of the date of the opinion. The opinion is directed to The Landrum Company board of directors and addresses only the fairness, from a financial point of view, of the consideration paid to the Landmark Bank shareholders (other than The Landrum Company). It does not address the underlying business decisions to proceed with the merger and does not constitute a recommendation to any Landmark Bank shareholders as to any action such shareholder should or should not take as a result of the merger.

As part of its analysis, Mercer Capital visited with management of Landmark Bank and The Landrum Company to gain insight into Landmark Bank and The Landrum Company’s historical financial performance, prospective performance, regulatory relations, and other factors that led to the merger. Mercer Capital relied upon financial and other information provided by Landmark Bank and The Landrum Company management without independent verification. Mercer Capital did not examine the loan portfolio or the adequacy of the loan loss reserve. Mercer Capital was supplied with certain internal forecasts prepared by The Landrum Company and Landmark Bank management. Mercer Capital does not express any opinion as to the assumptions underlying such forecasts, nor does it represent or warrant that the forecasts will be achieved.

The following is a summary of the material analyses presented by Mercer Capital to The Landrum Company board of directors in connection with rendering its fairness opinion. The summary is not a complete description of the analyses underlying the Mercer Capital opinion or the presentation but summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description.

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Cash Price. The merger provides that Landmark Bank shareholders electing to receive cash, as well other Landmark Bank shareholders receiving cash as a result of conditions specified in the Merger Agreement will receive $460.00 per Landmark Bank share held, subject to certain limitations on the total amount of cash paid to Landmark Bank shareholders. In evaluating the fairness of the cash price, Mercer Capital evaluated (a) transaction multiples implied by the $460.00 per share price, (b) publicly-traded companies comparable to Landmark Bank, (c) a discounted cash flow analysis using Landmark Bank’s projected financial performance, and (d) the limited marketability of Landmark Bank’s shares.

Implied Transaction Multiples. The following table presents certain valuation multiples implied by the $460.00 per share cash price:

Comparable Company Analysis. In deriving a value for Landmark Bank’s common stock, Mercer Capital obtained data for two groups of publicly-traded banks and bank holding companies:

The Midwest Group included the following companies:

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The National Group included the following companies:

The following table compares certain financial metrics between Landmark Bank and the comparable companies.

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The following table presents the median valuation multiples for the Midwest and National comparable company groups, as well as average of the median multiples reported for the two groups. The average multiple is used in the valuation analysis.

Using the comparable company data, Mercer Capital derived a range of values using Landmark Bank’s adjusted 2015 net income, adjusted forecast 2016 net income, and tangible book value. Further, the analysis assumes that, if Landmark Bank were publicly-traded, it would trade at multiples equal to 90 percent to 100 percent of the comparable company median multiple. The following range of values does not adjust for the relative illiquidity of Landmark Bank’s shares, as compared to the comparable public companies.