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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 109 added, 82 removed, 44 unchanged (81% of the section changed)

Controls and Procedures

and Procedures

Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting of New Peoples Bankshares, Inc.

Peoples’ internal control system was designed to provide reasonable assurance to management and the Board of Directors regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting practices.

internal control systems, no matter how well designed, have inherent limitations.

Because of these inherent limitations, internal control

over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation, and

may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

assessed the effectiveness of New Peoples’ internal control over financial reporting as of December 31, 2022.

Management is responsible

for establishing and maintaining adequate internal control over financial reporting of New Peoples Bankshares, Inc.

internal control system was designed to provide reasonable assurance to management and the Board of Directors regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

All internal control

systems, no matter how well designed, have inherent limitations.

Because of these inherent limitations, internal control over financial

reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent

or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of New Peoples’ internal control over financial reporting as of December 31, 2023.

In making this assessment,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal

Control - Integrated Framework” issued in 2013.

Based on this assessment, management concluded that the internal control over financial

reporting was effective as of December 31, 2022.

in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting during the last fiscal quarter that materially affected, or are

reasonably likely to materially affect, internal control over financial reporting.

Controls and Procedures

maintain a system of disclosure controls and procedures that is designed to ensure that material information is accumulated and communicated

to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding

required disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with

the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design

and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures

were operating effectively as of December 31, 2022.

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in

“Internal Control - Integrated Framework” issued in 2013.

Based on this assessment, management concluded that the internal

control over financial reporting was effective as of December 31, 2023.

Changes in Internal

Control Over Financial Reporting

There have been no

changes in our internal control over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely

to materially affect, internal control over financial reporting.

Disclosure Controls

and Procedures

We maintain a system

of disclosure controls and procedures that is designed to ensure that material information is accumulated and communicated to management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of

our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of

the disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended.

Based on that evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively

as of December 31, 2023.

Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Executive Officers and Corporate Governance

7 unchanged sentences

Owners” in the 2024 Proxy Statement that is required to be disclosed in this Item 12 is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information contained under the caption “Executive

Compensation and Related Party Transactions” and “Corporate Governance” in the 2023 Proxy Statement that is required

to be disclosed in this Item 13 is incorporated herein by reference.

Principal Accountant Fees and Services

The information contained under the caption “Audit Information”

in the 2023 Proxy Statement that is required to be disclosed in this Item 14 is incorporated herein by reference.

The Independent Registered Public Accounting Firm for the financial statements

as of December 31, 2022 and the year then ended was Yount, Hyde & Barbour, P.C., (U.S.

PCAOB Auditor Firm I.D.:

613, located in Roanoke,

Exhibit and Financial Statement Schedules

(a)(1) The response to this portion of Item

15 is included in Item 8 above.

(a)(2) The response to this portion of Item 15 is

included in Item 8 above.

(a)(3) The following exhibits are filed as part

of this Form 10-K:

Relationships and Related Transactions, and Director Independence

The information contained

under the caption “Executive Compensation and Related Party Transactions” and “Corporate Governance” in the 2024

Proxy Statement that is required to be disclosed in this Item 13 is incorporated herein by reference.

Accountant Fees and Services

The information contained under the caption

“Audit Information” in the 2024 Proxy Statement that is required to be disclosed in this Item 14 is incorporated herein by

The Independent Registered Public Accounting

Firm for the financial statements as of December 31, 2023, and the year then ended was Yount, Hyde & Barbour, P.C., (U.S.

PCAOB Auditor

613, located in Roanoke, Virginia)

and Financial Statement Schedules

response to this portion of Item 15 is included in Item 8 above.

(a)(2) The response

to this portion of Item 15 is included in Item 8 above.

(a)(3) The following

exhibits are filed as part of this Form 10-K:

Articles of Incorporation of New Peoples Bankshares, Inc.

(incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarterly period

ended June 30, 2008 filed on August 11, 2008).

(incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarterly

period ended June 30, 2008 filed on August 11, 2008).

of Registrant (incorporated by reference to Exhibit 3.2 to Form 8-K filed August 26, 2020).

Common Stock Certificate of New Peoples Bankshares, Inc.

(incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarterly period

ended June 30, 2012 filed on August 14, 2012).

of New Peoples Bankshares, Inc.’s Securities (incorporated by reference to Exhibit 4.2 to Annual Report on Form 10-K for the fiscal

year ended December 31, 2019).

Agreement dated December 1, 2016 between New Peoples Bankshares, Inc., New Peoples Bank, Inc., and C.

Todd Asbury (incorporated

by reference to Exhibit 10.1 to Form 8-K filed December 2, 2016

(incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarterly

period ended June 30, 2012 filed on August 14, 2012).

of New Peoples Bankshares, Inc.’s Securities

Agreement dated December 1, 2016 between New Peoples Bankshares, Inc., New Peoples Bank, Inc., and C.

Todd Asbury (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 2, 2016).

Employment Agreement dated May 14, 2019 between New Peoples Bank, Inc., and James W.

Todd Asbury (incorporated by

reference to Exhibit 10.1 to Form 8-K filed December 2, 2016).

Agreement dated May 14, 2019 between New Peoples Bank, Inc., and James W.

(incorporated by reference to Exhibit 10.2 to Form

10-K filed March 31, 2023).

Peoples Bankshares, Inc.

Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 2, 2023).

of Award Agreement for New Peoples Bankshares, Inc.

Long-Term Cash Incentive Plan (incorporated by reference

to Exhibit 10.2 to Form 8-K filed March 2, 2023).

Long-Term Cash Incentive Plan (incorporated by reference to Exhibit 10.2 to Form

8-K filed March 2, 2023).

Amendment dated as of August 7, 2023 to the Employment Agreement dated as of December 1, 2016 by and among New Peoples Bankshares,

Inc., New Peoples Bank, Inc., and C.

Todd Asbury (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarterly period

ended September 30, 2023 filed November 14, 2023).

Employment Agreement dated October 27, 2023 between New Peoples Bank, Inc.

and Bryan Booher.

(incorporated by reference to Form 8-K Filed November 2, 2023).

New Peoples Bankshares, Inc.

Long-Term Cash Incentive Plan Amendment (incorporated by reference to Form 8-K filed December 18, 2023)

of Ethics (incorporated by reference to Exhibit 14 to Annual Report on Form 10-K for the fiscal year ended December 31, 2003).

8 unchanged sentences

Section 1350.

following materials for the Company’s 10-K Report for the year ended December 31, 2020, formatted in XBRL are being furnished,

The following

materials for the Company’s 10-K Report for the year ended December 31, 2023, formatted in XBRL are being furnished, not filed.

XBRL Taxonomy Extension Calculation Linkbase Document, XBRL Taxonomy Extension Definitions Linkbase Document, Taxonomy Extension

2 unchanged sentences

____________________________________

Denotes management contract.

* Denotes management

Item 15(a)(3) above.

Items 15(a)(1) and (2) above.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

PEOPLES BANKSHARES, INC.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

NEW PEOPLES BANKSHARES, INC.

President and Chief Executive Officer

April 1, 2024

/s/ CHRISTOPHER

Christopher G.

Vice President, Chief Financial Officer and Treasurer

Accounting Officer and Secretary

of the undersigned hereby appoints C.

Executive Vice President and Chief Financial Officer

April 1, 2024

Chief Accounting Officer and Secretary

April 1, 2024

POWER OF ATTORNEY

Each of the undersigned

hereby appoints C.

Todd Asbury and Christopher G.

Speaks, and each of them, as attorneys and agents for the undersigned,

with full power of substitution, in his name and on his behalf as a director of New Peoples Bankshares, Inc.

(the Registrant), to act

and to execute any and all instruments as such attorneys or attorney deem necessary or advisable to enable the Registrant to comply with

the Securities Exchange Act of 1934, and any rules, regulations, policies or requirements of the Securities and Exchange Commission (the

Commission) in respect thereof, in connection with the preparation and filing with the Commission of the Registrant’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2022 (the Report), and any and all amendments to such Report, together with such

other supplements, statements, instruments and documents as such attorneys or attorney deem necessary or appropriate.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant in the capacities and on the dates indicated.

Speaks, and each of them, as attorneys and agents for the undersigned, with full power

of substitution, in his name and on his behalf as a director of New Peoples Bankshares, Inc.

(the Registrant), to act and to execute

any and all instruments as such attorneys or attorney deem necessary or advisable to enable the Registrant to comply with the Securities

Exchange Act of 1934, and any rules, regulations, policies or requirements of the Securities and Exchange Commission (the Commission)

in respect thereof, in connection with the preparation and filing with the Commission of the Registrant’s Annual Report on Form

10-K for the fiscal year ended December 31, 2023 (the Report), and any and all amendments to such Report, together with such other supplements,

statements, instruments and documents as such attorneys or attorney deem necessary or appropriate.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the

capacities and on the dates indicated.

President and

2 unchanged sentences

CHRISTOPHER G.

Vice President and

Financial Officer

Financial Officer)

Vice President and Chief Financial Officer

(Principal Financial

Accounting Officer

(Principal Accounting Officer)

Accounting Officer)

ROBERT BUCHANAN

1 unchanged sentence

HAROLD LYNN KEENE

Chairman, Director

President and

Executive Officer

Peoples Bank, Inc.

BARTON SCOT LONG

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures