CHFC 2018 Proxy Statement

Ownership of Chemical Financial Common Stock by Directors and Executive Officers The following table sets forth information concerning the number of shares of our common stock held as of February 28, 2018 by each of our directors and nominees for director, each of the named executive officers who are included in the Summary Compensation Table, and all of our directors, nominees for director and executive officers as a group. Amount and Nature of Beneficial Ownership of Common Stock (1) Name of Beneficial Owner Sole Voting or Dispositive Power Shared Voting or Dispositive Power (2) Stock Options Exercisable Within 60 Days Stock Units (3) Total Beneficial Ownership Percent of Class J. R. Fitterling 18,414 — — 2,988 21,402 * D. L. Klaeser 46,289 — — — 46,289 * R. A. Klein 20,725 — 17,698 1,058 39,481 * R. M. Lievense — 20,000 — 1,325 21,325 * B. J. Mahone 13,278 — — 2,822 16,100 * B.L. McQuade — — — — — * J. E. Pelizzari 4,481 — — 1,959 6,440 * D. T. Provost 93,719 283 — — 94,002 * D. B. Ramaker 1,023 (4) 115,197 (4) 145,875 20,288 282,383 * R. S. Rathbun — 12,419 35,394 1,583 49,396 * T. C. Shafer 23,555 — 1,776 — 25,331 * L. D. Stauffer — 15,853 — 3,218 19,071 * J. L. Tate — — — 2,436 2,436 * G. Torgow 92,663 1,339 — — 94,002 * A. A. Weiss 16,433 — — 3,042 19,475 * F. C. Wheatlake 6,110 82,294 — 929 89,333 * Group Total 336,690 247,385 200,743 41,648 826,466 1.2% All Directors and Executive Officers as a Group (23 persons) 397,703 256,309 261,922 50,039 965,973 1.4% *Denotes less than 1% ownership. (1) We have based our calculation of the percentage of beneficial ownership on 71,303,019 shares of common stock outstanding as of February 28, 2018. The numbers of shares stated are based on information furnished by each person listed and include shares beneficially owned by that person under applicable regulations. Under these regulations, a beneficial owner of a security includes any person who, directly or indirectly, has or shares voting power or dispositive power with respect to the security. A person will also be considered the beneficial owner of a security if the person has a right to acquire beneficial ownership of the security within 60 days. Shares held in various fiduciary capacities through the Wealth Management Department of Chemical Bank are not included. The Corporation and the directors and officers of the Corporation and Chemical Bank disclaim beneficial ownership of shares held by the Wealth Management Department in fiduciary capacities. (2) These numbers include shares over which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust, or other contract or property right, and shares held by spouses and children over whom the listed person may have influence by reason of relationship. Shares held in various fiduciary capacities through the Wealth Management Department of Chemical Bank are not included. (3) These numbers include stock units credited to each director’s account under the Chemical Financial Corporation Directors’ Deferred Stock Plan. Distributions of shares of our common stock equal to the number of stock units in the participating director’s account will occur upon the director’s retirement, termination of service, death or a change in control of the Corporation. These numbers also include restricted stock performance units earned by our named executive officers as of December 31, 2017 that became vested on February 28, 2018. (4) These represent amounts known to us as of Mr. Ramaker's retirement on August 8, 2017. 20