CAPITAL CITY BANK GROUP INC

Evaluation of Disclosure Controls

and Procedures

for 2024.

At December 31, 2024, the end of the period covered by this

Annual Report on Form 10-K, our management, including our Chief

Executive Officer and Chief Financial Officer,

evaluated the

effectiveness of our disclosure controls and procedures (as defined

in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, our Chief Executive Officer

and Chief Financial Officer each concluded that our disclosure controls

and procedures were effective as of December 31, 2024.

Management’s

Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and

maintaining effective internal control over financial

reporting (as such term is defined in Rule 13a-15(f) under the Securities

Exchange Act of 1934).

Internal control over financial reporting is a process designed to provide reasonable

assurance regarding

the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with U.S.

generally accepted accounting principles.

Internal control over financial reporting cannot provide absolute assurance

of achieving financial reporting objectives because of

its inherent limitations. Internal control over financial reporting is a process

that involves human diligence and compliance and is

subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting can also be

circumvented by collusion or improper management override. Because of such

limitations, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal

control over financial reporting. However, these

inherent limitations are known features of the financial reporting

process. Therefore, it is possible to design into the process

safeguards to reduce, though not eliminate, this risk.

Management is also responsible for the preparation and fair presentation

of the consolidated financial statements and other

financial information contained in this report. The accompanying consolidated

financial statements were prepared in conformity

with U.S. generally accepted accounting principles and include, as necessary,

best estimates and judgments by management.

Under the supervision and with the participation of management, including

the Chief Executive Officer and Chief Financial

Officer, we conducted

an evaluation of the effectiveness of internal control over financial reporting based

on the framework in

Internal Control—Integrated Framework issued by the Committee of

Sponsoring Organizations of the Treadway

Commission

(2013 framework) (the COSO criteria).

Based on this evaluation under the framework in Internal Control -

Integrated

Framework, our management has concluded that our internal control over financial

reporting, as such term is defined in Exchange

Act Rule 13a-15(f), was effective as of December 31, 2024.

Forvis Mazars, LLP,

an independent registered public accounting firm, has audited our consolidated

financial statements as of and

for the year ended December 31, 2024, and opined as to the effectiveness

of internal control over financial reporting at December

31, 2024, as stated in its report, which is included herein on page 129.

Remediation of Previously Reported Material Weakness

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting such

that there is

a reasonable possibility that a material misstatement of the Company’s

annual or interim financial statements will not be

prevented or detected on a timely basis. As reported in our Annual Report on

Form 10-K for the year ended December 31, 2023,

as amended (the “2023 Form 10-K”), we did not maintain effective

internal control over financial reporting as of December 31,

2023 as a result of a material weakness in our internal control over financial

reporting for the review of significant inter-company

mortgage loan sales and servicing transactions was not designed effectively.

Further, financial information obtained for certain

construction/permanent loan activity was not in sufficient detail to appropriately

classify this activity within the Statements of

Cash Flows. For more information regarding the previously identified material

weakness, please see Item 9A in the 2023 Form

10-K under the section captioned “Existence of Material Weakness

as of December 31, 2023.”

With oversight from the Audit Committee and

input from the Board of Directors, we devoted substantial resources to implement

the controls as previously disclosed in the 2023 Form 10-K under the caption

“Remediation Plan.” We

have implemented and

completed our testing of the operating effectiveness of

the Remediation Plan controls and have concluded that the material

weakness was remediated as of December 31, 2024.

Change in Internal Control.

There have been no changes in our internal control during our most recently completed

fiscal quarter

that materially affected, or are likely to materially affect,

our internal control over financial reporting.

Shareowners, Board of Directors, and Audit Committee

Tallahassee, Florida

Opinion on the Internal Control Over Financial Reporting

We have audited

Capital City Bank Group, Inc.’s (Company) internal

control over financial reporting as of December 31, 2024

based on criteria established in

Internal Control – Integrated Framework: (2013)

issued by the Committee of Sponsoring

Organizations of the Treadway

Commission (COSO). In our opinion, the Company maintained, in all material

respects, effective

internal control over financial reporting as of December 31, 2024, based

on criteria established in

Internal Control – Integrated

Framework: (2023)

issued by COSO.

We also have audited,

in accordance with the standards of the Public Company Accounting Oversight Board (United

States)

(PCAOB), the consolidated financial statements of the Company as of December

31, 2024 and 2023, and for each of the three

years in the period ended December 31, 2024, and our report dated March 11,

2025 expressed an unqualified opinion on those

financial statements.

Basis for Opinion

The Company’s management is responsible

for maintaining effective internal control over financial reporting

and for its

assessment of the effectiveness of internal control over financial

reporting, included in the accompanying Management’s

Report

on Internal Control Over Financial Reporting. Our responsibility is to express an

opinion on the Company’s internal

control over

financial reporting based on our audit.

We are a public

accounting firm registered with the PCAOB and are required to be independent with

respect to the Company in

accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted

our audit in accordance with the standards of the PCAOB. Those standards require

that we plan and perform the

audit to obtain reasonable assurance about whether effective internal

control over financial reporting was maintained in all

material respects. Our audit included obtaining an understanding of internal

control over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design and operating

effectiveness of internal control based on the

assessed risk. Our audit also included performing such other procedures as we considered

necessary in the circumstances. We

believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control Over Financial Reporting

A company’s internal control over

financial reporting is a process designed to provide reasonable assurance regarding

the

reliability of financial reporting and the preparation of reliable consolidated

financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s

internal control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of

the company; and (3) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use, or

disposition of the company’s

assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting

may not prevent or detect misstatements. Also,

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.

Forvis Mazars, LLP

Little Rock, Arkansas

March 11, 2025