This is an exciting and significant announcement that will allow us to increase shareholder value, enhance
our customer experience, position us for future growth and create job opportunities for employees of both organizations. Employees from each organization will form an experienced Transition Team to identify and address key issues concerning people,
processes and technology. We will work together to maximize our collective strengths while minimizing impact to employees and customers.
As with any
major initiative, communication is critical. We assure you that we will provide ongoing, timely and transparent communication throughout the entire transition. FirstLink will serve as the primary communication tool and will be updated as new
information is available. As you receive questions from your customers, it is important to accurately and positively communicate information utilizing our provided resources. We encourage you to openly talk to your supervisor or ask questions
through the transition email account we have established. We will respond in a timely manner as soon as answers are available.
We strongly believe that
the success of our combined company will rely on our employees, and we have every intention of cultivating our diverse team. Every employee makes a difference. After all, were better together.
Important Additional Information About the Merger
This
communication is being made in respect of the proposed merger transaction between First Defiance and United Community. First Defiance intends to file a registration statement on Form S-4 with the SEC, which
will include a joint proxy statement of First Defiance and United Community and a prospectus of First Defiance, and each party will file other documents regarding the proposed transaction with the SEC. A definitive joint proxy statement/prospectus
will also be sent to the First Defiance and United Community shareholders seeking any required shareholder approvals. Before making any voting or investment decision, investors and security holders of First Defiance and United Community are urged
to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents, because they will contain important
information about the proposed transaction. The documents filed by First Defiance and United Community with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, the documents filed by First Defiance may
be obtained free of charge at First Defiances website at http://www.fdef.com and the documents filed by United Community may be obtained free of charge at United Communitys website at https://www.homesavings.com.
Alternatively, these documents, when available, can be obtained free of charge from First Defiance upon written request to First Defiance Financial Corp., Attention: John R. Reisner, Executive Vice President, Chief Risk Officer and Legal Counsel,
601 Clinton Street, Defiance, Ohio 43512 or by calling (419) 782-5015 or from United Community upon written request to United Community Financial Corp., 275 West Federal Street, Youngstown, Ohio 44503,
Attention: Jude J. Nohra, Executive Vice President, General Counsel, Chief Risk Officer and Secretary, or by calling (330) 742-0500.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to
the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The communication is not a substitute
for the joint proxy statement/prospectus that First Defiance and United Community will file with the SEC.
Cautionary Statements Regarding
Forward-Looking Information
Certain statements contained in this communication which are not statements of historical fact constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the merger transaction between First
Defiance and United Community, which are subject to numerous assumptions, risks and uncertainties. Words such as may, believe, expect, anticipate, intend, will,
should, plan, estimate, predict, continue and potential or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify
forward-looking statements but are not the exclusive means of identifying such