Mr. Hileman and Mr. Small are subject to customary
non-competition and non-solicitation restrictions for one year and indefinite confidentiality and nondisclosure restrictions. The foregoing descriptions are qualified in
all respects by the full text of the agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, and each of which is incorporated herein by reference.
* * *
Important Additional
Information About the Merger
This communication is being made in respect of the proposed merger transaction between FDEF and UCFC.
FDEF intends to file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement of FDEF and UCFC and a prospectus of FDEF, 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 FDEF and UCFC shareholders seeking any required shareholder approvals. Before making any voting or investment decision, investors and
security holders of FDEF and UCFC 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 FDEF and UCFC with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, the documents filed by
FDEF may be obtained free of charge at FDEFs website at http://www.fdef.com and the documents filed by UCFC may be obtained free of charge at UCFCs website at https://www.homesavings.com. Alternatively, these documents, when available,
can be obtained free of charge from FDEF 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 UCFC 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 FDEF and UCFC 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 FDEF and UCFC, 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 statements. Please refer to each of FDEFs and UCFCs Annual Report on Form 10-K for the year ended December 31, 2018, as well as their other filings with
the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead express only managements beliefs regarding future results or events,
many of which, by their nature, are inherently uncertain and outside of the managements control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these
forward-looking statements. In addition to factors disclosed in reports filed by FDEF and UCFC with the SEC, risks and uncertainties for FDEF, UCFC and the combined company include, but are not limited to: the possibility that any of the anticipated
benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of UCFCs operations with those of FDEF will be materially delayed or will be more costly or difficult than
expected; the
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