10.7%, 13.1%, 13.6% and 14.0%, respectively, and dilutive to First Defiances estimated tangible book value per share at close and at December 31, 2020 by 4.2% and 1.8%, respectively,
and accretive to First Defiances estimated tangible book value per share at December 31, 2021, December 31, 2022, and December 31, 2023 by 0.7%, 2.8% and 4.6%, respectively.
The disclosure under the heading The MergerCertain Unaudited Prospective Financial InformationCertain Unaudited Prospective Financial
Information of First Defiance is hereby supplemented by adding the following as a new second sentence in the second paragraph of such section at the bottom of page 90 of Registration Statement:
The publicly available mean analyst estimates with respect to First Defiance were derived from Bloomberg and S&P Global Market Intelligence
and included analyst estimates from KBW, Janney Montgomery Scott LLC, Raymond James & Associates, Inc., and Sandler ONeill.
The disclosure
under the heading The MergerCertain Unaudited Prospective Financial InformationCertain Unaudited Prospective Financial Information of United Community is hereby supplemented by adding the following as a new second sentence in
the first paragraph of such section on page 91 of Registration Statement:
The publicly available mean analyst estimates with respect to
First Defiance were derived from Bloomberg and S&P Global Market Intelligence and included analyst estimates from Boenning & Scattergood Inc., KBW, Raymond James & Associates, Inc., and Sandler ONeill.
* * *
Important Additional
Information About the Merger
This communication is being made in respect of the proposed merger transaction between FDEF and UCFC. On
October 9, 2019, FDEF filed a registration statement on Form S-4, as amended on October 18, 2019 and October 28, 2019, with the SEC to register the shares of FDEF common stock that will be
issued to UCFCs shareholders in connection with the Merger. The registration statement included a joint proxy statement/prospectus and other relevant materials in connection with the transaction. The registration statement was declared
effective by the SEC on October 30, 2019, and UCFC and FDEF commenced mailing the definitive joint proxy statement/prospectus to stockholders of UCFC and FDEF on or about October 31, 2019. 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, 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 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 have filed 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
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