Farmers National Banc Corp. Sends Letter to Shareholders; Urges Shareholders to Vote "FOR" Increasin


Farmers National Banc Corp. Sends Letter to Shareholders;
Urges Shareholders to Vote "FOR" Increasing the Authorization of Common Shares and "FOR" Eliminating Preemptive Rights

CANFIELD, Ohio--(BUSINESS WIRE)-- On March 25, 2013 John S. Gulas President and CEO of Farmers National Banc Corp. (NAS: FMNB) sent shareholders a letter urging them to support Management and Board of Directors' proposals to increase the Company's authorized shares and eliminate preemptive rights. Management and the Board of Directors believe voting "FOR" these two proposals will significantly increase the Company's ability to continue to grow and enhance shareholder value.

Included below is the full text of the letter to Farmers' shareholders:

The last several years have been a time of exciting growth and opportunities for Farmers National Banc Corp. During this time, we have expanded our product offerings and our territory. Farmers is now a regional community bank with a presence beyond the Mahoning Valley. As a result of this growth and our Bank's strong asset quality, total shareholder value has grown nearly 80% over the last two years. Positive momentum is on our side and it is important we continue to capitalize on it.

This year our Senior Management Team and the Board of Directors are asking for your help and understanding. A positive ("for") vote on the two issues detailed below will allow us to continue growing and enhancing shareholder value. The help we need is twofold:

First, we request your support of Farmers National Banc Corp. by voting for the increase in additional shares authorized so that we will be able to issue common shares and raise additional capital, should a compelling opportunity present itself. Acquisitions and growth allow for us to acquire additional income producing assets and revenue sources that would further enhance shareholder value. Without the authorization, we would be forced to wait for a special meeting to authorize shares, which could affect our ability as a credible buyer and result in missed opportunities to create value for all shareholders. Authorizing these shares would be consistent with past practice as demonstrated by the shareholders' approval to double our authorized shares in 2001 from 12,500,000 to the 25,000,000 currently authorized.

Secondly, we need your votes to eliminate preemptive rights. Last year, we received over 71% of shares voting in favor of the elimination of preemptive rights, but fell short of the required two thirds of our total outstanding shares because we needed more shareholder participation. I would like to take this opportunity to remind shareholders that a "non" vote is equivalent to an "against" vote. The elimination of this item would allow us to file a registration statement with the Securities and Exchange Commission that would create greater flexibility to raise cash should the compelling need arise for capital, without a lengthy and expensive process involving a preemptive rights offering. This move would also add to our credibility and responsiveness should an opportunity for a strategic investment present itself. But the passage of this proposal would not affect your rights under our charters involving a "control share acquisition" or "business combination."

The Senior Management Team and Board of Directors appreciate your past support and hope you will help us meet these two initiatives with success by voting "for" proposals #2 and #3.

Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with more than $1 billion in Banking assets and $1 billion in Trust assets. Farmers National Banc Corp.'s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 19 retail offices in Mahoning, Trumbull, Columbiana and Stark Counties in Ohio, and Farmers Trust Company, which operates two trust offices and offers services in the same geographic markets. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

Founded in 1887, the bank has been community-minded and committed to the Valley for 125 years. Throughout the recent financial crisis, Farmers has shown great strength by continuing rock-solid business and lending practices that help the individuals and businesses in our communities thrive and survive.

Farmers National Banc Corp.
Amber Wallace, Senior Vice President, Marketing, 330-702-8427 office
330-720-6441 mobile

KEYWORDS: United States North America Ohio


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