Wayne Savings Sends Letter to Stockholders

Our Annual Meeting of Stockholders is April 20, 2018, and this year your vote is especially important. We urge you to protect the value of your investment in Wayne Savings by voting TODAY “FOR” our Director nominees, David Lehman and Glenn Miller, on the enclosed WHITE proxy card.  Please vote as soon as possible.

Despite our successful year in 2017 and track record of delivering strong returns for our fellow shareholders, New York City-based investor Joseph Stilwell and the hedge funds he controls are continuing to wage a costly and distracting proxy fight designed to force the sale of our bank. With new CEO Jay VanSickle on board and having just reported record 2017 earnings, the future is bright for Wayne Savings shareholders and now is NOT the time to sell the bank. Our plans, in fact, will make WAYN stronger and more valuable over the coming years.

Your Board is focused on creating significant long-term value through profitable growth for our shareholders, employees and our community.  Under the current Board’s leadership, Wayne was able to accomplish the following milestones:

• Record earnings for the year ended December 31, 2017.  Net income reached $3.1 million compared to $2.2 million in 2016, a year over year increase of 38%.

  

                                           *excluding 2017 proxy contest expenses

 

• Increased quarterly cash dividend to $0.10 per share of the Company’s common stock for the quarter ending December 31, 2017.  This represents an 11% increase in annual dividends.

• The Board announced and completed a $1.4 million share repurchase (2.5% of shares outstanding).

• A 12% appreciation in stock price during director David Lehman’s service as interim CEO[1].

• Hired Jay VanSickle, a lifelong resident of North Central Ohio, as the President and Chief Executive Officer of the Company in August 2017. Jay brings an extensive knowledge of the banking industry and an impressive track record of successful execution and leadership at National Bancshares Corporation (“NBOH”).  During Jay’s tenure as CFO, ROE improved from 3.29% in 2006 to 11.92% in 2014.

• Added Brian Hopkins, a lifelong resident of Northern Ohio, of Ancora Advisors LLC as director. Ancora, a 6% shareholder in Wayne Savings, is a registered investment advisor with combined firm assets under management exceeding $5 billion. As an experienced bank investor, Ancora believes in our strategic plan and is supportive of the current board and our nominees. 

• Completed the conversion of the Bank from an Ohio-chartered savings and loan association to an Ohio-chartered commercial bank in September 2017. The charter conversion allows the Bank to continue the implementation of its strategic plan by acquiring more commercial business relationships, facilitating the restructure of our loan portfolio into higher yielding, high quality, shorter duration assets.

As evidenced above, your Board and management’s business plan is continuing to deliver growth and long-term value for ALL shareholders.  We strongly believe that any disruptions could derail the significant progress we’ve made to improve shareholder value and risk future opportunities in our market.

VOTE THE ENCLOSED WHITE CARD TODAY!

If you have mistakenly voted the green card, you can change your vote by voting your enclosed WHITE proxy card.  Your WHITE proxy card will supersede any previously executed green card and cause your votes to be cast for the Board’s nominees.

We urge you to disregard any future mailings or proxy cards that you receive from the Stilwell group and not return the green card. The current Board of Directors serves the interests of all shareholders and appreciates the confidence and support you have given.

If you have any questions or would like us to contact you, please do not hesitate to reach out to our investor relations department at (330) 287-2857.

Sincerely,

 

Peggy J. Schmitz                                                                                                              

Chair, Board of Directors              

 

 

 

In connection with its 2018 Annual Meeting of Stockholders, Wayne Savings Bancshares, Inc. has published a definitive proxy statement and other documents regarding the 2018 Annual Meeting of Stockholders and mailed its definitive proxy statement and a proxy card to each shareholder of record entitled to vote at the 2018 Annual Meeting of Stockholders.                                                                              

 

SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE. THEY WILL CONTAIN IMPORTANT INFORMATION.

 

Investors and security holders will be able to obtain the documents free of charge at the OTC’s website, www.otcmarkets.com, from Wayne Savings at its website, www.waynesavings.com, or by writing to Wayne Savings Bancshares, Inc., 151 North Market Street, Wooster, Ohio 44691, Attention: Investor Relations.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2018 Annual Meeting. Information concerning the Company’s participants is set forth in the proxy statement, dated February 26, 2018, for its 2018 Annual Meeting of Stockholders.

Forward-Looking Statements

This letter contains forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results, including, but not limited to the factors noted in this letter and in the Management’s Discussion and Analysis in our most recent annual report for the year ended December 31, 2017. The forward-looking statements in this letter speak only as to the date of this release. Wayne Savings Bancshares, Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations upon which such statements are based.

 

About WAYN

Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio.

Contacts

 

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