Wayne Savings Sends Letter to Stockholders

April 3, 2018

Dear Fellow Wayne Shareholder:

As you are aware, a New York City-based hedge fund (Stilwell) is trying to replace our director – David Lehman – with a candidate with no knowledge of our community and someone who doesn’t even reside in Ohio. Your Board of Directors nominated David Lehman because he played a vital role - as the interim CEO last year - in putting Wayne Savings’ on track to become a top performing bank with record earnings in 2017. Your support for David is critical in ensuring that we stay on the current path of delivering value and not in pursuing an ill-timed sale which Stilwell wants.

Vote the WHITE proxy card and send a strong message to Stilwell that we are not for sale.

David’s prior experience in leading a growing, Wayne County-based, insurance company as CEO for over 25 years provided him the insight, knowledge and skills necessary to make the significant changes he implemented at Wayne Savings over the first eight months of 2017 while serving as Wayne Savings’ interim CEO. David successfully led several transformational initiatives that positioned the bank for success in 2017 and beyond.  He was instrumental in converting our charter to become a commercial bank and increasing operational efficiency by reducing overhead expenses. These changes, among others, resulted in:

• Record earnings for the year ended December 31, 2017 – a year-over-year increase of 38%
• Continued stock price appreciation, recently closing above $19.00 per share
• Sustainable earnings to support multiple cash dividend increases – a year-over-year increase of 22% in the quarterly dividend rate

While Wayne’s board and management have demonstrated their ability to create value for our shareholders, Stilwell prefers to ignore the significant progress we have made and is pursuing his singular objective of trying to force the sale of the bank by nominating his employee, Corissa Briglia, to replace David Lehman on the Wayne Savings Board.  Ms. Briglia’s qualifications, experience and track record as a bank director pale in comparison to David Lehman’s.  An analyst with only 4 years of experience working with public bank boards, Ms. Briglia has no knowledge of the local market.  

Wayne Savings’ stock is currently trading above book value. Stilwell’s nominee, Ms. Briglia, has been appointed to the boards of several banks that were then sold below book value within her first term as a director. 

	David Lehman	Corissa Briglia
Extensive knowledge of the bank’s market	✔	✖
30+ years in the financial services industry	✔	✖
25+ years leading a growing organization	✔	✖

 

Institutional Shareholder Services (known as “ISS”), a leading provider of independent proxy research and vote recommendations to the institutional investment community, has thoroughly evaluated Wayne Savings’ performance, Stilwell’s arguments, and the nominees. ISS recommended that stockholders vote in favor of both of our Board’s nominees; David Lehman and Glenn Miller

With the hiring of an accomplished CEO in Jay VanSickle, Wayne Savings is poised to continue delivering 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 missing out on future opportunities in our market.

This year’s Annual Meeting of Stockholders is April 20, 2018, and 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.

VOTE THE ENCLOSED WHITE CARD TODAY!

If you have already 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              

 

 

                                                                               

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

Investors and security holders are 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 the 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.