d350778d8k.htm

EX-99.1

Exhibit 99.1

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June 21, 2022

Dear Emclaire Financial Corp. Shareholder:

This package is being mailed to you as a holder of record of shares of common stock of Emclaire Financial Corp. (“Emclaire”) in connection with the merger of Emclaire with and into FMNB Merger Subsidiary V, LLC (“Merger Sub”), a wholly-owned subsidiary of Farmers National Banc Corp. (“Farmers”) pursuant to the terms of the Agreement and Plan of Merger, dated as of March 23, 2022 (as it may be amended from time to time, the “Merger Agreement”), entered into by and among Emclaire, Merger Sub and Farmers (the “Merger”). Pursuant to the Merger Agreement, each outstanding Emclaire common share will be converted at the effective time of the Merger into the right to receive, at the election of the holder, one of the following:

●

2.15 Farmers common shares (a “Stock Election”); or

●

$40.00 in cash without interest (a “Cash Election”)

subject, however, to proration, adjustment and certain allocation procedures set forth in the Merger Agreement intended to ensure that 70% of the outstanding Emclaire common shares are converted into the right to receive Farmers common shares and 30% of the outstanding Emclaire common shares are converted into the right to receive cash.

On March 23, 2022, the date the Merger Agreement was executed, the per share closing price for Farmers common shares was $ 17.02, which, after giving effect to the exchange ratio of 2.15 and the cash amount of $40.00, would have an implied value of approximately $37.62 per Emclaire common share. As of June 7, 2022, the most reasonably practicable date prior to the mailing of the proxy statement/prospectus dated June 8, 2022 (as it may be amended from time to time, the “Proxy Statement/Prospectus”), the closing price for Farmers common shares was $15.70, which had an implied value of approximately $33.76 per Emclaire common share. Based on this price with respect to the stock consideration, and the cash consideration of $40.00 per share, upon completion of the Merger, an Emclaire common shareholder who receives stock for 70% of such shareholder’s common shares and receives cash for 30% of such shareholder’s common shares would receive total Merger consideration with an implied value of approximately $35.63 per Emclaire common share.

Emclaire is holding a special meeting of shareholders virtually at 9:00 a.m., Eastern Time, on July 20, 2022. Pending approval of the Merger Agreement by the Emclaire shareholders and satisfaction of certain other closing conditions specified in the Merger Agreement, we currently expect that the Merger will be consummated during the second half of 2022.

Enclosed is an Election Form and Letter of Transmittal and related Instructions that pertain to the Merger. In order to make an election, please complete, sign and return the Election Form and Letter of Transmittal to Computershare Trust Company, N.A. (the “Exchange Agent”), at one of the addresses set forth in the Instructions, so that it is RECEIVED no later than July 19, 2022. Please also return with your Election Form and Letter of Transmittal all share certificate(s) or confirmation of book-entry transfer, as applicable, representing your Emclaire common shares. Do not send your election materials directly to Farmers or Emclaire.

03NRFA

June 21, 2022

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The deadline for submitting election forms (the “Election Deadline”) is July 19, 2022. Election forms must be RECEIVED by the Exchange Agent no later than 5:00 PM Eastern Time on the date of the Election Deadline. In the event that the Election Deadline changes, Farmers and Emclaire will announce the revised date in a press release, on their websites and in filings with the Securities and Exchange Commission (the “SEC”). You may also obtain up-to-date information regarding the Election Deadline by calling Georgeson LLC, the information agent, at 866-295-8105. You bear the risk of ensuring proper and timely delivery. Therefore, we encourage you to submit your election materials promptly. If you do not make a valid and timely election, you will be deemed to have made No Election with respect to your Emclaire common shares.

For a full discussion of the transaction and the effect of your election, see the Merger Agreement and the Proxy Statement/Prospectus that is being sent to you under separate cover. BEFORE MAKING YOUR ELECTION, YOU ARE ENCOURAGED TO READ CAREFULLY THE ENTIRE MERGER AGREEMENT AND PROXY STATEMENT/PROSPECTUS (INCLUDING ANNEXES THERETO AND DOCUMENTS INCORPORATED THEREIN BY REFERENCE) AND THE ACCOMPANYING ELECTION FORM AND LETTER OF TRANSMITTAL.

You are able to obtain free copies of the Proxy Statement/Prospectus and other documents filed with the SEC by Farmers and Emclaire through the website maintained by the SEC at www.sec.gov or by requesting them by following the instructions in the section entitled “WHERE CAN YOU FIND MORE INFORMATION” in the forepart of the Proxy Statement/Prospectus. If you wish to request documents, you should do so at least five business days before the Election Deadline. THE PROXY STATEMENT/PROSPECTUS IS DATED JUNE 8, 2022, AND DOES NOT REFLECT DEVELOPMENTS SUBSEQUENT TO THAT DATE. However, the Proxy Statement/Prospectus incorporates by reference subsequent filings with the SEC by Farmers and Emclaire. You should rely only on the information contained or expressly incorporated by reference in the Proxy Statement/Prospectus. We have not authorized anyone to provide you with information that is different from or inconsistent with the information contained or incorporated by reference in those documents.

If you hold Emclaire common shares through a broker, dealer, commercial bank, trust company or other fiduciary, you should also instruct such broker, dealer, commercial bank, trust company or other fiduciary what election to make on your behalf by carefully following the instructions you will receive from your broker, dealer, commercial bank, trust company or other fiduciary (please note: you may be subject to an earlier deadline for making your election with respect to such Emclaire common shares). Please contact your broker, dealer, commercial bank, trust company or other fiduciary with any questions and to receive the appropriate instruction forms. COMPLETING THE ENCLOSED ELECTION FORM AND LETTER OF TRANSMITTAL WILL NOT RESULT IN YOU MAKING AN ELECTION FOR ANY EMCLAIRE COMMON SHARES YOU HOLD THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER FIDUCIARY.

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June 21, 2022

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If you have any questions regarding the election materials, please contact Georgeson LLC, the information agent, at 866-295-8105.

Very truly yours,

Kevin J. Helmick

President and Chief Executive Officer

This Election Form and Letter of Transmittal is dated June 21, 2022, and is first being mailed to Emclaire common shareholders on or about June 21, 2022.

EX-99.2

Exhibit 99.2



				Computershare Trust Company, N.A.
				P.O. Box 43011
				Providence Rhode Island 02940-3011
				Georgeson, Information Agent 866-295-8105


		MR A SAMPLE
		DESIGNATION (IF ANY)
		ADD 1
		ADD 2
		ADD 3
		ADD 4
		ADD 5
		ADD 6				C 1234567890 J N T

						Tax ID certification on file: <Certified Y/N>

TOTAL SHARES 12345678901234

TIME IS CRITICAL. PLEASE COMPLETE AND RETURN PROMPTLY IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS.

ELECTION FORM AND LETTER OF TRANSMITTAL TO ACCOMPANY

CERTIFICATES OF COMMON SHARES, $1.25 PAR VALUE, OF EMCLAIRE FINANCIAL CORP. (“EMCLAIRE”)

This Election Form and Letter of Transmittal is sent to you in connection with the proposed merger (the “Merger”) of Emclaire with and into FMNB Merger Subsidiary V, LLC (“Merger Sub”), a wholly-owned subsidiary of Farmers National Banc Corp. (“Farmers”), pursuant to the Agreement and Plan of Merger dated as of March 23, 2022 (the “Merger Agreement”), by and among Farmers, Merger Sub and Emclaire. This Election Form and Letter of Transmittal may be used to make an election only with respect to Emclaire common shares you hold that are registered in your name. You may receive additional Election Forms and/or Letters of Transmittal with respect to Emclaire common shares held by you in another manner or in another name (if any). The deadline for submitting election forms is 5:00 PM Eastern Time on July 19, 2022 (the “Election Deadline”). Election forms must be RECEIVED by Computershare Trust Company, N.A. (the “Exchange Agent”) no later than 5:00 p.m., Eastern Time, on the date of the Election Deadline. If the Election Deadline is extended for any reason, Farmers and Emclaire will announce the new Election Deadline.


Total Certificated Shares	Shares Held By Us	Total Shares
12345678901234	12345678901234	12345678901234

Complete the box(es) on the reverse side to make an election to receive for each of your Emclaire common shares (i) 2.15 Farmers common shares (a “Stock Election”), or (ii) $40.00 in cash without interest (a “Cash Election”), each of which is subject to proration, adjustment and certain limitations as set forth in the Merger Agreement which are intended to ensure that 70% of the outstanding Emclaire common shares are converted into the right to receive Farmers common shares (the “Stock Consideration”) and 30% of the outstanding Emclaire common shares are converted into the right to receive cash in the amount of the Cash Election (the “Cash Consideration”) (as described in the Merger Agreement and summarized in the proxy statement/prospectus dated June 8, 2022 that is being sent to you under separate cover (as it may be amended from time to time, the “Proxy Statement”)). If no box is checked or you elect to make “No Election,” your Emclaire common shares will be converted into the right to receive such proportion of the Stock Consideration or Cash Consideration as determined pursuant to the Merger Agreement. BEFORE MAKING YOUR ELECTION, YOU ARE ENCOURAGED TO READ CAREFULLY THE ENTIRE MERGER AGREEMENT AND PROXY STATEMENT (INCLUDING ANNEXES THERETO AND DOCUMENTS INCORPORATED THEREIN BY REFERENCE) AND THE ACCOMPANYING INSTRUCTIONS.


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03NM7D

ELECTION CHOICES

I hereby elect to receive the following as consideration for my Emclaire common shares held in this account:

STOCK ELECTION (2.15 Farmers common shares for each Emclaire common share, subject to adjustment)


		Mark this box to elect to make a Stock Election with respect to ALL of your Emclaire shares.
		Mark this box to elect to make a Stock Election with respect to the following number of your Emclaire shares Please fill in the number of shares for which you would like to make a Stock Election.
CASH ELECTION ($40.00 in cash without interest for each Emclaire common share)
		Mark this box to elect to make a Cash Election with respect to ALL of your Emclaire shares.
		Mark this box to elect to make a Cash Election with respect to the following number of your Emclaire shares. Please fill in the number of shares for which you would like to make a Cash Election.
NO ELECTION
		Mark this box to make no election with respect to ALL of your Emclaire shares.

You will be deemed to have made a NO ELECTION if:

You fail to follow the instructions on the “Election Form and Letter of Transmittal” or otherwise fail properly to make an election;

A properly completed “Election Form and Letter of Transmittal,” together with your certificate(s) or confirmation of book-entry transfer, is not actually received by the Exchange Agent at or before the Election Deadline;

You properly and timely revoke a prior election without making a new election; or

You check the “No Election” box above.

By making “No Election”, the form of consideration that you will receive as a result of the Merger will be determined by Farmers or, at Farmers’ direction, the Exchange Agent, in accordance with the terms of the Merger Agreement.

These elections will be subject to proration based on a proration adjustment if Stock Consideration is oversubscribed or undersubscribed. The allocation procedures set forth in the Merger Agreement are intended to ensure that 70% of the outstanding Emclaire common shares are converted into the right to receive Farmers common shares and 30% of the outstanding Emclaire common shares are converted into the right to receive cash.

No guarantee can be made that you will receive the amount of Cash Consideration or Stock Consideration that you elect. No guarantee can be made as to the value of the consideration received relative to the value of the Emclaire common shares being exchanged. You are encouraged to obtain current market quotations for Farmers and Emclaire when making your election.

To be effective, this Election Form and Letter of Transmittal must be properly completed, signed and delivered to the Exchange Agent at one of the addresses listed in the Instructions, together with your certificate(s) or confirmation of book-entry transfer, by the Election Deadline. Do not send your election materials to Emclaire, Farmers or Georgeson (the Information Agent).

SIGNATURE(S) REQUIRED. Signature of Registered Holder(s) or Agent

Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on your certificate(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer for a corporation in a fiduciary or representative capacity, or other person, please set forth full title. See Instructions 5, 6, 7 and 8.

By signing below, I represent and warrant as follows:

(1) I have full power and authority to surrender the Emclaire common shares represented by the certificate(s) surrendered herewith or transferred in book-entry form, or covered by a guarantee of delivery, free and clear of all liens, claims and encumbrances. I will, upon request, execute and deliver any additional documents reasonably deemed by the Exchange Agent to be appropriate or necessary to complete the surrender and exchange of my Emclaire common shares.

(2) I understand that neither surrender nor an election is made in acceptable form until receipt by the Exchange Agent of this Election Form and Letter of Transmittal, duly completed and manually signed, together with any certificate(s) representing Emclaire common shares and all accompanying evidences of authority. I agree that all questions as to validity, form and eligibility of any surrender of the Emclaire shares will be determined by the Exchange Agent.

(3) I understand that I may not and shall not sell or otherwise transfer the Emclaire common shares subject to this Election Form unless the Merger Agreement is terminated or I properly revoke this election prior to the Election Deadline.

(4) I acknowledge that, until I properly surrender the certificate(s) representing the Emclaire common shares to which this Election Form and Letter of Transmittal relates or properly transfer such Emclaire shares in book-entry form, I will not receive any consideration issuable or payable. Delivery of such certificate(s) will be effected, and risk of loss and title to such certificate(s) will pass, only upon proper delivery thereof to the Exchange Agent in the appropriate manner to one of the addresses listed in the Instructions.

Sign and provide your tax ID number on the IRS Form W-9 provided herein (or the appropriate IRS Form W-8 if you are a non-U.S. holder, a copy of which can be obtained at www.irs.gov). See Instruction 9.


Signature of owner	Signature of co-owner, if any
		Area Code/Phone Number

SIGNATURE(S) GUARANTEED (IF REQUIRED) See instruction 6.

Unless the shares were tendered by the registered holder(s) of the common shares, or for the account of a member of a Eligible Institution, your signature(s) must be guaranteed by an Eligible Institution.


Authorized Signature
				Name of Firm
Address of Firm – Please Print


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SPECIAL PAYMENT AND DELIVERY FORM

The merger consideration will be issued in the name and address provided on the Election Form and Letter of Transmittal unless instructions are given in the boxes below.



Special Payment and Issuance Instructions				Special Delivery Instructions

To be completed ONLY if the merger consideration is to be issued to a name that is different from the name on the surrendered certificate(s).				To be completed ONLY if the merger consideration is to be issued to an address that is different from the address reflected above.

Issue ☐ Check to:				Deliver ☐ Check to:

☐ Shares to:				☐ Shares to:

Name(s):				Name(s):
(Please Print)				(Please Print)

Address:				Address:

Telephone Number:				Telephone Number:

email:				email:

If completing this page for Special Payment and Issuance Instructions or Special Delivery Instructions, please obtain an Original Medallion Signature Guarantee Stamp below.

EX-99.3

Exhibit 99.3

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INSTRUCTIONS

(Please read carefully all of the instructions below)

1. Delivery; Election Deadline: For any election contained herein to be considered, the Election Form and Letter of Transmittal, properly completed in accordance with these instructions and signed, and any other documentation reasonably required by Farmers National Banc Corp.’s exchange agent, Computershare Trust Company, N.A (the “Exchange Agent”), must be sent to the Exchange Agent at one of the following addresses so that it is actually received by the Exchange Agent at or prior to the deadline for submitting election forms (the “Election Deadline”). Please also include your common share certificate(s) with your Election Form and Letter of Transmittal.


If delivering by mail:		If delivering by courier:
Computershare Trust Company, N.A.		Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions		c/o Voluntary Corporate Actions
P.O. Box 43011		Suite V
Providence, RI 02940-3011		150 Royall Street
		Canton, MA 02021

Do not send such materials directly to Emclaire Financial Corp. (“Emclaire”) or Farmers National Banc Corp. (“Farmers”) because the materials will not be forwarded to the Exchange Agent and your election will be invalid. The method of delivery is at the option and risk of the surrendering common shareholder. Registered mail, appropriately insured, with return receipt requested, is recommended. A return envelope is enclosed for your convenience.

The Election Deadline is 5:00 p.m., Eastern Time, July 19, 2022. If the Election Deadline is extended for any reason, both Farmers and Emclaire will announce the new Election Deadline at least five business days prior to the Election Deadline in a press release, on their websites and in filings with the SEC. You may also obtain up-to-date information regarding the Election Deadline by calling Georgeson, the Information Agent at 866-295-8105. You bear the risk of ensuring proper and timely delivery. Therefore, we encourage you to submit your election materials promptly. If you do not make a valid and timely election, you will be deemed to have made No Election with respect to your Emclaire common shares.

The Exchange Agent will determine whether any Election Form and Letter of Transmittal is received on a timely basis and whether an Election Form and Letter of Transmittal has been properly completed.

2. Revocation or Change of Election Form: Any Election Form and Letter of Transmittal may be revoked or changed by written notice from the Emclaire common shareholder submitting such form to the Exchange Agent, but to be effective such notice must be received by the Exchange Agent prior to the Election Deadline. Revocations must specify the name in which your common shares are registered on the share transfer books of Emclaire. The Exchange Agent will have discretion to determine whether any revocation or change is received on a timely basis and whether any such revocation or change has been properly made. No election may be revoked or changed after the Election Deadline unless and until the Agreement and Plan of Merger, dated as of March 23, 2022 (as it may be amended from time to time, the “Merger Agreement”), entered into by and among Emclaire, FMNB Merger Subsidiary V, LLC and Farmers, is terminated. See Instruction 4.


03NM8E		1

3. Surrender of Original Certificate(s); Lost, Stolen or Destroyed Certificate(s): This Election Form and Letter of Transmittal should be accompanied by the original share certificate(s) or evidence of book-entry shares evidencing your Emclaire common shares and any required, accompanying evidences of authority. If your share certificate(s) has been lost, stolen or destroyed, contact Emclaire’s transfer agent American Stock Transfer & Trust Company, LLC, at 800-937-5449 prior to submitting the Election Form and Letter of Transmittal regarding any additional requirements.

4. Termination of Merger Agreement: Any Emclaire share certificate(s) surrendered will be held in trust by the Exchange Agent until completion of the Merger or the return of the certificates upon termination of the Merger Agreement. In the event of termination of the Merger Agreement, the Exchange Agent will promptly return share certificate(s) representing Emclaire common shares via registered mail or through a book-entry transfer for common shares held in street name. The Exchange Agent and Emclaire will use their commercially reasonable efforts to facilitate return of such share certificate(s) in the event of termination of the Merger Agreement, but return of share certificate(s) other than by registered mail will only be made at the expense, written direction and risk of the requesting Emclaire common shareholder, accompanied by a pre-paid, pre-addressed return courier envelope sent to the Exchange Agent.

5. Signatures: If the Election Form and Letter of Transmittal is signed by the registered holder(s) of the common shares surrendered, the signature(s) must correspond exactly with the name(s) as written on the face of any certificate(s) surrendered or on the assignment authorizing transfer, without alteration, enlargement or any change whatsoever. Do not sign the share certificate(s) because signatures are not required if submitted by the registered owner of such common shares who has not completed the section entitled “Special Payment and Issuance Instructions” or are for the account of an Eligible Institution (as defined below). If any of the common shares are owned by two or more joint owners, all such owners must sign the Election Form and Letter of Transmittal exactly as written on the assignment authorizing transfer or face of the certificate(s). If any common shares are registered in different names, it will be necessary to complete, sign and submit as many separate Election Forms and Letters of Transmittal as there are different registrations. Election Forms and Letters of Transmittal executed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary capacity who are not identified as such to the registration must be accompanied by proper evidence of the signatory’s authority to act.

6. Guarantee of Signatures: No signature guarantee is required on the Election Form and Letter of Transmittal if (a)(i) the Election Form and Letter of Transmittal is signed by the registered holder(s) (including any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of such common shares) of common shares surrendered with the Election Form and Letter of Transmittal, and (ii) such registered holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment and Issuance Instructions;” or (b) such common shares are surrendered for the account of a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents’ Medallion Program (each, an “Eligible Institution”). In all other cases, all signatures on the Election Form and Letter of Transmittal must be guaranteed by an Eligible Institution.

7. Special Payment and Issuance Instructions: If the Merger consideration is to be made payable to or registered in a name other than the name(s) of the currently registered record owner(s) of shares, indicate the name(s) and address in the box captioned “Special Payment and Issuance Instructions.” The common shareholder(s) named in the box captioned “Special Payment and Issuance Instructions” will be considered the record owner(s) and should complete the section entitled “Signatures

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Required” and the enclosed Internal Revenue Service (“IRS”) Form W-9 (or the appropriate IRS Form W-8 if you are a non-U.S. person, a copy of which can be obtained at www.irs.gov). If the section entitled “Special Payment and Issuance Instructions” is completed, then signatures on the Election Form and Letter of Transmittal must be guaranteed by a firm that is an Eligible Institution. If the surrendered share(s) are registered in the name of a person other than the signer of the Election Form and Letter of Transmittal, or if issuance is to be made to a person other than the signer of the Election Form and Letter of Transmittal, or if the issuance is to be made to a person other than the registered owner(s), then the Election Form and Letter of Transmittal must be accompanied by duly executed stock powers, in each case signed exactly as the name(s) of the registered owner(s) appear, with the signatures on the stock power(s) guaranteed by an Eligible Institution as provided herein.

8. Special Delivery Instructions: If the Merger consideration is to be delivered to an address other than that set forth next to the signature of the registered holder, indicate the address in the box captioned “Special Delivery Instructions.” If the section entitled “Special Delivery Instructions” is completed, then signatures on the Election Form and Letter of Transmittal must be guaranteed by a firm that is an Eligible Institution.

9. IRS Form W-9: A common shareholder that is a U.S. person (including a resident alien) should complete the enclosed IRS Form W-9 and provide such common shareholder’s correct Taxpayer Identification Number (“TIN”). Failure to provide the information on the form may subject the surrendering common shareholder to U.S. backup withholding (currently at a rate of 28%) on any reportable payment made pursuant to the merger. A common shareholder that is a non-U.S. person should use the appropriate IRS Form W-8, a copy of which can be obtained at www.irs.gov. Please review the instructions included on the enclosed IRS Form W-9 for additional information.

10. Shares held through an IRA, broker, investment dealer, bank, trust company, or other intermediary. If you hold any stock through an IRA or through a broker, investment dealer, bank, trust company, or other intermediary, you should promptly contact the custodian of your IRA and follow their instructions as to the procedures for exchanging your shares of Emclaire common stock. If your shares of Emclaire common stock are held through a broker, investment dealer, bank, trust company, or other intermediary, you should contact that intermediary as soon as possible for instructions and assistance in delivering your shares of Emclaire common stock.

11. Shares held in “street name” by a bank, broker or other nominee. If you hold your Emclaire common stock in “street name” through a bank, broker or other nominee (a “nominee”) you should instruct such nominee what election to make on your behalf by carefully following the instructions that you will receive from your nominee. An election will not be made on your behalf absent your instructions. You may be subject to an earlier deadline for making your election. Please contact your nominee with any questions.

EX-99.4

Exhibit 99.4

FOR IMMEDIATE RELEASE

Contact:

Amber Wallace

Executive Vice President, Chief Retail/Marketing Officer

330-720-6441

awallace@farmersbankgroup.com

William C. Marsh

Chairman of the Board, President and

Chief Executive Officer

844-767-2311

investor.relations@farmersnb.com

Farmers National Banc Corp. and

Emclaire Financial Corp.

Announce Election Deadline of July 19, 2022

CANFIELD, OHIO, June 27, 2022 – Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers Bank”), and Emclaire Financial Corp. (“Emclaire”) (NASDAQ: EMCF), the holding company for The Farmers National Bank of Emlenton (“Emlenton Bank”), jointly announced today an election deadline of 5:00 p.m., Eastern Standard Time, July 19, 2022 (the “Election Deadline”) for shareholders of Emclaire to elect the form of consideration they wish to receive for their shares of Emclaire common stock in connection with the proposed merger (the “Merger”) of Emclaire with and into FMNB Merger Subsidiary V, LLC, a newly-formed, wholly-owned subsidiary of Farmers (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of March 23, 2022, by and among Farmers, Merger Sub and Emclaire (the “Merger Agreement”). The Election Deadline may be extended, in which case Farmers and Emclaire will issue a press release announcing the new election deadline.

As previously announced, shareholders of Emclaire can elect to receive, for each Emclaire common share held, either cash or Farmers common shares in connection with the proposed Merger, although such elections are subject to proration, adjustment and certain limitations as set forth in the Merger Agreement, which are described in the Proxy Statement/Prospectus dated June 8, 2022, relating to the proposed Merger. Shareholders of Emclaire are reminded that if they wish to make an election, they must complete, sign and return a Letter of Transmittal and Election Form to Computershare Trust Company, N.A., as exchange agent, by the Election Deadline. Shareholders of Emclaire who hold their common shares through a broker, dealer, commercial bank, trust company or other fiduciary, may have an earlier election deadline and should carefully review any instructions received from their broker, dealer, commercial bank, trust company or other fiduciary. The documents necessary for shareholders of Emclaire to make an election for their Merger consideration were mailed beginning June 21, 2022.

Shareholders of Emclaire with questions regarding the election procedures, who want up to date information on the Election Deadline, or who wish to obtain copies of the election materials, may contact Georgeson LLC, the Information Agent, at 866-295-8105.

A special meeting of the shareholders of Emclaire is being held on July 20, 2022 for purposes of considering and voting on a proposal to approve the Merger Agreement. Shareholders of Emclaire with questions regarding the special meeting may contact Alliance Advisors, Emclaire’s proxy solicitor, by calling 833-757-0767, or by email to emcf@allianceadvisors.com.

The proposed Merger remains subject to the approval by the shareholders of Emclaire at Emclaire’s special meeting of shareholders and the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.

ABOUT FARMERS NATIONAL BANC CORP.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $4.2 billion in banking 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 46 locations in Mahoning, Trumbull, Columbiana, Stark, Summit, Portage, Wayne, Medina, Geauga and Cuyahoga counties in Ohio and Beaver County in Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at March 31, 2022 were $3.1 billion.

ABOUT EMCLAIRE FINANCIAL CORP.

Emclaire Financial Corp. is the parent company of the Farmers National Bank of Emlenton, an independent, nationally chartered, FDIC-insured community commercial bank headquartered in Emlenton, Pennsylvania, operating 19 full service offices in Venango, Allegheny, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson and Mercer Counties, Pennsylvania. The Corporation’s common stock is quoted on and traded through NASDAQ under the symbol “EMCF”. For more information visit the Corporation’s web site at www.emclairefinancial.com.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather statements based on Farmers’ and Emclaire’s current expectations regarding its business strategies and its intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.”

Forward-looking statements are not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Farmers’ and Emclaire’s control. Numerous uncertainties, risks, and changes could cause or contribute to Farmers’ or Emclaire’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the possibility that the closing of the proposed transaction is delayed or does not occur at all because required regulatory approvals, shareholder approval or other conditions to the transaction are not obtained or satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all; Farmers’ and Emclaire’s failure to integrate Emclaire and Emlenton Bank with Farmers and Farmers Bank in accordance with expectations; deviations from performance expectations related to Emclaire and Emlenton Bank; diversion of management’s attention on the proposed transaction; general economic conditions in markets where Farmers and Emclaire conduct business, which could materially impact credit quality trends; effects of the COVID-19 pandemic on the local, national, and international economy, Farmers’ or Emclaire’s organization and employees, and Farmers’ and Emclaire’s customers and suppliers and their business operations and financial condition; disruptions in the mortgage and lending markets and significant or unexpected fluctuations in interest rates related to COVID-19 and governmental responses, including financial stimulus packages; general business conditions in the banking industry; the regulatory environment; general fluctuations in interest rates; demand for loans in the market areas where Farmers and Emclaire conduct business; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with regional and national financial institutions; and new service and product offerings by competitors and price pressures; and other factors disclosed periodically in Farmers’ and Emclaire’s filings with the Securities and Exchange Commission (the “SEC”).

Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this release or made elsewhere from time to time by Farmers, Emclaire or on Farmers’ or Emclaire’s behalf, respectively. Forward-looking statements speak only as of the date made, and neither Farmers nor Emclaire assumes any duty and does not undertake to update forward-looking statements.

Farmers and Emclaire provide further detail regarding these risks and uncertainties in their respective latest Annual Reports on Form 10-K, including in the risk factors section of Farmers’ latest Annual Report on Form 10-K, as well as in subsequent SEC filings, available on the SEC’s website at www.sec.gov.

IMPORTANT ADDITIONAL INFORMATION.

In connection with the proposed Merger, Farmers has filed with the SEC a Registration Statement on Form S-4 that includes a proxy statement of Emclaire and a prospectus of Farmers, as well as other relevant documents concerning the proposed transaction. The proxy statement/prospectus included in the Registration Statement on Form S-4 should not be read alone, but should be read in conjunction with the other information regarding Farmers, Emclaire and the proposed Merger that is contained in, or incorporated by reference into, the Registration Statement on Form S-4. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act.

SHAREHOLDERS OF EMCLAIRE AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS INCLUDED IN THE EFFECTIVE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS EITHER FARMERS OR EMCLAIRE HAS FILED OR MAY FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH ARE INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS, EMCLAIRE, AND THE PROPOSED MERGER. Investors and security holders may obtain free copies of the Registration Statement on Form S-4 and other documents filed with the SEC by Farmers or Emclaire through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Farmers are available free of charge by accessing the “Investor Relations” section of Farmers’ website at www.farmersbankgroup.com or, alternatively, by directing a request to Farmers Investor Relations, Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406, (330) 533-3341. Copies of the documents filed or to be filed with the SEC by Emclaire may be obtained without charge from Emclaire by written request to Emclaire Financial Corp., 612 Main Street, Emlenton, Pennsylvania 16373, Attention: Jennifer A. Poulsen, Secretary.

The respective directors and executive officers of Farmers and Emclaire and other persons may be deemed to be participants in the solicitation of proxies from Emclaire shareholders with respect to the proposed Merger. Information regarding the directors of Farmers is available in its proxy statement filed with the SEC on March 17, 2022 in connection with its 2022 Annual Meeting of Shareholders and information regarding the executive officers of Farmers is available in its Form 10-K filed with the SEC on March 9, 2022. Information regarding the directors and executive officers of Emclaire is available in its Form 10-K filed with the SEC on March 16, 2022 and other documents filed by Emclaire with the SEC. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus included in the Registration Statement on Form S-4 and other relevant materials filed with the SEC.

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