Farmers National Banc (FMNB) 8-K Annual Meeting of Shareholders

Annual Meeting of Shareholders

Thursday, April 16, 2015

Exhibit 99.1

3

Additional Information for Stockholders

In

connection

with

the

proposed

merger

with

National

Bancshares,

Farmers

will

file

with

the

Securities

and

Exchange

Commission

("SEC") a Registration Statement on Form S-4 that will include a joint proxy statement and a Farmers

prospectus, as well as other relevant documents concerning the proposed transaction.

SHAREHOLDERS OF FARMERS AND NATIONAL BANCSHARES AND OTHER INVESTORS ARE URGED TO

CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS TO BE INCLUDED IN THE REGISTRATION

STATEMENT

ON

FORM

S-4,

WHICH

FARMERS

WILL

FILE

WITH

THE

SEC

IN

CONNECTION

WITH

THE

PROPOSED MERGER, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS,

NATIONAL BANCSHARES, THE MERGER, THE PERSONS SOLICITING PROXIES WITH RESPECT TO THE

PROPOSED MERGER AND THEIR INTERESTS IN THE PROPOSED MERGER AND RELATED MATTERS.

The

respective

directors

and

executive

officers

of

Farmers

and

National

Bancshares

and

other

persons

may

be

deemed

to

be participants in the solicitation of proxies from National Bancshares and Farmers shareholders with respect to the

proposed merger. Information regarding the directors and executive officers of Farmers is available in its proxy statement

filed with the

SEC

on

March 13, 2015. Information regarding directors and executive officers of National Bancshares is

available on its website at http://www.discoverfirstnational.com/. Other information regarding the participants in the

solicitation and a description of their direct and indirect interests, by security holdings or otherwise,

will

be

contained

in

the

proxy

statement/prospectus

and

other

relevant

materials

to

be

filed

with

the

SEC

when

they

become available.

Investors and security holders will be able to obtain free copies of the registration statement (when available) and other

documents

filed

with

the

SEC

by

Farmers

through

the

website

maintained

by

the

SEC

at

http://www.sec.gov.

Copies

of

the documents filed with the

SEC

by Farmers will be available free of charge on Farmers' website at

https://www.farmersbankgroup.com.

Kevin J. Helmick

President & Chief Executive Officer

5

Introduction

$842

$970

$1,031

$1,035

$1,118

$1,142

$1,141

2008

2009

2010

2011

2012

2013

2014

Total average assets up 36% since 2008

History of Acquisition and            

Business Development

–

Contributed $6.2 million to non-

interest income in 2014

–

200 retirement plans with assets

under administration of $648

million

Farmers has become a leading, diversified financial institution with

a history of stable growth and profitability

•

2009 acquired the Butler Wick Trust

Company

•

2010 created Farmers National

Insurance

•

2012 rolled out Private Client Services

•

2013 acquired National Associates

6

Headquartered in Mahoning Valley

Compelling Demographics

•

Approximately 75 -

100 miles from

Cleveland, Pittsburgh & Erie

•

6.8 million people within 100 mile radius

•

17 Fortune 500 companies world

headquarters

•

95 colleges and universities campus

locations

•

Northeast Ohio’s manufacturing

productivity is on track to outpace the

rest of the nation by 10 percent as early

as 2015, according to a report released

by Team Northeast Ohio

•

Land acquisition, construction and labor

costs are significantly below national

averages

7

Commitment to Independence

•

Acquisitive strategies for past five years

•

Four pillars

–

Shareholders

o

2014 strategic initiative

o

Increased communication plan

–

Customers

o

Small business support

o

45% of small business lending                                  

comes from community banks*

–

Associates

o

331 associates

o

Top 100 employer in the region

–

Community

o

2014 annual giving: $191,059

*Source:

FDIC

Quarterly

Banking

Profile

-

Second

Quarter

2014

Education/Higher

Education

23%

Social Services

24%

Health &

Wellness

22%

Civic

22%

Arts

6%

Community

Athletics

2%

Religious

1%

Farmers National Banc Corp.

National Bancshares Corporation

Proposed Merger

Creates Prominent NE Ohio Franchise

9

(1)

Community Banks defined as those with assets less than $20.0 billion.  Northeast Ohio includes area codes 216, 330 and 440

(2)

Based on FMNB’s stock price of $7.66 on January 28, 2015.

Source: SNL Financial

FMNB Branches

NBOH Branches

Pro Forma Highlights

Branches

33

Assets

$1.7 Billion

Loans

$1.1 Billion

Deposits

$1.3 Billion

Market Cap

$196

Million

2

•

Creates the third largest community bank

1

by

asset size headquartered in Northeastern

Ohio

•

Complementary business lines & compelling

cultural fit

–

Combines NBOH’s strong loan growth

with Farmers’

wealth management

resources and strong capital base

–

Highly compatible cultures with similar

strategies, customer focus and strong

service and community orientation

•

Enhanced board of directors and

management team bringing strengths and

best practices from both sides

•

Catalyst for additional growth opportunities

Strategic Rationale

Transaction Overview

10

•

Each shareholder of NBOH will elect to receive $32.15 per share

in cash or 4.034 shares of FMNB, subject to 80% of the shares

being exchanged for stock and 20% for cash

Structure/Consideration

•

$74.0 million based on FMNB’s 20-day volume weighted

average price of $7.97 as of January 26, 2015

•

Deal value/tangible book value of 155%

1

•

Deal value/ LTM Earnings of 12.5x

1

•

Core deposit premium of 6.8%

1,2

Purchase Price

•

FMNB will add two NBOH directors to its Board of Directors:

James R. Smail

& Howard J. Wenger

•

Mark Witmer to join FMNB as Senior Executive Vice President,

Chief Community Banking Officer

Board/Management

•

Customary regulatory approvals and shareholder approvals of

both FMNB and NBOH

•

Estimated close 1

st

half of 2015

Required Approvals/

Timing

(1)

Deal pricing metrics based on aggregate $74.0 million deal value and NBOH 12/31/14 financials

(2)

Core deposit premium defined as aggregate deal value less NBOH’s tangible equity divided by NBOH’s deposits less time deposits > $100k

•

Maintains community bank in Wayne County

•

Combined Company synergies

–

Wealth management

–

Agricultural lending

–

Mortgage lending/operations

•

Increases legal lending limit

•

Develops deeper comprehensive platform for banking

•

Maintains similar cultures

•

Creates greater liquidity for shareholders

11

First National Bank’s Rationale

•

High performing Northeastern Ohio

community bank with 2014 ROAA of 1.16%

•

Compounded annualized growth rate for

gross loans of 23% since Q1 2012

•

Net income compounded annualized growth

rate of 31% from 2011FY to 2014FY

12

National Bancshares Corporation

Overview

Gross Loans ($M)

ROAA

Net Income (000’s)

Source: SNL Financial and internal management reports

•

Farmers will welcome NBOH Board members Jim Smail and Howard Wenger as new

FMNB Board Members to help provide leadership and guidance in the Wayne County

market

•

Mark Witmer, CEO of National Bancshares Corporation and First National Bank, is a

capable and respected leader and has agreed to join Farmers as Senior Executive Vice

President, Chief Community Banking Officer

•

Mark has assembled a successful and loyal management team with which Farmers is

pleased to partner

•

Since Mark joined as CEO in January 2012, NBOH has seen impressive growth:

•

We are pleased to offer continued employment to key management personnel and

virtually all of NBOH’s lenders, business development and customer-facing personnel

13

Talented Management and Staff

NBOH Historical Performance

($M)

FYE 2011

FYE 2014

CAGR

Loans

$217

$403

23%

Deposits

$341

$418

7%

ROAA

0.66%

1.16%

-

ROAE

6.39%

11.92%

-

Net Income

$2.6

$5.9

31%

Favorable Financial Metrics

14

(1)

Tangible book value per share earnback period defined as number of years for pro forma tangible book value per share to exceed projected standalone tangible book value per share (“crossover”)

Farmers expects the transaction to be accretive to

2016 earnings per share by over 20% assuming

fully phased in cost savings

Estimated internal rate of return  in  excess of 20%

Manageable level of tangible book value dilution

earned back in approximately 4 years using the

“crossover”

method of calculation

1

Estimated tangible common equity/tangible assets of

approximately 9% at close

NBOH shareholders will own approximately 28% of

the combined company enabling both sets of

shareholders to benefit from the synergies of the

merger

Merger Status

•

Definitive

agreement

–

January

27,

2015

•

S-4

–

filed

March

17,

2015

–

pending

SEC

review

•

Shareholder materials to be distributed

•

Special

meeting

–

T.B.D.

(mid-late

June

2015)

•

We need your support!

Carl D. Culp

Executive Vice President

Chief Financial Officer

Financial Overview

Strong capital position

–

10.2% tangible common equity ratio

Experienced senior management team

–

276 years of combined experience

–

113 with Farmers

Assets

$1.14 billion

Total loans

$663.9 million

Total deposits

$915.7 million

•

Stable net interest margin

–

Low cost core deposit funding

•

Strong record of profitability

–

128 consecutive quarters of profitability

–

Average ROAA and ROAE from 2009 through 2014 of 0.79% and 8.18%,

respectively

o

ROAA impacted by investment into new markets and services such as

private client services

•

Continue to invest in operations to support ongoing growth, yet

maintain a strong balance sheet

18

Historical Operating Results

3.53

3.56

3.54

3.58

3.63

2

2.5

3

3.5

4

2013 fq4

2014 fq1

2014 fq2

2014 fq3

2014 fq4

Farmers National Banc Corp.

19

% Increase

2014

2013

(Decrease)

Net income per share

$0.48

$0.41

17.07%

Noninterest income

$15,303

$13,914

9.98%

Noninterest expense

$38,162

$39,057

(2.29%)

Efficiency ratio

70.24%

74.82%

(6.12%)

Total loans

$663,852

$630,684

5.26%

Nonperforming assets to total assets

0.76%

0.81%

(6.17%)

Continued Strong Results –

2014 Overview

Total Return Performance

Farmers National Banc Corp.

NASDAQ Composite

NASDAQ Bank

SNL Microcap Bank Index

50

75

100

125

150

175

200

225

250

12/31/09

12/31/10

12/31/11

12/31/12

12/31/13

12/31/14

Odd Lot

Announced odd lot buyback program on July 29, 2014

Goal of the program to reduce servicing and

administrative costs associated with shareholders who

own 99 or fewer shares

155 shareholders elected to participate in the program for

a total of 6,568 shares purchased

–

Reducing the number of shareholders who own 99 or fewer

shares 10.59%

Repurchase Program

•

Farmers repurchased 365,800 shares of its common stock

at an average price of $7.74 for a total purchase of $2.8

million

•

Combination of the odd lot buyback and repurchase

programs reduced Farmers total common shares

outstanding 2% from December 31, 2013

•

Farmers remains committed to returning capital to

shareholders

–

Over the past three years Farmers has repurchased $4.5 million

of its common stock and distributed $7.8 million in dividends to

shareholders

23

Farmers –

2014 Business Highlights

Record year for wealth management

Leveraging technology

–

Virtual bank

–

Enhanced online and mobile banking

Branch and LPO expansion

24

The Health of Our Wealth

•

Wealth Management creates fee-based income

–

Fee income 2009: 14.5% of total gross income

o

Noninterest income excluding security gains

–

Fee

income

2014:

28.8%

of

total

gross

income

o

Noninterest income excluding security gains

–

Revenues increased to over $1 million in 2014 and have achieved a 25%

annual growth rate over the last seven years

–

Assets under management at December 31, 2014 were up 10% at $256

million and have increased at a 26% annual growth rate over the last seven

years

•

Farmers National Investments

–

Achieved

record

total

assets

exceeding

$1.1

billion

in

2014

year

end

–

Total revenue increased 9% during 2014

–

The Charitable Foundation Division distributed nearly $7 million

to area non-profit organizations

•

Farmers Trust Company

Virtual Bank

25

Mobile Banking

26

Fairlawn

Loan production office

Opened December 15, 2014

Staffing to include

–

Two mortgage officers

–

Two commercial bankers

–

Private Client Services relationship manager

–

Financial advisor

Alliance Branch

Opening June, 2015

Alliance Branch

Questions and Answers