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Oak Park River Forest Bankshares, Inc. Board of Directors

Unanimously Recommends Rejecting Unsolicited Tender Offer
October 17, 2016 (Oak Park, Illinois) The Board of Directors of Oak Park River Forest Bankshares,
Inc., the parent Company of Community Bank of Oak Park River Forest, voted unanimously to
recommend to stockholders to reject an unsolicited tender offer from First American Bank Corporation
After a careful and diligent review of the offer, the Board sent a letter to all stockholders advising
them of its recommendation. The letter to stockholders from Board Chairman Martin Noll and President
and CEO Walter Healy included the following reasons to reject FABCs unsolicited offer:

The offer grossly undervalues the Company. FABCs offer of $134.32, which is subject to
certain downward adjustments, substantially understates the Companys current fair market value,
does not include a control premium that would normally be paid for acquisition of control of a
company, and is not in the best interests of the stockholders.
The offer is extremely opportunistic and is not representative of the Companys fair market
value. FABC offered less than half of its current offer nearly two years ago and has established a
history of seeking to acquire the Company for a below-market price.
The offer includes misleading or inaccurate statements. FABC misleadingly compares the
value of its proposed purchase price to acquire control of the Company to a valuation for a
minority interest in the Company. FABC uses this misleading comparison in an attempt to
suggest FABCs price represents a significant premium over the Companys current value.
FABCs offer also misleads stockholders regarding the issuing of stock options and offering of
common stock. FABC implies the Board and management team have engaged in self-dealing at
the expense of stockholders. These assertions are patently false and are meant to try to discredit
the Board. The granting of stock options is a standard practice at many community banks and are
an important way to attract, retain and motivate high-quality employees. FABC also fails to note
the Company has sought and received stockholder approval for each stock option plan.
FABCs ability to obtain regulatory approvals is highly uncertain. FABC said it does not
intend to conduct a normal due diligence review, an unusual departure from standard practice.
Bank regulatory agencies typically expect an acquirer to perform a due diligence review.
The offers closing conditions make consummation of the offer highly conditional. The offer
includes numerous other conditions to FABCs obligation to consummate the offer, and FABC
reserves significant discretion in determining whether such conditions have been satisfied. These
conditions create significant uncertainty as to whether the offer will be completed.
The Companys strategic plan is more properly suited to create and foster increased
stockholder value. The Company has a strong strategic business plan that has generated
increased profitability in 2015 and the first nine months of 2016. By contrast, FABC provides
almost no detail in its offer materials regarding its proposed plan to manage Community Bank in
the event it was able to acquire the Company.

The Boards letter to stockholders also provided background on the relationship between the
Company and FABC and the context in which FABC made its offer.

Oak Park River Forest Bankshares, Inc. Board of Directors

Unanimously Recommends Rejecting Unsolicited Tender Offer
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From the Companys founding in 1996 until 2011, FABC or its affiliates provided data
processing services to Community Bank of Oak Park River Forest, the Companys wholly owned
subsidiary. Community Bank paid $5.5 million during that time for those services. Community Bank
terminated its data processing relationship with FABC in 2011 for an alternative company that offered
products and services better suited for its needs at a more competitive price. Immediately after
Community Bank terminated FABCs data processing relationship, FABC began to demand the Company
repurchase its shares. In addition, beginning with the Companys 2012 Annual Meeting of Stockholders
and continuing at each meeting thereafter, FABC has voted against every Director candidate nominated
by the Board, and it has voted against every other proposal made by management at such stockholders
Based on FABCs actions and its numerous requests for the Companys books and records after
Community Bank terminated the data processing agreement, it is clear FABC has been seeking to achieve
one of two goals either acquire the Company at an artificially low price or, in the event it is unable to
acquire the Company at such a price, force the Company to repurchase its minority interest in the
Company at a premium.
FABCs actions have not been based on what is in the best interests of the Companys
stockholders or other constituencies, such as the Banks employees, and the customers and communities
served by the Bank.
We believe that the offer is not in the best interests of the Companys stockholders and the
Company as a whole, said Healy. In an effort to distract Company stockholders from the grossly
undervalued and highly opportunistic nature of its offer, FABC has resorted to misleading and inaccurate
statements and personal attacks that are meant to impugn the reputation of the Companys Board and
management team.
The Board of Directors and management team remain focused on the execution of the
Companys business strategies to deliver value to the Companys stockholders, and we will not allow the
tactics employed by FABC and its advisors to deter the Company from achieving our objectives, said
As a result, the Company unanimously recommends that the stockholders reject the offer and
not tender their shares to FABC.