On January 28, 2019, the Board of Directors of Park National Corporation considered changes in the executive leadership of Park intended to be made in the second quarter of 2019. The Park Board proposes to take action at the meeting of the Park Board to be held on April 22, 2019, immediately following the 2019 Annual Meeting of Shareholders, to implement changes to Park’s executive officers. At the April 2019 Park Board Meeting, the Park Board intends to: increase the number of directors of Park from 13 to 14, with the additional director to serve in the class of directors whose terms will expire in 2020; elect Matthew R. Miller, to fill the vacancy in the Park Board, and in the class of directors whose terms will expire in 2020, created by such increase, with such election to be effective as of May 1, 2019; and elect Mr. M.R. Miller as President of Park, with such election to also be effective as of May 1, 2019. In addition, the Board of Directors of The Park National Bank, Park’s national bank subsidiary, intends to elect Mr. M.R. Miller as President of PNB as well as a director of PNB at the meeting of the PNB Board to be held on April 22, 2019, with such elections to also be effective as of May 1, 2019. Mr. M.R. Miller, has served as Executive Vice President of each of Park and PNB since April 2017. Prior thereto, Mr. M.R. Miller served as Chief Accounting Officer and principal accounting officer of Park and Chief Accounting Officer of PNB from December 2012 to March 2017; as a Vice President of PNB from April 2009 to March 2017; and as Vice President of Accounting of PNB from April 2009 to December 2012. At the April 2019 Park Board Meeting, the Park Board intends to elect David L. Trautman as Chairman of the Board of Park, effective as of May 1, 2019. In addition, the PNB Board intends to elect Mr. Trautman as Chairman of the Board of PNB at the PNB Board April 2019 Meeting. Mr. Trautman would continue to serve as Chief Executive Officer and a director of each of Park and PNB. Mr. Trautman, has served as Chief Executive Officer of each of Park and PNB since January 2014 and as President of each of Park and PNB since January 2005. Mr. Trautman also served as Secretary of Park from July 2002 to December 2013. Prior to his current positions, Mr. Trautman served in executive positions with PNB and the First-Knox National Bank Division of PNB for over ten years. Mr. Trautman does not have any family relationship with any member of the Park Board or any of Park’s executive officers. As a result of the actions intended to be taken by the Park Board and the PNB Board at their respective meetings in April 2019, C. Daniel DeLawder would cease to serve as Chairman of the Board of each of Park and PNB, effective May 1, 2019. Mr. DeLawder would continue to serve as a director of each of Park and PNB and as Chairman of the Executive Committee of each of the Park Board and the PNB Board. Mr. DeLawder would also continue employment with PNB in a reduced capacity.