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Section 1: S-4 (FORM S-4)

tv501245-s4 - none - 33.9798204s
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As filed with the Securities and Exchange Commission on August 20, 2018
Registration No. 333-        ​
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter)
OHIO
6022
34-1405357
(State or other jurisdiction
of incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
201 South Fourth Street
Martins Ferry, Ohio 43935
(740) 633-0445
(Address, including ZIP Code, and telephone number, including area code, of registrant’s principal executive offices)
Scott A. Everson
President and Chief Executive Officer
United Bancorp, Inc.
201 South Fourth Street
Martins Ferry, Ohio 43935
(740) 633-0445
(Address, including ZIP Code, and telephone number, including area code, of agent for service)
Copies to:
David J. Mack, Esq.
Shumaker, Loop & Kendrick, LLP
1000 Jackson Street
Toledo, Ohio 43604
(419) 321-1396
William V. Busick
President
Powhatan Point Community Bancshares, Inc.
345 Highway 7 North
Powhatan Point, Ohio 43942
(740) 795-5303
Christian Gonzalez, Esq.
Dinsmore & Shohl LLP
191 West Nationwide Blvd
Suite 300
Columbus, OH 43215
(614) 628-6921
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement has become effective and all other conditions to the consummation of the transactions have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Amount to be
registered(1)
Proposed
maximum offering
price per unit
Proposed
maximum aggregate
offering price(2)
Amount of
registration fee
Common shares, no par value per share
366,625 shares
N/A $ 3,071,920 $ 383.00
(1)
Based upon the maximum number of shares of common stock that the Registrant may be required to issue in the transaction, calculated as the product of (i) 52,955 (the aggregate number of shares of Powhatan Point common stock that may be outstanding when the transaction is consummated) and (ii) an exchange ratio of 6.9233 shares of the Registrant’s common stock for each share of Powhatan Point common stock.
(2)
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933 and computed pursuant to Rule 457(f)(2) thereunder on the basis of the book value of Powhatan Point’s common stock to be exchanged in the transaction, computed, in accordance with Rule 457(f), as the product of  (i) $96.76 on June 30, 2018 (the book value of Powhatan Point’s common stock as of the latest practicable date prior to filing this registration statement) and (ii) 52,955, (the aggregate number of shares of Powhatan Point common stock that may be outstanding when the transaction is consummated), less $2,052,006, (the amount of cash estimated to be paid by the Registrant to shareholders of Powhatan Point).
The Registrant hereby amends this Registration Statement on such date(s) as may be necessary to delay its effective date until the Registrant files a further amendment specifically stating that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes effective on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act of 1933, may determine.

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Information contained in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to the shares of United Bancorp, Inc. common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be issued prior to the time the registration statement becomes effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
DATED AUGUST 20, 2018, SUBJECT TO COMPLETION
UNITED BANCORP, INC.
PROSPECTUS
POWHATAN POINT COMMUNITY
BANCSHARES, INC.
PROXY STATEMENT
For the issuance of up to 366,625 shares of United Bancorp, Inc. common stock
For the special meeting of shareholders to be held on            , 2018 at   :     .m. local time
On June 14, 2018, United Bancorp, Inc. (“United Bancorp”) and Powhatan Point Community Bancshares, Inc. (“Powhatan Point”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) that provides for the merger of Powhatan Point with and into United Bancorp (the “merger”). Consummation of the merger is subject to certain conditions, including, but not limited to, obtaining the requisite vote of the Powhatan Point’s shareholders and the approval of the merger by various regulatory agencies. Powhatan Point is sending you this document to ask you to vote on the adoption of the Merger Agreement. This proxy statement/prospectus, dated            , 2018, and the form of proxy are first being mailed to Powhatan Point shareholders on or about            , 2018.
Subject to certain potential adjustments discussed more thoroughly herein, if the merger is completed, each share of Powhatan Point common stock issued and outstanding immediately prior to the effective time of the merger, except for shares owned by dissenting shareholders, will be converted into the right to receive (without interest) 6.9233 shares of the common stock of United Bancorp and $38.75 in cash. United Bancorp will not issue fractional shares to Powhatan Point shareholders. Instead, Powhatan Point common shareholders will receive for each fractional share an amount in cash (rounded to the nearest cent) determined by multiplying the fraction of a share of United Bancorp common stock the Powhatan Point shareholder would otherwise have been entitled to receive by $13.06. In addition, the Merger Agreement provides for certain potential negative adjustment to the amount of aggregate cash consideration payable to Powhatan Point shareholders in connection with factors relating to: (i) the amount of Powhatan Point’s fees and other expenses related to the merger; (ii) the amount of certain compensation expense accruals required to account for the payment of executive bonuses prior to the merger’s closing and as otherwise needed to correct prior accounting inaccuracies; and (iii) the amount of Powhatan Point’s total shareholders’ equity as of the close of business on the merger closing date. See “The Merger — Terms of the Merger” beginning on page 34 and “The Merger — Conversion of Shares; Exchange of Certificates” beginning on page 37 for more information.
We cannot complete the merger unless the holders of at least 35,304 shares of Powhatan Point common stock, which is two-thirds of the issued and outstanding shares of Powhatan Point common stock on the record date,            , 2018, adopt and approve the Merger Agreement. The Powhatan Point board of directors has scheduled a special meeting for Powhatan Point shareholders to vote on the Merger Agreement and the transactions contemplated thereby, including the merger. At the special meeting, Powhatan Point shareholders will also be asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the Merger Agreement. Whether or not you plan to attend Powhatan Point’s special meeting, please take the time to vote by completing and returning the enclosed proxy card. The special meeting of Powhatan Point shareholders will be held on            , 2018 at   :00   .m. local time at Masonic Hall, 153 Main Street, Powhatan Point, Ohio 43942.
Shares of United Bancorp common stock are listed on The NASDAQ Capital Market under the symbol “UBCP.” On June 13, 2018, the trading day immediately preceding the public announcement of the merger, and            , 2018, the last practicable trading date before we printed this proxy statement/prospectus, the closing prices for United Bancorp common stock were $13.05 and $     per share, respectively.
This document, including the material incorporated by reference into this document, contains important information about Powhatan Point, United Bancorp, the merger and the conditions that must be satisfied before the merger can occur. We urge you to review this entire document, including the section titled “Risk Factors” beginning on page 11, carefully. You may also obtain information about United Bancorp and Powhatan Point from documents that each has filed with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The securities we are offering through this document are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency.

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WHERE YOU CAN FIND MORE INFORMATION
United Bancorp files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. These filings are available to the public over the Internet at the Securities and Exchange Commission’s website at www.sec.gov. You may also read and copy any document United Bancorp files with the Securities and Exchange Commission at its Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of these documents can also be obtained at prescribed rates by writing to the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or by calling 1-800-SEC-0330 for additional information on the operation of the public reference facilities. In addition, United Bancorp’s reports can also be found on United Bancorp’s website at www.unitedbancorp.com. By making this reference to United Bancorp’s website, United Bancorp does not intend to incorporate into this report any information contained on that website, and it should not be considered as part of this document.
United Bancorp has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 under the Securities Act for the shares of United Bancorp common stock to be issued in the merger. This proxy statement/prospectus is a part of the Registration Statement on Form S-4. The rules and regulations of the Securities and Exchange Commission permit us to omit from this document information, exhibits and undertakings that are contained in the Registration Statement on Form S-4.
These documents are available without charge to you upon written or oral request to United Bancorp’s principal executive office, as applicable. The address and telephone number of each principal executive office is listed below:
United Bancorp, Inc.
201 South Fourth Street
Martins Ferry, Ohio 43935
Attention: Scott A. Everson
(740) 633-0445
Powhatan Point Community Bancshares, Inc.
345 Highway 7 North
Powhatan Point, Ohio 43942
Attention: William V. Busick
(740) 795-5303
Requests for these documents must be received no later than            , 2018, which is five business days prior to the date of the Powhatan Point special meeting. You may also obtain copies of the documents from the Securities and Exchange Commission through its website at www.sec.gov.
You should rely only on the information contained in this proxy statement/prospectus. Neither United Bancorp nor Powhatan Point has authorized anyone to give any information or make any representation about the merger or its companies that is different from, or in addition to, that contained in this document. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you.
Following the merger, United Bancorp will continue to be regulated by the information, reporting and proxy statement requirements of the Securities Exchange Act of 1934, as amended.

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POWHATAN POINT COMMUNITY BANCSHARES, INC.
345 Highway 7 North
Powhatan Point, Ohio 43942
(740) 795-5303
Notice of Special Meeting of Shareholders
           , 2018
To Our Shareholders:
Notice is hereby given that a special meeting of shareholders of Powhatan Point Community Bancshares, Inc., an Ohio corporation (“Powhatan Point”), will be held at Masonic Hall, 153 Main Street, Powhatan Point, Ohio 43942 on            , 2018 at   :     .m. local time for the purpose of considering and voting upon the following matters:
1.
a proposal to adopt and approve the Agreement and Plan of Merger, dated as of June 14, 2018 (the “Merger Agreement”), by and between United Bancorp, Inc. (“United Bancorp”) and Powhatan Point; and
2.
a proposal to approve the adjournment of the special meeting, if necessary, to allow for additional solicitation of shareholder votes to obtain the required vote to approve the Merger Agreement.
3.
any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The board of directors of Powhatan Point is unaware of any other business to be transacted at the special meeting.
The Powhatan Point board of directors has established            , 2018, as the record date for the special meeting. Only record holders of shares of Powhatan Point common stock as of the close of business on that date will be entitled to receive notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. The affirmative vote of the holders of at least two-thirds of Powhatan Point common stock outstanding and entitled to vote at the special meeting is required to adopt and approve the Merger Agreement.
Your attention is directed to the proxy statement/prospectus accompanying this Notice for a more complete description of the matters to be acted upon at the meeting. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. A proxy card is also enclosed for the special meeting.
Your vote is very important, regardless of the number of shares of Powhatan Point common stock you own. Whether or not you expect to attend the special meeting, please vote your shares to assure the presence of a quorum by signing, dating and returning the enclosed proxy card promptly. A postage-paid envelope has been enclosed for your convenience. You may revoke your proxy at any time prior to the proxy being voted at the special meeting by delivering a signed revocation to Powhatan Point at any time prior to the special meeting, by submitting a later-dated proxy card, or by attending the special meeting and either giving notice of revocation in person or voting by ballot at the special meeting.
The Powhatan Point board of directors recommends that you vote (1) FOR the approval of the Merger Agreement and (2) FOR the adjournment of the Special Meeting, if necessary, to solicit additional proxies.
By Order of the Board of Directors
William V. Busick
President
Powhatan Point Community Bancshares, Inc.
Powhatan Point, Ohio
           , 2018

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QUESTIONS AND ANSWERS
The following questions and answers summary highlights certain questions that you may have about the merger and the Powhatan Point special meeting and provides brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus, including all financial statements and annexes, because the information in this section does not provide all the information that may be important to you with respect to the merger and the matters to be voted upon at the Powhatan Point special meeting.
Q:
What is the merger?
A:
Powhatan Point and United Bancorp have entered into an Agreement and Plan of Merger, dated as of June 14, 2018, as such agreement may be amended from time to time (the “Merger Agreement”). Under the Merger Agreement, Powhatan Point will merge with and into United Bancorp, with United Bancorp continuing as the surviving company (the “merger”). Immediately following completion of the merger, Powhatan Point’s wholly owned subsidiary, The First National Bank of Powhatan Point (“First National”) will merge with and into Unified Bank (“Unified Bank”), a wholly owned subsidiary of United Bancorp, with Unified Bank continuing as the surviving bank (the “bank merger”). A copy of the Merger Agreement is attached to this document as Annex A.
The merger cannot be completed unless, among other conditions, including regulatory approval, the Powhatan Point shareholders approve the proposal to adopt the Merger Agreement.
Q:
Why am I receiving this document?
A:
Powhatan Point is sending this document to its shareholders to help them decide how to vote their shares of Powhatan Point common stock with respect to the merger and other related proposals to be considered at the special meeting. To vote upon adoption of the Merger Agreement and other related proposals, Powhatan Point has called a special meeting of its shareholders. Information about the special meeting, the merger and the other business to be considered by shareholders at the special meeting is contained in this document.
This document is both a proxy statement of Powhatan Point and a prospectus of United Bancorp. The Powhatan Point board of directors is using this document as a proxy statement to solicit proxies from its shareholders with respect to the special meeting. This document is also being used by United Bancorp as a prospectus to offer, in connection with the merger, shares of its common stock in partial exchange for outstanding shares of Powhatan Point common stock.
In order to complete the merger, shareholders of Powhatan Point must vote to adopt and approve the Merger Agreement (which sets forth the terms of the merger). The enclosed proxy card and voting materials allow you to vote your shares without actually attending the special meeting.
Q:
What will Powhatan Point shareholders receive in the merger?
A:
Subject to certain potential adjustments discussed more thoroughly herein, if the merger is completed, each share of Powhatan Point common stock issued and outstanding immediately prior to the effective time of the merger, except for shares owned by dissenting shareholders, will be converted into the right to receive (without interest) 6.9233 shares of the common stock of United Bancorp and $38.75 in cash.
However, the Merger Agreement provides for certain potential negative adjustment to the amount of aggregate cash consideration payable to Powhatan Point shareholders in connection with factors relating to: (i) the amount of Powhatan Point’s fees and other expenses related to the merger; (ii) the amount of certain compensation expense accruals required to account for the payment of executive bonuses prior to the merger’s closing and as otherwise needed to correct prior accounting inaccuracies; and (iii) the amount of Powhatan Point’s total shareholders’ equity as of the close of business on the merger closing date. See “The Merger — Terms of the Merger” beginning on page 34.
Q:
Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?
A:
Yes. In all likelihood, the value of the merger consideration received by Powhatan Point shareholders will fluctuate between the date of this proxy statement/prospectus and the completion of the merger
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based upon the market value of United Bancorp common stock. Any fluctuation in the market price of United Bancorp common stock after the date of this proxy statement/prospectus will change the value of the United Bancorp common stock that Powhatan Point shareholders will receive and the total value of the consideration received in the merger. On June 13, 2018, which was the last business day on which shares of United Bancorp common stock traded preceding the public announcement of the proposed merger, the closing price of United Bancorp common stock was $13.05 which, after giving effect to the 6.9233 exchange ratio, has an implied value of approximately $129.10 per share. As of           , 2018, the most reasonably practicable date before the mailing of this proxy statement/​prospectus, the closing price of United Bancorp common stock was $    , which, after giving effect to the 6.9233 exchange ratio, has an implied value of approximately $    . The market price of United Bancorp common stock will likely fluctuate before the merger is completed. We urge you to obtain current market quotations for United Bancorp common stock, which can be found online at www.Nasdaq.com, among other places.
Q:
How will I receive United Bancorp common stock and cash for my Powhatan Point common stock?
A:
Each Powhatan Point shareholder of record will receive transmittal materials from Unified Bank in its capacity as the exchange agent shortly after the merger becomes effective. You should complete the transmittal materials and return them to the exchange agent, along with your Powhatan Point stock certificate(s), according to the instructions included with the transmittal materials. Transmittal materials and instructions will be mailed under separate cover within five business days after the effective time of the merger.
If you own shares of Powhatan Point common stock in “street name” through a bank, broker or other nominee, you should coordinate with the bank, broker or other nominee holding your shares on the exchange of your Powhatan Point common stock for the merger consideration.
Q:
How will the merger affect holders of options to purchase Powhatan Point common stock?
A:
Powhatan Point currently has no options issued with respect to Powhatan Point common stock.
Q:
What are the material U.S. federal income tax consequences of the merger to Powhatan Point shareholders?
A:
The obligation of Powhatan Point and United Bancorp to complete the merger is conditioned upon the receipt of a legal opinion from Shumaker, Loop & Kendrick, LLP (“Shumaker”), legal counsel to United Bancorp, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
Provided that the merger qualifies as a “reorganization” for United States federal income tax purposes, the specific tax consequences of the merger to a Powhatan Point shareholder depend upon the form of consideration such Powhatan Point shareholder being received in the merger. A Powhatan Point shareholder should not recognize a gain or loss with respect to United Bancorp common stock received in exchange for Powhatan Point shares except with respect to cash received in lieu of a fractional United Bancorp share. A Powhatan Point shareholder who exchanges their common stock for a combination of United Bancorp common stock and cash may recognize a gain, but not any loss, on the exchange. A Powhatan Point shareholder who exchanges their common stock solely for cash, such as a shareholder exercising dissenters’ rights of appraisal under Section 1701.85 of the Ohio General Corporation Law (“OGCL”), should recognize a gain or loss on the exchange.
For a more detailed discussion of the material U.S. federal income tax consequences of the transaction, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 67.
The tax consequences of the merger to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.
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Q:
When will the merger be completed?
A:
Powhatan Point and United Bancorp are working to complete the merger as soon as practicable. If the shareholders of Powhatan Point adopt the Merger Agreement, the parties currently expect that the merger will be completed in the fourth quarter of 2018. Neither Powhatan Point nor United Bancorp can predict, however, the actual date on which the merger will be completed (or whether it will be completed) because it is subject to factors beyond each company’s control, including whether or when the required regulatory approvals will be received. Such factors have been described more thoroughly in “The Merger Agreement — Conditions to the Merger” beginning on page 63.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, Powhatan Point shareholders will not receive any consideration for their shares of Powhatan Point common stock in connection with the merger. Instead, Powhatan Point will remain an independent company. In addition, if the Merger Agreement is terminated in certain circumstances, Powhatan Point may be required to pay a termination fee. See “The Merger Agreement — Termination Fee” for a complete discussion of the circumstances under which a termination fee will be required to be paid.
Q:
What are Powhatan Point shareholders being asking to vote on at the special meeting?
A:
Powhatan Point is soliciting proxies from its shareholders with respect to the following proposals:

A proposal to adopt and approve the Merger Agreement, a copy of which is attached to this document as Annex A (the “merger proposal”); and

A proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal (the “Adjournment Proposal”).
Q:
When and where is the Powhatan Point special meeting?
A:
The special meeting will be held at Masonic Hall, 153 Main Street, Powhatan Point, Ohio 43942 on             2018, at   :    Eastern Time.
Q:
Who can vote at the Powhatan Point special meeting?
A:
Only holders of record of Powhatan Point common stock at the close of business on            , 2018, the record date for the Powhatan Point special meeting (the “record date”), will be entitled to vote.
Q:
What constitutes a quorum for the special meeting?
A:
Two-thirds of the issued and outstanding shares of Powhatan Point common stock represented in person or by proxy at the special meeting will constitute a quorum for the purpose of considering and acting upon each of the proposals. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.
Q:
What vote is required to approve each proposal at the special meeting?
A:
The merger proposal:

Standard:   Approval of the merger proposal requires the affirmative vote of the holders of at least two-thirds of the issued and outstanding shares of Powhatan Point common stock.

Effect of abstentions and broker non-votes:   If you fail to vote, mark “ABSTAIN” on your proxy card, or fail to instruct your bank or broker how to vote with respect to the merger proposal, it will have the same effect as voting “AGAINST” the merger proposal.
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The Adjournment Proposal:

Standard:   Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of votes cast at the special meeting.

Effect of abstentions and broker non-votes:   Abstentions and broker non-votes are not counted as votes cast and will not affect the outcome of this proposal.
Q:
Why is my vote important?
A:
If you do not vote, it will be more difficult for Powhatan Point to obtain the necessary quorum to hold its special meeting. In addition, failing to submit a proxy or vote in person, or failing to instruct your bank or broker how to vote will have the same effect as a vote “AGAINST” approval of the merger proposal.
Q:
What do I need to do now?
A:
After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares as soon as possible so that your shares will be represented at Powhatan Point’s special meeting. Please follow the instructions set forth on the proxy card included with this proxy statement/prospectus to vote your shares or, if your shares are held in the name of your broker, bank, or other nominee, please follow the instructions provided by such record holder to ensure that your shares are voted as desired. Your vote is very important. Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions to ensure that your common shares will be voted at the special meeting.
Q:
How do I vote?
A:
If you are a Powhatan Point shareholder as of            , 2018, the record date, you may submit your proxy before the Powhatan Point’s special meeting by completing, signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.
You may also cast your vote in person by attending the Powhatan Point special meeting. However, even if you currently plan to attend the special meeting, we recommend that you vote by proxy before the special meeting so that your vote will be counted if you later decide not to attend. However, if you attend the special meeting and vote your shares by ballot, your vote at the special meeting will revoke any vote you submitted previously by proxy.
If your shares are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from their broker, bank or other nominee.
Q:
Can I change my vote?
A:
Yes. If you are a holder of record of Powhatan Point common stock, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by (i) signing and returning a later dated proxy card, (ii) delivering a signed revocation to Powhatan Point at the below listed address at any time before the special meeting or (iii) attending the Powhatan Point special meeting and either giving notice of revocation in person or voting by ballot at the special meeting. Attendance at the special meeting by itself will not automatically revoke your proxy.
A signed revocation or later-dated proxy received by Powhatan Point after the vote will not affect the vote. If you wish to revoke your vote through a signed revocation, such notice must be sent so that notice is received before the vote is taken at the special meeting and should be addressed as follows:
Powhatan Point Community Bancshares, Inc.
Attention: Theresa Stillion, Corporate Secretary
345 Highway 7 North
Powhatan Point, Ohio 43942
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If you have instructed a broker or other nominee to vote your shares, you must follow directions received from your broker or other nominee in order to change those instructions.
Q:
If I do not favor the adoption and approval of the Merger Agreement, what are my rights?
A:
If you are a Powhatan Point shareholder as of the record date for the special meeting, and you do not vote your shares in favor of the merger proposal and you do not return an unmarked proxy card, you will have the right under Section 1701.85 of the OGCL to demand the fair cash value for your shares of Powhatan Point common stock. The right to make this demand is known as “dissenters’ rights.” To exercise your dissenters’ rights, you must deliver to Powhatan Point a written demand for payment of the fair cash value of your shares of common stock before the vote on the merger proposal is taken at the special meeting. The demand for payment must include your address, the number and class of Powhatan Point common shares owned by you, and the amount you claim to be the fair cash value of your shares of Powhatan Point common stock, and should be mailed to: Powhatan Point Community Bancshares, Inc., Attention: Theresa Stillion, Corporate Secretary, 345 Highway 7 North, Powhatan Point, Ohio 43942.
Powhatan Point shareholders who wish to exercise their dissenters’ rights must: (i) either vote against the merger proposal or not return the proxy card, and (ii) deliver written demand for payment prior to the shareholder vote at the Powhatan Point special meeting. For additional information regarding dissenters’ rights, see “Dissenters’ Rights” beginning on page 32 and the complete text of the applicable sections of the OGCL attached to this proxy statement/prospectus as Annex C.
Q:
Should the Powhatan Point shareholders send in their stock certificates now?
A:
No. Please do not send in your Powhatan Point stock certificates with your proxy card. The exchange agent will send you separate instructions for exchanging Powhatan Point stock certifications or shares in book entry form for merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page 37.
Q:
Whom should I contact if I have any questions about the proxy materials, voting, or the special meeting?
A:
If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact Powhatan Point at (740) 795-5303.
For driving directions to            , the location of the special meeting, please contact Powhatan Point at the above number, or write to us at 345 Highway 7 North, Powhatan Point, Ohio 43942.
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SUMMARY
This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. To fully understand the merger, you should read this entire document carefully and the other documents to which we refer.
The Parties (page 33)
United Bancorp, Inc.
201 South Fourth Street
Martins Ferry, Ohio 43935
(740) 633-0445
United Bancorp is a bank holding company that conducts business through its wholly owned subsidiary, Unified Bank. United Bancorp had assets of  $514.8 million and shareholders’ equity of $45.0 million at June 30, 2018.
Unified Bank is an Ohio chartered bank, operating 18 full-service branches and numerous ATM locations in southeast Ohio and a loan production office in Wheeling, West Virginia. Unified Bank’s traditional banking activities include originating and servicing residential, non-residential real estate, commercial, home improvement and home equity and consumer loans and providing a broad range of depository and brokerage services. Unified Bank is a nonmember of the Federal Reserve System, is insured by the Federal Deposit Insurance Corporation (“FDIC”) and is regulated by the Ohio Division of Financial Institutions (“ODFI”).
Powhatan Point Community Bancshares, Inc.
345 Highway 7 North
Powhatan Point, Ohio 43942
(740) 795-5303
Powhatan Point is a bank holding company that conducts business through its wholly owned subsidiary, The First National Bank of Powhatan Point. At June 30, 2018, Powhatan Point had assets of $62.8 million and shareholders’ equity of  $5.1 million.
The principal business of Powhatan Point is to operate First National, which is its principal asset. First National functions as an independent community, nationally chartered bank. First National provides customary retail and commercial banking services to its customers, including acceptance of deposits for demand, savings and time accounts, individual retirement accounts and servicing of such accounts; commercial, consumer and real estate lending, including installment loans, and safe deposit and night depository facilities. First National is a member of the Federal Reserve System, is insured by the FDIC and is regulated by the Office of the Comptroller of the Currency. First National grants residential, installment and commercial loans to customers located primarily in Belmont County, Ohio and the surrounding area.
The Merger (page 34)
The Merger Agreement provides for the merger of Powhatan Point into United Bancorp and the subsequent merger of First National into Unified Bank. The mergers cannot be completed unless at least 35,304 shares of Powhatan Point common stock, which is two-thirds of the issued and outstanding Powhatan Point common stock on            , 2018, adopt and approve the merger. The Merger Agreement is attached to this document as Annex A and is incorporated in this proxy statement/prospectus by reference. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the merger.
What You Will Receive in the Merger (page 55)
Subject to certain potential adjustments discussed more thoroughly herein, if the merger is completed, each share of Powhatan Point common stock issued and outstanding immediately prior to the effective time of the merger, except for shares owned by dissenting shareholders, will be converted into the right to receive (without interest) 6.9233 shares of the common stock of United Bancorp and $38.75 in cash. However, the
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Merger Agreement provides for certain potential negative adjustment to the amount of aggregate cash consideration payable to Powhatan Point shareholders in connection with factors relating to: (i) the amount of Powhatan Point’s fees and other expenses related to the merger; (ii) the amount of certain compensation expense accruals required to account for the payment of executive bonuses prior to the merger’s closing and as otherwise needed to correct prior accounting inaccuracies; and (iii) the amount of Powhatan Point’s total shareholders’ equity as of the close of business on the merger closing date.
The implied value of the merger consideration comprised of United Bancorp common stock that you will receive for each share of Powhatan Point common stock will depend on the price per share of United Bancorp common stock at the time you receive the shares of United Bancorp common stock. Therefore, the implied value of United Bancorp common stock received as merger consideration may be different than its estimated value based on the current price of United Bancorp common stock or the price of United Bancorp common stock at the time of the Powhatan Point special meeting. Based on the closing price of United Bancorp common stock on the NASDAQ on June 13, 2018, the last trading day before the announcement of the merger, of  $13.05, a share of Powhatan Point common stock entitled to receive 6.9233 shares of United Bancorp common stock would receive stock consideration valued at approximately $90.35. Based on the closing price of United Bancorp common stock on the NASDAQ on            , 2018, the latest practicable date before the printing of this document, a share of Powhatan Point entitled to 6.9233 shares of United Bancorp common stock would receive stock consideration valued at approximately $    .
Special Meeting of Powhatan Point Shareholders (page 28)
The Powhatan Point special meeting of shareholders will take place at Masonic Hall, 153 Main Street, Powhatan Point, Ohio 43942 on            , 2018 at   :00  .m. If you owned shares of Powhatan Point common stock on            , 2018, you are entitled to vote at the special meeting. The holders of at least 35,304 shares of Powhatan Point common stock, which is two-thirds of the issued and outstanding Powhatan Point common stock as of the record date, must vote to adopt and approve the Merger Agreement.
As of the record date, directors and executive officers of Powhatan Point and their affiliates collectively owned approximately     % of the outstanding Powhatan Point common stock. All of the directors of Powhatan Point entered into voting agreements with United Bancorp pursuant to which they agreed to vote all of their shares of Powhatan Point common stock in favor of the approval of the Merger Agreement.
Powhatan Point’s Reasons for the Merger; Board Recommendation (page 40)
The Powhatan Point board of directors believes that the terms of the Merger Agreement are fair and in the best interests of Powhatan Point and its shareholders. In reaching this decision, the board of directors considered several factors which are described in the section captioned “The Merger — Powhatan Point’s Reasons for the Merger; Board Recommendation” beginning on page 40 of this proxy statement/prospectus, as well as the opinion of its financial advisor. The Powhatan Point board unanimously recommends that you vote FOR the approval of the Merger Agreement and FOR the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.
Opinion of Powhatan Point’s Financial Advisor (page 43)
In deciding to adopt and approve the merger, the Powhatan Point board of directors considered the opinion of its financial advisor, CAMELS Consulting Group LLC (“CAMELS”), dated June 14, 2018, to the effect that, as of the date of the opinion, the merger consideration was fair, from a financial point of view, to the holders of Powhatan Point common stock. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by CAMELS in preparing the opinion, is attached as Annex B to this document. Powhatan Point’s shareholders are encouraged to read the opinion carefully and in its entirety. The opinion was for the information of, and was directed to, the Powhatan Point board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Powhatan Point to engage in the merger or enter into the merger agreement or
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constitute a recommendation to the Powhatan Point board in connection with the merger, and it does not constitute a recommendation to any holder of Powhatan Point common stock as to how to vote in connection with the merger or any other matter (including, with respect to holders of Powhatan Point common stock, what election any such shareholder should make with respect to the cash consideration, the stock consideration or any combination thereof).
How to Cast Your Vote (page 29)
It is very important that you cast your vote as soon as possible so that your shares of Powhatan Point common stock may be represented at the Powhatan Point special meeting. To vote your shares, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. If you properly sign and return a proxy card but do not include instructions on how to vote your shares, they will be voted FOR the merger proposal and FOR the Adjournment Proposal.
If your shares are held by your broker or other nominee in street name, your broker does not have authority to vote your shares unless you provide your broker instructions on how you want to vote. Your broker should send you a form to give instructions on voting or you may request such a form from your broker.
If you do not provide your broker with voting instructions, your shares will not be voted at the special meeting. Failure to vote Powhatan Point shares will have the same effect as voting against the merger proposal and will have no effect on the Adjournment Proposal.
Dissenters’ Rights (page 32)
If the Merger Agreement is approved by Powhatan Point shareholders, those shareholders who do not vote in favor of the merger proposal and who properly demand payment of fair cash value of their shares are entitled to certain dissenters’ rights pursuant to Sections 1701.84(A) and 1701.85 of the Ohio General Corporation Law (“OGCL”). Section 1701.85 generally provides that Powhatan Point shareholders will not be entitled to such rights without strict compliance with the procedures set forth in Section 1701.85, and failure to take any one of the required steps may result in the termination or waiver of such rights.
Specifically, any holder of Powhatan Point common stock on            , 2018, the record date for the special meeting, whose shares are not voted in favor of the adoption of the merger proposal may be entitled to be paid the “fair cash value” of such shares of common stock after the effective time of the merger. To be entitled to such payment, a shareholder must deliver to Powhatan Point a written demand for payment of the fair cash value of the shares held by such shareholder before the vote on the merger proposal is taken, the shareholder must not vote in favor of the merger proposal, and the shareholder must otherwise comply with Section 1701.85 of the OGCL. A shareholder’s failure to vote against the merger proposal will not constitute a waiver of such shareholder’s dissenters’ rights, as long as such shareholder does not vote in favor of the merger proposal. Any written demand must specify the shareholder’s name and address, the number and class of shares held by him, her or it on the record date, and the amount claimed as the “fair cash value” of such shares of common stock.
See the text of Section 1701.85 of the OGCL attached as Annex C to this proxy statement/prospectus for specific information on the procedures to be followed in exercising dissenters’ rights. Powhatan Point shareholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of dissenters’ rights, due to the complexity of the appraisal process. For more information, see “Dissenters’ Rights.”
Regulatory Approvals Required for the Merger (page 52)
The merger must be approved by the Board of Governors of the Federal Reserve System (“Federal Reserve”), the ODFI and the FDIC. United Bancorp will file applications and notifications to obtain necessary regulatory approval from the Federal Reserve, the ODFI and the FDIC. Although United Bancorp is not aware of any reason why the Federal Reserve, the ODFI or the FDIC would not grant such approvals, United Bancorp and Powhatan Point cannot be certain when or if they will be obtained. For more information, see “The Merger — Regulatory Approvals Required for the Merger” beginning on page 52.
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Conditions to the Merger (page 63)
As more fully described in this proxy statement/prospectus and in the Merger Agreement, the completion of the merger depends on the adoption and approval of the Merger Agreement by Powhatan Point’s shareholders and receipt of the required regulatory approvals, in addition to satisfaction of, or where legally permissible, waiver of, other customary conditions. Although United Bancorp and Powhatan Point anticipate the closing of the merger will occur in the fourth quarter of 2018, neither United Bancorp nor Powhatan Point can be certain when, or if, the conditions to the merger will be satisfied or, where permissible, waived, or that the merger will be completed. See “The Merger Agreement — Conditions to Consummation of the Merger” beginning on page 63 of this proxy statement/prospectus.
Material U.S. Federal Income Tax Consequences of the Merger (page 67)
United Bancorp and Powhatan Point intend that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code, and it is a condition to the obligation of each of United Bancorp and Powhatan Point to complete the merger that it receives a legal opinion to that effect. If the merger is treated as a reorganization, for U.S. federal income tax purposes (i) no gain or loss will be recognized by United Bancorp or Powhatan Point as a result of the merger, (ii) Powhatan Point shareholders will recognize gain (but not loss) in an amount not to exceed any cash received in exchange for Powhatan Point common stock in the merger (other than any cash received in lieu of a fractional United Bancorp common share, as discussed below under the section entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger — Cash in Lieu of Fractional Shares” beginning on page 67) and (iii) Powhatan Point shareholders who exercise dissenters’ rights and receive solely cash in exchange for United Bancorp common stock in the merger will, generally, recognize gain or loss equal to the difference between the amount of cash received and their tax basis in their shares.
All Powhatan Point shareholders should read carefully the description under the section captioned “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 67 of this proxy statement/prospectus and should consult their own tax advisors concerning these matters.
All Powhatan Point shareholders should consult their tax advisors as to the specific tax consequences of the merger to them, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws.
Interests of Powhatan Point Directors and Executive Officers in the Merger (page 50)
Some of Powhatan Point directors and officers may have interests in the merger that are different from, or in addition to, the interests of Powhatan Point shareholders generally. These include:

Provisions in the Merger Agreement relating to the entry by officers of Powhatan Point into employment contracts for continued service with Unified Bank following the merger;

The payment to Powhatan Point officers of 2018 bonuses prior the closing of the merger, the amounts of which shall operate as a reduction to the cash compensation payable to Powhatan Point shareholders under the Merger Agreement;

The potential acceleration as a result of the merger of the vesting of death benefits payable to Powhatan Point officers under certain executive endorsement split dollar life insurance agreements;

The potential acceleration as a result of the merger of the vesting of retirement benefits payable to Powhatan Point officers under the First National Supplemental Income Defined Benefit Plan;

Provisions in the Merger Agreement relating to indemnification of directors and officers and insurance for directors and officers of Powhatan Point for events occurring before the merger; and

The appointment of one Powhatan Point director to the United Bancorp and Unified Bank boards of directors.
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The Powhatan Point board of directors was aware of these interests and took them into account in approving the merger. See “The Merger — Interests of Powhatan Point Directors and Executive Officers in the Merger” beginning on page 50 of this proxy statement/prospectus.
Certain Differences in Shareholder Rights (page 71)
When the merger is completed, Powhatan Point shareholders will receive United Bancorp common stock and, therefore, will become United Bancorp shareholders. As United Bancorp shareholders, your rights will be governed by United Bancorp’s articles of incorporation and code of regulations, as well as Ohio law. Notably, Powhatan Point shareholders will own approximately 6% of the combined company and as such will have decreased voting power. See “Comparison of Rights of United Bancorp Shareholders and Powhatan Point Shareholders” beginning on page 71 of this proxy statement/prospectus.
Termination and Amendment of the Merger Agreement (page 64)
United Bancorp and Powhatan Point may agree to terminate the Merger Agreement and abandon the merger at any time before the effective time of the merger:

by the mutual written consent of United Bancorp and Powhatan Point;

by either United Bancorp or Powhatan Point if the merger is not completed on or before March 15, 2019;

by either United Bancorp or Powhatan Point if any event occurs that would prevent the satisfaction of certain conditions described in the Merger Agreement; or

by United Bancorp if the Powhatan Point board of directors does not recommend a vote for the Merger Proposal.
Under certain circumstances, if Powhatan Point enters into or closes an acquisition proposal with a company other than United Bancorp within 6 months after the Merger Agreement is terminated, Powhatan Point must pay United Bancorp a termination fee of  $300,000.
We may amend the Merger Agreement in writing at any time before or after the Powhatan Point shareholders approve the Merger Agreement. If the Powhatan Point shareholders have already approved the Merger Agreement, however, we will not amend it without shareholder approval if any such amendment would require further approval under applicable law. In addition, the Merger Agreement provides for certain amendments related solely to a change to the method of effecting the merger, but only insofar as such amendments do not alter the amount or type of consideration being received by Powhatan Point shareholders or otherwise have an adverse effect on the Powhatan Point shareholders.
Comparative Stock Prices (page 27)
The following table sets forth the closing sales prices per share of United Bancorp and Powhatan Point common stock on June 13, 2018, the last full trading day prior to the announcement of the merger and on            , 2018, the last practicable trading day prior to printing this proxy statement/prospectus. The table also presents the equivalent price per share of Powhatan Point, giving effect to the merger as of such dates. See “Unaudited Comparative Per Share Data” on page 27 of this proxy statement/prospectus for more information.
United Bancorp
Powhatan Point
Powhatan Point equivalent
per share price
June 13, 2018
$ 13.05 $ 100.00 $ 129.10(1)
           , 2018
$      $      $     
(1)
Based on the unadjusted per share cash consideration of  $38.75 and using the June 13, 2018 closing price of United Bancorp common stock multiplied by the 6.9233 exchange ratio to calculate the per share value of the stock consideration, the implied aggregate per share value of the merger consideration was $129.10 on June 13, 2018.
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RISK FACTORS
In addition to general investment risks and the other information contained in this proxy statement/prospectus, including the matters addressed under the headings “Forward-Looking Statements” commencing on page 22, you should carefully consider the following risk factors in deciding how to vote on adoption and approval of the Merger Agreement.
Because the Market Price of United Bancorp Common Stock Will Fluctuate Before and After the Merger, Powhatan Point Shareholders Cannot Be Sure of the Implied Value of the stock portion of the Merger Consideration They Will Receive.
Pursuant to the terms of the Merger Agreement, in addition to a portion of merger consideration being paid to Powhatan Point shareholders in cash, each share of Powhatan Point common stock will be converted into merger consideration consisting of 6.9233 shares of United Bancorp common stock. On June 13, 2018, the day before the merger was announced, the closing price of a share of United Bancorp common stock was $13.05. On            , 2018, the most recent practicable date before the mailing of this proxy statement/prospectus, the closing price was $    . Based on these closing prices and the 6.9233 exchange ratio: (i) the implied value of the merger consideration consisting of United Bancorp common stock was $90.35 on June 13, 2018 and $     on            , 2018; and (ii) the implied value of the aggregate merger consideration was $129.10 on June 13, 2018 and $     on            , 2018.
The price of United Bancorp common stock may increase or decrease before and after completion of the merger. The implied value of the merger consideration consisting of United Bancorp common stock that each Powhatan Point shareholder will receive for each share of Powhatan Point common stock will depend on the price per share of United Bancorp common stock at the time the shares are received. The closing price of United Bancorp common stock on the date that the merger is completed may vary from the closing price of United Bancorp common stock on the date United Bancorp and Powhatan Point announced the merger, on the date that this document is being mailed to Powhatan Point shareholders, and on the date of the special meeting of Powhatan Point shareholders. Any change in the market price of United Bancorp common stock prior to completion of the merger will affect the implied value of the merger consideration that Powhatan Point shareholders will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in United Bancorp’s and Powhatan Point’s respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of United Bancorp and Powhatan Point.
The exchange ratio of 6.9233 is fixed and will not be adjusted based on changes in the price of shares of United Bancorp common stock or Powhatan Point common stock prior to the closing.
Because of Provisions in the Merger Agreement that Adjust the Cash Portion of the Merger Consideration Under Certain Circumstances, the Amount of Cash Consideration Received by Powhatan Point Shareholders Could be Less than $38.75 per Share.
Pursuant to the terms of the Merger Agreement, if the merger is completed, each Powhatan Point shareholder who has not properly exercised dissenters’ rights will receive in exchange for each Powhatan Point common share owned as of the effective date of the merger 6.9233 shares of the common stock of United Bancorp and $38.75 in cash. However, the Merger Agreement provides for certain potential negative adjustment to the amount of aggregate cash consideration payable to Powhatan Point shareholders in connection with factors relating to: (i) the amount of Powhatan Point’s fees and other expenses related to the merger; (ii) the amount of certain compensation expense accruals required to account for the payment of executive bonuses prior to the merger’s closing and as otherwise needed to correct prior accounting inaccuracies; and (iii) the amount of Powhatan Point’s total shareholders’ equity as of the close of business on the merger closing date. The adjustments provided for under the Merger Agreement could reduce the amount of the per share cash consideration that Powhatan Point shareholders will receive upon completion of the merger. Please see “The Merger — Terms of the Merger” beginning on page 34 for a description of these adjustments and related circumstances.
Powhatan Point Shareholders Will Have a Reduced Ownership and Voting Interest After the Merger.
Powhatan Point shareholders currently have the right to vote in the election of the board of directors of Powhatan Point and on other matters affecting Powhatan Point. Upon the completion of the merger,
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each Powhatan Point shareholder who receives shares of United Bancorp common stock will become a shareholder of United Bancorp with a percentage ownership of United Bancorp that is smaller than the shareholder’s percentage ownership of Powhatan Point. It is currently expected that the former shareholders of Powhatan Point as a group will receive shares in the merger constituting approximately 6% of the outstanding shares of United Bancorp common stock immediately after the merger. Because of this, Powhatan Point shareholders will have less influence on the management and policies of United Bancorp than they now have on the management and policies of Powhatan Point.
The Market Price for United Bancorp Common Stock May Be Affected by Factors Different from Those that Historically Have Affected Powhatan Point.
Upon completion of the merger, holders of Powhatan Point common stock will become holders of United Bancorp common stock. United Bancorp’s business differ from that of Powhatan Point, and accordingly the results of operations of United Bancorp will be affected by some factors that are different from those currently affecting the results of operations of Powhatan Point. For a discussion of the businesses of United Bancorp and Powhatan Point and of some important factors to consider in connection with those businesses, see the headings “Information with Respect to United Bancorp” (page 77) and “Information with Respect to Powhatan Point” (page 115).
United Bancorp May Fail to Realize the Anticipated Benefits of the Merger.
The success of the merger will depend on, among other things, United Bancorp’s ability to combine the businesses of United Bancorp and Powhatan Point in a manner that permits growth opportunities and cost efficiencies, and does not materially disrupt the existing customer relationships of Powhatan Point nor result in decreased revenues due to any loss of customers. If United Bancorp is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.
United Bancorp and Powhatan Point have operated and, until the completion of the merger, will continue to operate, independently. In addition, employees of Powhatan Point that United Bancorp wishes to retain may elect to terminate their employment as a result of the merger, which could delay or disrupt the integration process. It is possible that the integration process could result in the disruption of United Bancorp’s or Powhatan Point ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of United Bancorp or Powhatan Point to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger.
Regulatory Approvals May Not Be Received, May Take Longer than Expected or May Impose Conditions that Are Not Presently Anticipated or Cannot Be Met.
Before the transactions contemplated in the Merger Agreement, including the merger and the bank merger, may be completed, various approvals must be obtained from the bank regulatory and other governmental authorities. These governmental entities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on United Bancorp following the merger. The regulatory approvals may not be received at any time, may not be received in a timely fashion, and may contain conditions on the completion of the merger. In addition, United Bancorp may elect not to complete the merger if any regulatory entity imposes any conditions, restrictions or requirements on United Bancorp that its board of directors reasonably determines would have a material adverse effect on United Bancorp and its subsidiaries, taken as a whole, giving effect to the merger or if there are any conditions, restrictions or requirements that are not customary and usual for approvals of this type and which the United Bancorp board of directors reasonably determines would be unduly burdensome.
The Combined Company Expects to Incur Substantial Expenses Related to the Merger.
The combined company expects to incur substantial expenses in connection with completing the merger and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although United Bancorp and Powhatan Point have assumed that a certain level of
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transaction and combination expenses will be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the completion of the merger. As a result of these expenses, both United Bancorp and Powhatan Point could take charges against their earnings before and after the completion of the merger. Such charges taken in connection with the merger could be significant, although the aggregate amount and timing of such charges are uncertain at present.
The Merger Agreement May Be Terminated in Accordance with Its Terms and the Merger May Not Be Completed.
The Merger Agreement is subject to a number of conditions that must be fulfilled in order to complete the merger. Those conditions include: approval of the Merger Agreement by Powhatan Point shareholders, receipt of requisite regulatory approvals, absence of orders prohibiting completion of the merger, effectiveness of the registration statement of which this document is a part, approval of the shares of United Bancorp common stock to be issued to Powhatan Point shareholders for listing on the NASDAQ, the continued accuracy of the representations and warranties by both parties and the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. These conditions to the closing of the merger may not be fulfilled and, accordingly, the merger may not be completed. In addition, if the merger is not completed by March 15, 2019, either United Bancorp or Powhatan Point may choose not to proceed with the merger, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after shareholder approval. In addition, United Bancorp may elect to terminate the Merger Agreement in certain other circumstances. Please refer to “The Merger Agreement — Termination; Termination Fee” (page 65) for a description of these circumstances.
Termination of the Merger Agreement Could Negatively Impact Powhatan Point.
If the Merger Agreement is terminated and Powhatan Point’s board of directors seeks another merger or business combination, Powhatan Point shareholders cannot be certain that Powhatan Point will be able to find a party willing to offer equivalent or more attractive consideration than the consideration United Bancorp has agreed to provide in the merger. If the Merger Agreement is terminated under certain circumstances, Powhatan Point may be required to pay a termination fee of  $300,000 to United Bancorp. Please refer to “The Merger Agreement — Termination; Termination Fee” (page 65).
Powhatan Point Will Be Subject to Business Uncertainties and Contractual Restrictions While the Merger Is Pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Powhatan Point and consequently on United Bancorp. While the parties anticipate a smooth and stable transition, any uncertainty may impair Powhatan Point’s ability to attract, retain, and motivate key personnel until the merger is completed, and could cause customers and others that deal with Powhatan Point to seek to change existing business relationships with Powhatan Point. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. United Bancorp is currently negotiating employment arrangements with key members of the Powhatan Point management team in order to ensure their retention. However, if key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, United Bancorp’s business following the merger could be negatively impacted. In addition, the Merger Agreement restricts Powhatan Point from making certain acquisitions and taking other specified actions until the merger occurs without the consent of United Bancorp. These restrictions may prevent Powhatan Point from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Covenants and Agreements” beginning on page 58 for a description of the restrictive covenants applicable to Powhatan Point.
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Powhatan Point Directors and Officers Have Interests in the Merger Different From the Interests of Powhatan Point Shareholders.
When considering the recommendation of Powhatan Point’s board of directors, you should be aware that the executive officers and directors of Powhatan Point have interests in the acquisition that are somewhat different from your interests. For example, certain executive officers of Powhatan Point will enter into employment agreements with Unified Bank as a term of the Merger Agreement, and the consummation of the merger will accelerate the potential vesting of certain retirement and death benefits payable to certain Powhatan Point officers. In addition, the Merger Agreement provides that directors and officers of Powhatan Point will be indemnified by United Bancorp for certain events occurring before the merger. These arrangements may create potential conflicts of interest. These and certain other additional interests of Powhatan Point’s directors and executive officers may cause some of these persons to view the proposed transaction differently than you view it, as a shareholder.
These interests are described in more detail in the section of this document entitled “The Merger —  Interests of Powhatan Point Directors and Executive Officers in the Merger” beginning on page 50.
Shares of United Bancorp Common Stock to Be Received by Powhatan Point Shareholders as a Result of the Merger Will Have Rights Different from the Shares of Powhatan Point Common Stock.
Upon completion of the merger, the rights of former Powhatan Point shareholders who become United Bancorp shareholders will be governed by the articles of incorporation and code of regulations of United Bancorp. The rights associated with Powhatan Point common stock are different from the rights associated with United Bancorp common stock. See “Comparison of Shareholders’ Rights” beginning on page 71 for a discussion of the different rights associated with United Bancorp common stock.
The Merger Agreement Contains Provisions that May Discourage Other Companies from Trying to Acquire Powhatan Point for Greater Merger Consideration.
The Merger Agreement contains provisions that may discourage a third party from submitting a business combination proposal to Powhatan Point that might result in greater value to Powhatan Point’s shareholders than the merger. These provisions include a general prohibition on Powhatan Point from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. In addition, Powhatan Point may be required to pay United Bancorp a termination fee of  $300,000 in certain circumstances involving acquisition proposals for competing transactions. For further information, please see the section entitled “The Merger Agreement — Termination; Termination Fee” beginning on page 65.
The Opinion of Powhatan Point’s Financial Advisor Received by the Powhatan Point Board of Directors prior to Execution of the Merger Agreement Will Not Reflect Changes in Circumstances Between the Signing of the Merger Agreement and the Completion of the Merger.
The opinion of Powhatan Point’s financial advisor received by Powhatan Point’s board of directors was delivered on and dated June 14, 2018. Changes in the operations and prospects of Powhatan Point or United Bancorp, general market and economic conditions and other factors that may be beyond the control of Powhatan Point or United Bancorp, may significantly alter the value of Powhatan Point or the prices of the shares of United Bancorp common stock or Powhatan Point common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Powhatan Point does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. Powhatan Point’s board of directors’ recommendation that Powhatan Point shareholders vote “FOR” adoption of the Merger Agreement, however, is made as of the date of this document. For a description of the opinion that the Powhatan Point board received from Powhatan Point’s financial advisor, please refer to “The Merger — Opinion of Powhatan Point’s Financial Advisor” beginning on page 40.
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Risks Related to the Combined Company if the Merger is Completed
The integration of the banks will present significant challenges that may result in the combined business not operating as effectively as expected or in the failure to achieve some or all of the anticipated benefits of the transaction.
The benefits and synergies expected to result from the proposed transaction will depend in part on whether the operations of First National can be integrated in a timely and efficient manner with those of Unified Bank. Unified Bank may face challenges in consolidating its functions with those of First National, and integrating the organizations, procedures and operations of the two businesses. The integration of Unified Bank and First National will be complex and time-consuming, and the management of both companies will have to dedicate substantial time and resources to it. These efforts could divert management’s focus and resources from other strategic opportunities and from day-to-day operational matters during the integration process. Failure to successfully integrate the operations of Unified Bank and First National could result in the failure to fully achieve some of the anticipated benefits from the transaction, including cost savings and other operating efficiencies, and Unified Bank may not be able to capitalize on the existing relationships of First National to the extent anticipated, or it may take longer, or be more difficult or expensive than expected to achieve these goals. This could have an adverse effect on the business, results of operations, financial condition or prospects of United Bancorp and/or Unified Bank after the transaction.
Unanticipated costs relating to the Merger could reduce United Bancorp’s future earnings per share.
United Bancorp and Unified Bank believe that each has reasonably estimated the likely costs of integrating the operations of Unified Bank and First National, and the incremental costs of operating as a combined company. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as increased personnel costs or increased taxes, as well as other types of unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of the combined company. If unexpected costs are incurred, the merger could have a dilutive effect on United Bancorp’s earnings per share. In other words, if the merger is completed, the earnings per share of United Bancorp common stock could be less than anticipated or even less than they would have been if the merger had not been completed.
Estimates as to the future value of the combined company are inherently uncertain. You should not rely on such estimates without considering all of the information contained in this proxy statement/prospectus.
Any estimates as to the future value of the combined company, including estimates regarding the earnings per share of the combined company, are inherently uncertain. The future value of the combined company will depend upon, among other factors, the combined company’s ability to achieve projected revenue and earnings expectations and to realize the anticipated synergies described in this proxy statement/​prospectus, all of which are subject to the risks and uncertainties described in this proxy statement/​prospectus, including these risk factors. Accordingly, you should not rely upon any estimates as to the future value of the combined company, whether made before or after the date of this proxy statement/​prospectus by United Bancorp’s and Powhatan Point’s respective management or affiliates or others, without considering all of the information contained in this proxy statement/prospectus.
Following the merger, a high percentage of the combined company’s loan portfolio will remain in Ohio and in commercial and residential real estate. Deteriorations in economic conditions in this area or in the real estate market generally could be more harmful to the combined company compared to more diversified institutions.
As of June 30, 2018 approximately $3.0 million, or 43.2%, of Powhatan Point’s loan portfolio was comprised of commercial and commercial real estate loans, and approximately $2.5 million, or 36.1%, of Powhatan Point’s loan portfolio was comprised of residential real estate loans. As of June 30, 2018, approximately $76.5 million, or 20.2%, of United Bancorp’s loan portfolio was comprised of residential real estate loans, and $291.6 million, or 76.8%, of United Bancorp’s loan portfolio was comprised of commercial and commercial real estate loans. As a result of the merger, the combined company’s loan portfolio, as of June 30, 2018, would have consisted of  $79.0 million, or 20.4%, of residential real estate loans and $294.5 million, or 76.2%, of commercial real estate loans.
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Inherent risks of commercial real estate (“CRE”) lending include the cyclical nature of the real estate market, construction risk and interest rate risk. The cyclical nature of the economy can cause CRE loans to suffer considerable distress. During these times of distress, a property’s performance can be negatively affected by tenants’ deteriorating credit strength and lease expirations in times of softening demand caused by economic deterioration or over-supply conditions. Even if borrowers are able to meet their payment obligations, they may find it difficult to refinance their full loan amounts at maturity due to declines in property value. Other risks associated with CRE lending include regulatory changes and environmental liability. Regulatory changes in tax legislation, zoning, environmental regulation, or similar external conditions that may affect property values and the economic feasibility of existing and proposed real estate projects. Environmental liability as a result of contamination may decrease the real estate collateral’s value or render the collateral worthless. Furthermore, the cost that may be imposed on a responsible borrower for the remediation of a contaminated property may severely impair the borrower’s ability to repay the loan.
The combined company’s CRE loan portfolio will continue to be concentrated in Ohio. There are a wide variety of economic conditions within the local markets of Ohio in which most of the combined company’s CRE loan portfolio will be situated. Rates of employment, consumer loan demand, household formation, and the level of economic activity can vary widely from state to state and among metropolitan areas, cities and towns. Metropolitan markets comprise various submarkets where property values and demand can be affected by many factors, such as demographic makeup, geographic features, transportation, recreation, local government, school systems, utility infrastructure, tax burden, building-stock age, zoning and building codes, and available land for development. Despite the merger, as a result of the continued high concentration of the combined company’s loan portfolio, the combined company may be more sensitive, compared to more diversified institutions, to future disruptions in, and deterioration of, this market, which could lead to losses which could have a material adverse effect on the business, financial condition and results of operations of the combined company.
Risks Related to United Bancorp’s Business
United Bancorp’s business is subject to credit risk and the impact of nonperforming loans.
Extending credit is an essential element of Unified Bank’s business, and there is a risk that customer loans will not be repaid.. United Bancorp and Unified Bank face the risk that loan losses, including unanticipated loan losses due to changes in loan portfolios, fraud and economic factors, could require additional increases in the allowance for loan losses. Additions to the allowance for loan losses would cause net income to decline and could have a material adverse impact on United Bancorp’s consolidated financial condition and results of operations. The risk of nonpayment is affected by a number of factors, including:

the duration of the loan;

credit risks of each particular borrower;

changes in unemployment, economic and industry conditions; and

in the case of a collateralized loan, the potential inadequacy of the value of the collateral in the event of default, such as has resulted from the deterioration in commercial and residential real estate values.
Management attempts to reduce Unified Bank’s credit exposure by carefully monitoring the concentration of its loans within specific industries and through the loan approval process. However, there can be no assurance that such monitoring and procedures will totally mitigate the risks. Credit losses can cause insolvency and failure of a financial institution and, in such event, its shareholders could lose their entire investment
Unified Bank’s allowance for loan losses may not be adequate.
United Bancorp and Unified Bank attempt to maintain an appropriate allowance for loan losses to provide for potential inherent losses in Unified Bank’s loan portfolio. Management periodically determines the amount of the allowance based on consideration of several factors including, among others, the ongoing review and grading of the loan portfolio, consideration of Unified Bank’s past loan loss experience
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as well as that of the banking industry, trends in past due and nonperforming loans, risk characteristics of the various classifications of loans, existing economic conditions, the fair value of underlying collateral, the size and diversity of individual credits, and other qualitative and quantitative factors which could affect probable credit losses. Management determines the amount of the allowance for loan losses by considering these factors and by using estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on Unified Bank’s historical loss experience with additional qualitative factors for various issues, and allocation of specific reserves for special situations that are unique to the measurement period with consideration of current economic trends and conditions, all of which are susceptible to significant change. As an integral part of their examination process, various federal and state regulatory agencies also review the allowance for loan losses. These agencies may require that certain loan balances be classified differently or charged off when their credit evaluations differ from those of management, based on their judgments about information available to them at the time of their examination. Although we believe the level of the allowance for loan losses is appropriate as recorded in the consolidated financial statements, because current economic conditions are uncertain and future events are inherently difficult to predict, the anticipated amount of estimated loan losses, and therefore the adequacy of the allowance, could change significantly.
United Bancorp and Unified Bank are subject to interest rate risk.
Earnings and cash flows are largely dependent upon Unified Bank’s net interest income. Net interest income is the difference between interest earned on interest earning assets such as loans and securities and interest paid on interest bearing liabilities such as deposits and borrowings. Interest rates are highly sensitive to many factors that are beyond Unified Bank’s control, including general economic and market conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, could influence not only the interest Unified Bank receives on loans and investment securities and the amount of interest it pays on deposits and borrowings, but such changes could also affect Unified Bank’s ability to originate loans and obtain deposits and the fair values of Unified Bank’s financial assets and liabilities. If the interest rates paid on deposits and other borrowings increase at a faster rate or decrease at a slower rate than the interest rates received on loans and investments, Unified Bank’s net interest income, and therefore its and United Bancorp’s earnings, could be adversely affected.
Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on Unified Bank’s results of operations, any substantial, unexpected, or prolonged change in market interest rates or in the term structure of interest rates could have a material adverse effect on Unified Bank’s, and United Bancorp’s, financial condition and results of operations.
Real estate market volatility and future changes in disposition strategies could result in net proceeds that differ significantly from other real estate owned (“OREO”) fair value appraisals.
Unified Bank’s OREO portfolio consists of properties that it obtained through foreclosure or other collection actions in satisfaction of loans. OREO properties are recorded at the lower of the recorded investment in the loans for which the properties served as collateral or estimated fair value, less estimated selling costs. Generally, in determining fair value, an orderly disposition of the property is assumed, except where a different disposition strategy is expected. Significant judgment is required in estimating the fair value of OREO property, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. While the real estate market has stabilized and is no longer experiencing the rapid decreases in value and increases in inventory of foreclosed properties that occurred during 2008 through 2010, there remain substantial risks associated with real estate collateral values, particularly in Southeast Ohio.
In response to market conditions and other economic factors, Unified Bank may utilize alternative sale strategies other than orderly dispositions as part of its OREO disposition strategy, such as immediate liquidation sales. In this event, as a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from such sales transactions could differ significantly from estimates used to determine the fair value of Unified Bank’s OREO properties.
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United Bancorp and Unified Bank face the risk of cyber-attack to critical computer systems.
The computer systems, software and networks of United Bancorp and Unified Bank have been and will continue to be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses or other malicious code, cyber-attacks and other events. These threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. If one or more of these events occurs, it could result in the disclosure of confidential client information, damage to Unified Bank’s reputation with its clients and the market, additional costs to United Bancorp (such as repairing systems or adding new personnel or protection technologies), regulatory penalties and financial losses, to both Unified Bank and its clients and customers. Such events could also cause interruptions or malfunctions in the operations of Unified Bank (such as the lack of availability of our online banking system), as well as the operations of our clients, customers or other third parties. Although United Bancorp and Unified Bank maintain safeguards to protect against these risks, there can be no assurance that we will not suffer losses in the future that may be material in amount.
Unified Bank operates in a highly competitive industry.
Unified Bank faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include regional and national banks within Unified Bank’s market. Unified Bank also faces competition from many other types of financial institutions, including savings and loan institutions, credit unions, finance companies, brokerage firms, insurance companies, and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory, and technological changes and continued consolidation. Banks, securities firms, and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, and insurance. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of Unified Bank’s competitors have fewer regulatory constraints, and may have lower cost structures. Additionally, many competitors may be able to achieve economies of scale, and as a result, may offer a broader range of products and services as well as better pricing for those products and services than Unified Bank can. Increased competition could adversely affect Unified Bank’s growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.
United Bancorp and Unified Bank are subject to extensive government regulation and supervision.
Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and the banking system as a whole, not shareholders. These regulations affect Unified Bank’s lending practices, capital structure, investment practices, dividend policy, and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, could affect us in substantial and unpredictable ways. Such changes could subject United Bancorp and Unified Bank to additional costs, limit the types of financial services and products United Bancorp and Unified Bank may offer and/or increase the ability of non-banks to offer competing financial products and services, among other things. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputational damage, which could have a material adverse effect on our business, financial condition, and results of operations.
Recent economic conditions, particularly in the financial markets, resulted in government regulatory agencies placing increased focus on and scrutiny of the financial services industry. The U.S. government has intervened on an unprecedented scale, responding to what has been commonly referred to as the financial crisis, by introducing various actions and passing legislation such as the Dodd-Frank Wall Street Reform and Consumer Protection Act. Such programs and legislation subject us and other financial institutions to restrictions, oversight and/or costs that may have an impact on our business, financial condition, results of operations, or the price of our common stock.
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New proposals for legislation, regulations, and regulatory reform continue to be introduced that could further substantially change the regulation of the financial services industry. United Bancorp and Unified Bank cannot predict whether any pending or future legislation will be adopted or the substance and impact of any such new legislation. Additional regulation could affect us in a substantial way and could have an adverse effect on Unified Bank’s and our business, financial condition, and results of operations.
The new Basel III Capital Standards may have an adverse effect on Unified Bank.
In 2013, the Federal bank regulatory released final rules to implement in the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the final rules, minimum requirements increased for both the quality and quantity of capital held by banking organizations. Consistent with the international Basel framework, the rule includes a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5 percent and a common equity tier 1 capital conservation buffer of 2.5 percent of risk-weighted assets that will apply to all supervised financial institutions. The rule also, among other things, raises the minimum ratio of tier 1 capital to risk-weighted assets from 4 percent to 6 percent and includes a minimum leverage ratio of 4 percent for all banking organizations.
If the concentration level of Unified Bank’s commercial real estate loan portfolio increases, we may be subject to additional regulatory scrutiny.
The FDIC, the Federal Reserve Board, and the Office of the Comptroller of the Currency have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors, (i) total reported loans for construction, land development, and other land represent 100% or more of total capital or (ii) total reported loans secured by multifamily and nonfarm non-residential properties, loans for construction, land development, and other land loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital and increased by 50% or more during the prior 36 months. The joint guidance requires heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment, and monitoring through market analysis and stress testing. As of December 31, 2017, Unified Bank did not meet the level of concentration in commercial real estate lending activity that would indicate a need under the regulatory guidance for increased risk assessment.
United Bancorp’s Articles of Incorporation Contain Certain Anti-Takeover Provisions
Provisions of United Bancorp’s Articles of Incorporation and Ohio law could have the effect of discouraging takeover attempts which certain stockholders might deem to be in their interest. These anti-takeover provisions may make United Bancorp a less attractive target for a takeover bid or merger, potentially depriving shareholders of an opportunity to sell their shares of common stock at a premium over prevailing market prices as a result of a takeover bid or merger.
Unified Bank is dependent upon outside third parties for processing and handling of its records and data.
Unified Bank relies on software developed by third party vendors to process various Bank transactions. In some cases, Unified Bank has contracted with third parties to run its proprietary software on behalf of Unified Bank. These systems include, but are not limited to, general ledger, payroll, employee benefits, loan and deposit processing, and merchant processing. While Unified Bank performs a review of controls instituted by the vendors over these programs in accordance with industry standards and performs its own testing of user controls, Unified Bank must rely on the continued maintenance of these controls by the outside parties, including safeguards over the security of customer data. In addition, Unified Bank maintains backups of key processing output daily in the event of a failure on the part of any of these systems. Nonetheless, Unified Bank may incur a temporary disruption in its ability to conduct its business or process its transactions, or incur damage to its reputation if the third party vendor fails to adequately maintain internal controls or institute necessary changes to systems. Such disruption or breach of security may have a material adverse effect on our financial condition and results of operations.
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Unified Bank continually encounters technological change.
The banking and financial services industry continually undergoes technological changes, with frequent introductions of new technology-driven products and services. In addition to serving customers better, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Unified Bank’s future success will depend, in part, on its ability to address the needs of its customers by using technology to provide products and services that enhance customer convenience and that create additional efficiencies in Unified Bank’s operations. Many of Unified Bank’s competitors have greater resources to invest in technological improvements, and Unified Bank may not effectively implement new technology-driven products and services or do so as quickly, which could reduce its ability to effectively compete. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on Unified Bank’s business and, in turn, our financial condition and results of operations.
Consumers and businesses may decide not to use banks to complete their financial transactions.
Technology and other changes are allowing parties to complete financial transactions that historically have involved banks at one or both ends of the transaction. For example, consumers can now pay bills and transfer funds directly without banks. This could result in the loss of fee income as well as the loss of customer deposits and income generated from those deposits and could have a material adverse effect on United Bancorp’s consolidated financial condition and results of operations.
United Bancorp’s and Unified Bank’s controls and procedures may fail or be circumvented.
Management of United Bancorp and Unified Bank regularly review and update internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on Unified Bank’s business, and in turn, United Bancorp’s consolidated results of operations and financial condition.
Financial services companies depend upon the accuracy and completeness of information about customers and counterparties.
In deciding whether to extend credit or enter into other transactions, Unified Bank may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. Unified Bank may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse effect on Unified Bank’s business and, in turn, United Bancorp’s consolidated financial condition and results of operations.
United Bancorp and Unified Bank are subject to risks arising from potential increases in FDIC insurance premiums.
The FDIC maintains a deposit insurance fund to resolve the cost of bank failures. The FDIC’s deposit insurance fund is funded by fees assessed on insured depository institutions including us. Future deposit premiums paid by us depend on the level of the deposit insurance fund and the magnitude and cost of future bank failures. As a consequence, Unified Bank may be required to pay significantly higher FDIC premiums in the event market developments significantly deplete the deposit insurance fund of the FDIC and reduced the ratio of reserves to insured deposits.
United Bancorp and Unified Bank are subject to changes in federal and state tax laws and changes in interpretation of existing laws.
Our financial performance is impacted by federal and state tax laws. Given the current economic and political environment, and ongoing state budgetary pressures, the enactment of new federal or state tax legislation may occur. The enactment of such legislation, or changes in the interpretation of existing law, including provisions impacting tax rates, apportionment, consolidation or combination, income, expenses, and credits, may have a material adverse effect on United Bancorp’s consolidated financial condition and results of operations.
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United Bancorp and Unified Bank are subject to changes in accounting principles, policies, or guidelines.
Our financial performance is impacted by accounting principles, policies, and guidelines. Changes in these are continuously occurring and, given the current economic environment, more drastic changes may occur. The implementation of such changes could have a material adverse effect on United Bancorp’s consolidated financial condition and results of operations.
United Bancorp and Unified Bank may not be able to attract and retain skilled people.
Our successful operation will be greatly influenced by our ability to retain the services of our existing senior management and to attract and retain qualified additional senior and middle management. The unexpected loss of the services of any of our key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results.
United Bancorp is a bank holding company and our sources of funds are limited.
United Bancorp is a bank holding company, and its operations are primarily conducted by Unified Bank, which is subject to significant federal and state regulation. Cash available to pay dividends to our shareholders is derived primarily from dividends received from Unified Bank. Our ability to receive dividends or loans from Unified Bank is restricted. Dividend payments by Unified Bank to us in the future will require generation of future earnings by Unified Bank and could require regulatory approval if the proposed dividend is in excess of prescribed guidelines. Further, our right to participate in the assets of Unified Bank upon its liquidation, reorganization, or otherwise will be subject to the claims of Unified Bank’s creditors, including depositors, which will take priority.
Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact Unified Bank’s business.
Severe weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on Unified Bank’s ability to conduct business. Such events could affect the stability of Unified Bank’s deposit base, impair the ability of borrowers to repay outstanding loans, reduce the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause Unified Bank to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on Unified Bank’s business, which, in turn, could have a material adverse effect on United Bancorp’s consolidated financial condition and results of operations.
Managing reputational risk is important to attracting and maintaining customers, investors, and employees.
Threats to Unified Bank’s reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, and questionable or fraudulent activities of our customers. Unified Bank has policies and procedures in place that seek to protect our reputation and promote ethical conduct. Nonetheless, negative publicity may arise regarding Unified Bank’s business, employees, or customers, with or without merit, and could result in the loss of customers, investors, and employees; costly litigation; a decline in revenues; and increased governmental regulation.
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FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements include the information concerning future results of operations, cost savings and synergies of United Bancorp and Powhatan Point after the merger and those statements proceeded by, followed by or that otherwise include the terms “should,” “believe,” “expect,” “anticipate,” “intend,” “may,” “will,” “continue,” “estimate” and other expressions that indicate future events and trends. Although United Bancorp and Powhatan Point believe, in making such statements, that their expectations are based on reasonable assumptions, these statements may be influenced by risks and uncertainties which could cause actual results and trends to be substantially different from historical results or those anticipated, depending on a variety of factors.
The ability to predict results or the actual effects of the combined company’s plans and strategies is inherently uncertain. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those identified in the section of this proxy statement/prospectus titled “Risk Factors” beginning on page 11, as well as the following:

the parties’ ability to promptly and effectively integrate the businesses of United Bancorp and Powhatan Point, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expense;

expected cost savings, synergies and other financial benefits from the merger may not be fully realized or realized within the expected time frame;

revenues following the merger may be lower than expected or deposit withdrawals, operating costs or customer loss and business disruption following the merger may be greater than expected;

higher than expected loan losses following the merger;

the risk that a regulatory approval that may be required for the proposed merger is obtained subject to non-standard conditions that are not anticipated;

competition among depository and other financial services companies may increase significantly;

general economic conditions, either nationally, in Ohio or in certain MSAs in Ohio that are less favorable than expected resulting in, among other things, a deterioration of the quality of the combined company’s loan portfolio and the demand for its products and services;

material changes in the value of United Bancorp common stock;

the sale price of United Bancorp common stock could decline before the completion of the merger, including as a result of the financial performance of United Bancorp, or of Powhatan Point, or more generally due to broader stock market movements and the performance of financial companies and peer group companies;

adverse changes may occur in the securities market;

changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;

the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve;

legislation or changes in regulatory requirements may adversely affect the businesses in which United Bancorp is engaged;

United Bancorp’s ability to integrate the Powhatan Point acquisition and any future acquisition targets may be unsuccessful, or may be more difficult, time-consuming or costly than expected; and

the impact on United Bancorp’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts.
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You should understand that these factors, in addition to those discussed elsewhere in this document, could affect the future results of United Bancorp and Powhatan Point, and could cause those results to be substantially different from those expressed in any forward-looking statements. United Bancorp and Powhatan Point do not undertake any obligation to update any forward-looking statement to reflect events or circumstances arising after the date of this document.
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MARKET PRICE AND DIVIDEND INFORMATION
United Bancorp common stock is listed on the NASDAQ Capital Market under the symbol “UBCP” and is held among approximately 2,000 shareholders of record and in street name. As of June 30, 2018, United Bancorp had 5,383,938 shares of its common stock issued and outstanding. The United Bancorp, Inc. Employee Stock Ownership Plan is the only shareholder of record that owns in excess of 5.0% of United Bancorp’s common stock. If the proposed merger is completed, its percentage of ownership of United Bancorp common stock will be reduced from approximately 7.5% to 6.9%. As of the record date of United Bancorp’s most recent annual meeting of shareholders, its directors and executive officers collectively owned approximately 8.6% of United Bancorp’s common stock, with only one member of that group, Scott A. Everson, beneficially owning in excess of 1.0% of United Bancorp’s common stock. If the proposed merger is completed, the percentage of ownership of United Bancorp common stock collectively held by directors and executive officers be reduced to approximately 6.7%, and Mr. Everson’s beneficial ownership will be reduced from approximately 2.1% to 1.9%.
Powhatan Point common stock is not listed on a stock market or quoted in the inter-dealer quotation or “over-the-counter” market, and there is no established trading market for its common stock. As of the record date, Powhatan Point had 145 shareholders of record. The following table lists the high and low prices per share for United Bancorp common stock and Powhatan Point common stock and the cash dividends declared by each company for the periods indicated.
United Bancorp common stock
Powhatan Point common stock(1)
High
Low
Dividends
High
Low
Dividends(4)
Quarter ended:
September 30, 2018
(through            , 2018)
June 30, 2018
$ 14.00 $ 12.35 $ 0.13 $ 100.00 $ 100.00 $ 1.50
March 31, 2018
13.79 11.81 0.13 100.00 100.00
December 31, 2017
13.60 12.00 0.17(3) (2) (2) 2.25
September 30, 2017
12.20 11.55 0.12 100.00 100.00
June 30, 2017
12.25 11.35 0.11 (2) (2) 1.50
March 31, 2017
13.44 11.74 0.11 (2) (2)
December 31, 2016
13.50 10.45 0.16(3) 100.00 100.00 1.50
September 30, 2016
11.30 9.77 0.11 100.00 100.00
June 30, 2016
10.00 9.02 0.10 100.00 100.00 1.50
March 31, 2016
9.55 8.80 0.10 100.00 100.00
(1)
There is no established public trading market for Powhatan Point’s common stock. The stock prices above were prices reported to Powhatan Point by buyers and/or sellers of Powhatan Point common stock at the time transfers of record ownership were requested. While Powhatan Point has no knowledge that pricing information reported to it and described above is inaccurate, Powhatan Point has no way of independently assuring the accuracy of the price information so reported to it and the buyers and sellers do not have a specific legal obligation to accurately report sale prices to Powhatan Point. Powhatan Point believes that there were a total of 39 transactions involving Powhatan Point common stock during the periods reported above, and the pricing information for 8 of those transactions was not reported to Powhatan Point. The pricing of the unreported transactions may have been above the High or below the Low prices reported in the relevant period
(2)
No pricing information reported.
(3)
Includes a per share special cash dividend of  $0.05.
(4)
Powhatan Point paid a semi-annual dividend during each of the time periods indicated.
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The market value of United Bancorp common stock to be issued in exchange for Powhatan Point common stock upon the completion of the merger will not be known at the time of the Powhatan Point shareholder meeting. The above tables show only historical comparisons. Because the market prices of United Bancorp common stock and Powhatan Point common stock will likely fluctuate prior to the merger, these comparisons may not provide meaningful information to United Bancorp and Powhatan Point shareholders in determining whether to adopt and approve the Merger Agreement. Shareholders are encouraged to obtain current market quotations for United Bancorp common stock and to review carefully the other information contained in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 2.
Following the merger, the declaration of dividends will be at the discretion of United Bancorp’s board of directors and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of United Bancorp, applicable state law and government regulations and other factors deemed relevant by United Bancorp’s board of directors. Unified Bank is subject to certain restrictions on the amount of dividends that it may declare and pay to United Bancorp without prior regulatory approval. Generally, Unified Bank’s payment of dividends is limited to net income for the current year plus the two preceding calendar years, less capital distributions paid over the comparable time period. Dividend payments to the stockholders may be legally paid from additional paid-in capital or retained earnings.
On June 13, 2018, the trading day immediately preceding the public announcement of the merger, and on            , 2018, the last practicable trading day before the printing of this document, the closing prices per share of United Bancorp common stock as reported on NASDAQ were $13.05 and $    , respectively.
The following table is a disclosure of securities authorized for issuance under United Bancorp equity compensation plans:
Equity Compensation Plan Information June 30, 2018
Number of securities to be issued
upon exercise of outstanding
options, warrants and rights
Weighted-average exercise
price of outstanding options,
warrants and rights
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
Equity compensation plans approved by security holders
300,000 $ 10.23 500,000
Equity compensation
plans not approved by
security holders
Total
300,000 $ 10.23 500,000
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF
UNITED BANCORP
The tables below contain information regarding the financial condition and earnings of United Bancorp for the years ended December 31, 2017, 2016, 2015, 2014 and 2013, and the six months ended June 30, 2018 and 2017. This information is based on information contained in United Bancorp’s quarterly report on Form 10-Q and annual reports on Form 10-K filed with the Securities and Exchange Commission. This information is only a summary. The selected operating data presented below for the six months ended June 30, 2018 and 2017 is not necessarily indicative of the results that may be expected for future periods. You should read it in conjunction with the historical financial statements (and related notes) contained elsewhere in this document.
United Bancorp consolidated statement of financial condition data:
At June 30
At December 31,
2018
2017
2017
2016
2015
2014
2013
(Unaudited)
(In thousands)
Total assets
$ 514,801 $ 448,672 $ 459,332 $ 438,108 $ 405,124 $ 401,812 $ 389,166
Loans held for investment, net
$ 377,433 $ 355,277 $ 366,467 $ 354,380 $ 327,226 $ 313,354 $ 306,608
Loans held-for-sale
Allowance for loan losses
$ 2,080 $ 2,292 $ 2,122 $ 2,341 $ 2,437 $ 2,400 $ 2,894
Non-performing assets (OREO, non-accruing loans, and loans more than 90 days past due)
$ 1,876 $ 1,898 $ 1,792 $ 1,932 $ 1,533 $ 2,225 $ 4,209
Securities available-for-sale
$ 86,212 $ 38,892 $ 44,959 $ 39,766 $ 34,623 $ 19,348 $ 26,564
Securities held-to maturity
$ 450 $ 955
Mortgage servicing rights
$ 26 $ 45 $ 42 $ 48 $ 60 $ 72 $ 87
Deposits and borrowers’ escrow balances
$ 415,634 $ 373,915 $ 385,966 $ 338,803 $ 323,622 $ 322,681 $ 310,641
FHLB advances
$ 33,768 $ 10,287 $ 10,022 $ 39,855 $ 26,530 $ 26,719 $ 26,991
Stockholders’ equity
$ 44,985 $ 43,653 $ 43,895 $ 42,641 $ 41,496 $ 40,390 $ 38,871
United Bancorp consolidated operating results:
Six months ended June 30,
Year ended December 31,
2018
2017
2017
2016
2015
2014
2013
(Unaudited)
(In thousands, except per share data)
Interest income
$ 9,732 $ 8,474 $ 17,651 $ 16,635 $ 16,082 $ 16,377 $ 17,025
Interest expense
1,230 876 1,764 1,784 2,283 2,467 3,033
Net interest income
$ 8,502 $ 7,598 $ 15,887 $ 14,851 $ 13,799 $ 13,910 $ 13,992
Provision for loan losses
129 50 100 301 553 888 1,241
Non-interest income
1,768 1,701 3,452 3,681 3,802 3,698 4,212
Acquisition related charges
123
Other non-interest expense
7,210 6,699 13,649 13,071 12,490 13,146 13,995
Income before income taxes
$ 2,808 $ 2,550 $ 5,590 $ 5,160 $ 4,558 $ 3,574 $ 2,968
Income taxes
448 784 2,044 1,580 1,334 923 356
Net income
$ 2,360 $ 1,766 $ 3,546 $ 3,580 $ 3,224 $ 2,651 $ 2,612
Basic earnings per share
$ 0.46 $ 0.35 $ 0.72 $ 0.72 $ 0.65 $ 0.54 $ 0.53
Diluted earnings per share
$ 0.44 $ 0.35 $ 0.71 $ 0.71 $ 0.64 $ 0.53 $ 0.53
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UNAUDITED COMPARATIVE PER SHARE DATA
The following table shows United Bancorp’s and Powhatan Point’s diluted income, dividends and book value per share of common stock, after giving effect to the merger (which we refer to as “pro forma” information). In presenting the comparative pro forma information for the time periods shown, we assumed that the merger has been completed on the dates or at the beginning of the periods indicated.
The information listed as “per equivalent Powhatan Point share” was obtained by multiplying the pro forma combined amounts by the exchange ratio of 6.9233. We present this information to reflect the fact that Powhatan Point shareholders will receive shares of United Bancorp and cash for each share of Powhatan Point common stock exchanged in the merger. United Bancorp anticipates that the combined company will derive financial benefits from the merger that include reduced operating expenses and the opportunity to earn more revenue. The pro forma information, while helpful in illustrating the financial characteristics of United Bancorp following the merger under one set of assumptions, does not reflect these benefits and, accordingly, does not attempt to predict or suggest future results. The pro forma information also does not necessarily reflect what the historical results of United Bancorp would have been had our companies been combined during these periods.
The information in the following table is based on, and should be read together with, the historical financial information that we have presented in this document.
United Bancorp
(historical)
Powhatan Point
(historical)
Pro forma
combined(1)(2)(3)
Per equivalent
Powhatan Point
common share(3)
Book value per share:
At June 30, 2018
$ 9.20 $ 96.76 $ 9.47 $ 65.56
Cash dividends declared per share:
Six months ended June 30, 2018
$ 0.26 $ 1.49 $ 0.26 $ 1.80
Year ended December 31, 2017
$ 0.51 $ 3.21 $ 0.51 $ 3.53
Diluted net income per share:
12 months ended June 30, 2018
$ 0.80 $ 6.65 $ 0.84 $ 5.83
Six months ended June 30, 2018
$ 0.44 $ 4.65 $ 0.49 $ 3.36
Year ended December 31, 2017
$ 0.71 $ 5.27 $ 0.72 $ 5.00
(1)
Pro forma dividends per share represent United Bancorp’s historical dividends per share.
(2)
The pro forma book value per share of United Bancorp is based on the pro forma common shareholders’ equity for United Bancorp and Powhatan Point divided by total pro forma common shares of the combined entities.
(3)
All pro forma combined and per equivalent data is based on the stated exchange ratio of 6.9233 shares of United Bancorp common stock per each Powhatan Point share and has not been adjusted to reflect the per share cash consideration payable to Powhatan Point shareholders.
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THE SPECIAL MEETING OF SHAREHOLDERS OF POWHATAN POINT
This section contains information about the Powhatan Point special meeting at which Powhatan Point shareholders will have the opportunity to vote on the adoption and approval of the Merger Agreement. The Powhatan Point board of directors is mailing this proxy statement/prospectus to you, as a Powhatan Point shareholder, on or about            , 2018. Together with this proxy statement/prospectus, the Powhatan Point board of directors also is sending to you a notice of the Powhatan Point special meeting and a form of proxy that the board of directors is soliciting for use at the special meeting and at any adjournments or postponements of the special meeting.
Time, Date and Place of Meeting
The special meeting of shareholders of Powhatan Point is scheduled to be held at   :00  .m., on            , 2018, at Masonic Hall, 153 Main Street, Powhatan Point, Ohio 43942.
Matters to be Considered
At the special meeting, shareholders will be asked to consider and vote upon the following proposals:

a proposal to adopt and approve the Merger Agreement;

a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement; and

any other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.
The Powhatan Point board of directors is not aware, at this time, of any additional matters that may be presented for action at the special meeting of shareholders, other than those proposals set forth above. If any other matters are properly brought before the special meeting for consideration, however, shares of Powhatan Point common stock represented by properly executed proxies will be voted in the discretion of the persons named in the proxy card in accordance with their best judgment.
Recommendation of the Powhatan Point Board of Directors
The board of directors of Powhatan Point believes that the merger with Untied Bancorp is in the best interests of Powhatan Point shareholders and recommends that you vote (1)”FOR” the adoption and approval of the Merger Agreement and (2) “FOR” the proposal to adjourn the special meeting of Powhatan Point shareholders, if necessary, to solicit additional proxies. See “The Merger — Powhatan Point’s Reasons for the Merger and Recommendation of the Powhatan Point Board of Directors.”
Shares Outstanding and Entitled to Vote; Record Date
Only shareholders of record on            , 2018, will be entitled to notice of and to vote at the special meeting of Powhatan Point shareholders. At the close of business on the record date,            , 2018, there were 52,955 shares of Powhatan Point common stock issued and outstanding and entitled to vote. Shares of Powhatan Point common stock were held of record by approximately 145 shareholders. Each share of Powhatan Point common stock entitles the holder to one vote on all matters properly presented at the special meeting.
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Votes Required; Quorum
The following votes are required to approve each of the proposals to be considered at the special meeting:
Item
Vote Required
Approval of the Merger Agreement Approval by two-thirds of the issued and outstanding shares of Powhatan Point common stock
Adjournment Proposal Approval by a majority of shares of Powhatan Point common stock represented in person or by proxy at the special meeting
A quorum, consisting of the holders of two-thirds (2/3) of the outstanding shares of Powhatan Point common stock, must be present in person or by proxy at the special meeting of Powhatan Point shareholders before any action can be taken. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.
Effect of Abstentions and Broker Non-Votes
Any “broker non-votes” submitted by brokers or nominees in connection with the special meeting will not be counted for purposes of determining the number of votes cast on a proposal but will be treated as present for quorum purposes. “Broker non-votes” are shares held by brokers or nominees as to whom voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and for which the broker or nominee does not have discretionary voting power under the applicable stock exchange rules. Under these rules, approval of the Merger Agreement is not an item on which brokerage firms may vote in their discretion on behalf of their clients. Because this proposal is required to be approved by the affirmative vote of two-thirds of the outstanding shares of Powhatan Point common stock, abstentions and “broker non-votes” will have the same effect as a vote against the merger proposal. And for the same reason, the failure of a Powhatan Point shareholder to vote by proxy or in person at the special meeting will have the effect of a vote against approval of the Merger Agreement.
With respect to the Adjournment Proposal, failure to vote by proxy or in person at the special meeting, abstentions and “broker non-votes” will not be counted in the voting results and will have no effect on the outcome of that proposal.
Shares Held by Officers and Directors
As of            , 2018, the directors and executive officers of Powhatan Point and First National and the affiliates of such directors and executive officers had sole or shared voting power with respect to 7,956 shares of Powhatan Point common stock, or approximately 15.02% of the outstanding shares of Powhatan Point common stock. The directors of Powhatan Point have agreed to vote their shares of Powhatan Point common stock for the approval of the Merger Agreement.
How to Vote Your Shares; Solicitation of Proxies
A proxy card for use at the special meeting accompanies each copy of this proxy statement/prospectus mailed to Powhatan Point shareholders. This proxy is solicited by the Powhatan Point board of directors. Whether or not you plan to attend the special meeting, the Powhatan Point board of directors urges you to return the enclosed proxy card. If you have executed a proxy, you may revoke it at any time before a vote is taken at the special meeting by:

filing a written notice of revocation with Theresa Stillion, Corporate Secretary of the Company, at 345 Highway 7 North, Powhatan Point, Ohio 43942;

executing and returning a later-dated proxy received by Powhatan Point prior to a vote being taken at the special meeting; or

attending the special meeting and giving notice of revocation in person, and voting by ballot at the special meeting.
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Your attendance at the special meeting will not, by itself, revoke your proxy.
If you are a Powhatan Point shareholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote your shares in person at the special meeting. If you hold your Powhatan Point shares through a broker, bank or other nominee (i.e., in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.
Powhatan Point will initially pay all of the expenses incurred in connection with printing and mailing this proxy statement/prospectus and the accompanying proxy and any other related materials, as well as all other costs incurred in connection with the solicitation of proxies on behalf of the Powhatan Point board of directors. However, the Merger Agreement provides that all costs and expenses for the printing and mailing the proxy statement/prospectus up to $15,000 will not count toward the Powhatan Point transaction-related expenses for purposes of determining any adjustments to the amount of the cash consideration to be received by Powhatan Point shareholders in connection with the merger. Proxies will be solicited by mail and may also be solicited, for no additional compensation, by officers, directors or employees of Powhatan Point. Powhatan Point will also pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries, who are record holders of shares of Powhatan Point common stock not beneficially owned by them, for forwarding the proxy materials to, and obtaining proxies from, the beneficial owners of shares of Powhatan Point common stock entitled to vote at the special meeting of Powhatan Point shareholders.
PROPOSALS SUBMITTED TO POWHATAN POINT SHAREHOLDERS
Merger Proposal
Powhatan Point is asking its shareholders to adopt and approve the merger proposal, a matter discussed in detail throughout this proxy statement/prospectus. Holders of Powhatan Point common stock should read through this document in its entirety, including any exhibits, and carefully consider the Merger Agreement and the merger. In particular, shareholders are directed to the Merger Agreement, a copy of which is attached to this document as Annex A.
Vote Required and Powhatan Point Board Recommendation
Approval of the merger proposal requires the affirmative vote of two-thirds of the issued and outstanding shares of Powhatan Point common stock.
The Powhatan Point board of directors recommends a vote “FOR” the merger proposal.
Adjournment Proposal
If, at the special meeting of Powhatan Point shareholders, the number of shares of Powhatan Point common stock present or represented and voting in favor of the merger is insufficient to approve the merger proposal, Powhatan Point intends to ask its shareholders to move to adjourn the special meeting to another time or place to allow for the solicitation of additional proxies to approve the merger proposal. In this event, Powhatan Point will request that the shareholders vote on the Adjournment Proposal and not the merger proposal.
Accordingly, Powhatan Point is asking its shareholders to authorize the holder of any proxy solicited by the Powhatan Point board of directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Powhatan Point special meeting to another time and place for the purpose of soliciting additional proxies. If Powhatan Point requests a vote on the Adjournment Proposal and the Powhatan Point shareholders approve this proposal, Powhatan Point could adjourn the special meeting and use this additional time to solicit proxies from its shareholders, including those shareholders who have previously voted.
Vote Required and Powhatan Point Board Recommendation
Approval of the Adjournment Proposal requires the affirmative vote of a majority of votes cast at the special meeting.
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The Powhatan Point board of directors recommends a vote “FOR” the Adjournment Proposal.
Other Matters to Come Before the Powhatan Point Special Meeting
No other matters are intended to be brought before the Powhatan Point special meeting by Powhatan Point, and Powhatan Point does not know of any matters to be brought before the Powhatan Point special meeting by others. If, however, any other matters properly come before the special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with their best judgment on any such matter.
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DISSENTERS’ RIGHTS
Rights of Dissenting Powhatan Point Shareholders
Shareholders of Powhatan Point are entitled to certain dissenters’ rights pursuant to Sections 1701.84(A) and 1701.85 of the OGCL. Section 1701.85 sets forth certain procedures by which shares must strictly comply to be entitled to such dissenters’ rights. Failure to take any one of the required steps may result in the termination or waiver of such rights. Specifically, any shareholder who is a record holder of shares of Powhatan Point common stock on the record date and who does not vote in favor of the merger proposal or whose shares are not otherwise voted in favor of the merger proposal may be entitled to be paid the “fair cash value” of such shares of Powhatan Point common stock after the effective time of the merger.
To be entitled to such payment, a shareholder

must deliver to Powhatan Point a written demand for payment of the fair cash value of the shares held by such shareholder before the vote on the merger proposal is taken,

must not vote in favor of the merger proposal, and

must otherwise comply with Section 1701.85.
A shareholder’s failure to vote against the merger proposal will not constitute a waiver of such shareholder’s dissenters’ rights. Any written demand must specify the shareholder’s name and address, the number and class of shares held by such shareholder on the Powhatan Point record date, and the amount claimed as the “fair cash value” of such shares of Powhatan Point common stock. See the text of Section 1701.85 of the OGCL attached as Annex C to this proxy statement/prospectus for specific information on the procedures to be followed in exercising dissenters’ rights.
If Powhatan Point so requests, dissenting shareholders must submit their share certificates to Powhatan Point within 15 days of such request, for endorsement on such certificates by Powhatan Point that a demand for appraisal has been made. Failure to comply with such request will terminate the dissenting shareholders’ rights. Such certificates will be promptly returned to the dissenting shareholders by Powhatan Point. If Powhatan Point and any dissenting shareholder cannot agree upon the “fair cash value” of Powhatan Point’s common shares, either may, within three months after service of demand by the shareholder, file a petition in the Court of Common Pleas of Belmont County, Ohio, for a determination of the “fair cash value” of such dissenting shareholder’s shares of Powhatan Point common stock. The fair cash value of a share of Powhatan Point common stock to which a dissenting shareholder is entitled to under Section 1701.85 will be determined as of the day prior to the special meeting. The court may appoint one or more appraisers to determine the “fair cash value” and, if the court approves the appraisers’ report, judgment will be entered for the “fair cash value,” and the costs of the proceedings, including reasonable compensation of the appraisers, will be assessed or apportioned as the court considers equitable.
If a Powhatan Point shareholder exercises such shareholder’s dissenters’ rights under Section 1701.85, all other rights with respect to such shareholder’s shares of Powhatan Point common stock will be suspended until Powhatan Point purchases the shares, or the right to receive the fair cash value is otherwise terminated. Such rights will be reinstated should the right to receive the fair cash value be terminated other than by the purchase of the shares.
The foregoing description of the procedures to be followed in exercising dissenters’ rights available to holders of shares of Powhatan Point common stock pursuant to Section 1701.85 of the OGCL may not be complete and is qualified in its entirety by reference to the full text of Section 1701.85 attached as Annex C to this proxy statement/prospectus. Ensuring perfection of dissenters’ rights can be complicated. The procedural rules are specific and must be followed precisely. A Powhatan Point shareholder’s failure to comply with these procedural rules may result in his or her becoming ineligible to pursue dissenters’ rights.
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PARTIES TO THE MERGER AGREEMENT
United Bancorp
United Bancorp is a bank holding company that conducts business through its wholly owned subsidiary, Unified Bank. United Bancorp had assets of  $514.8 million and shareholders’ equity of $45.0 million at June 30, 2018.
Unified Bank is an Ohio chartered bank, operating 18 full-service offices and numerous ATM locations in southeast Ohio and a loan production office in Wheeling, West Virginia. Unified Bank’s traditional banking activities include originating and servicing residential, non-residential real estate, commercial, home improvement and home equity and consumer loans and providing a broad range of depository and brokerage services. Unified Bank is a nonmember of the Federal Reserve System, is insured by the FDIC and is regulated by the ODFI.
Powhatan Point
Powhatan Point is a bank holding company that conducts business through its wholly owned subsidiary, First National. At June 30, 2018, Powhatan Point had assets of  $62.8 million and Shareholders’ equity of  $5.1 million.
The principal business of Powhatan Point is to operate First National, which is a wholly-owned subsidiary, and its principal asset. First National functions as an independent community, nationally chartered bank. First National provides customary retail and commercial banking services to its customers, including acceptance of deposits for demand, savings and time accounts, individual retirement accounts and servicing of such accounts; commercial, consumer and real estate lending, including installment loans, and safe deposit and night depository facilities. First National is a member of the Federal Reserve System, is insured by the FDIC and is regulated by the OCC. First National grants residential, installment and commercial loans to customers located primarily in Belmont County, Ohio and the surrounding area.
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THE MERGER
Terms of the Merger
Transaction Structure
United Bancorp’s and Powhatan Point’s boards of directors have unanimously approved the Merger Agreement. The Merger Agreement provides for the acquisition of Powhatan Point by United Bancorp through the merger of Powhatan Point with and into United Bancorp, with United Bancorp continuing as the surviving corporation. Immediately following the merger, First National will merge with and into Unified Bank with Unified Bank being the surviving bank.
Merger Consideration
Subject to certain potential adjustments discussed more thoroughly below, if the merger is completed, each Powhatan Point shareholder who has not properly exercised dissenters’ rights will receive in exchange for each Powhatan Point common share owned as of the effective date of the merger 6.9233 shares of the common stock of United Bancorp and $38.75 in cash, without interest. United Bancorp will not issue fractional shares to Powhatan Point shareholders. Instead, Powhatan Point common shareholders will receive for each fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the fraction of a share (after taking into account all shares of Powhatan Point common stock held by such shareholder at the effective time of the merger) of United Bancorp common stock the Powhatan Point shareholder would otherwise have been entitled to receive under the Merger Agreement by (ii) $13.06.
As of the record date for the special meeting of Powhatan Point shareholders, Powhatan Point had 52,955 Powhatan Point Shares issued and outstanding, which, assuming the absence of dissenting shareholders, would result in aggregate merger consideration of approximately 366,600 shares of United Bancorp common stock and $2.05 million in cash consideration. However, the Merger Agreement provides for certain potential negative adjustments to the amount of aggregate cash consideration payable to Powhatan Point shareholders based on: (i) the amount of Powhatan Point’s fees and other expenses related to the merger; (ii) the amount of certain compensation expense accruals required to account for the payment of executive bonuses prior to the merger’s closing and as otherwise needed to correct prior accounting inaccuracies; and (iii) the amount of Powhatan Point’s total shareholders’ equity as of the close of business on the merger closing date. Each of these cash consideration adjustments are discussed more thoroughly below.

Transaction-Related Expense Adjustment:   The Merger Agreement provides for a reduction in the amount of aggregate cash consideration payable to Powhatan Point shareholders by the amount of 50% of Powhatan Point’s transaction-related expenses up to $1.0 million and dollar-for-dollar for all amounts of Powhatan Point’s transaction-related expenses in excess of  $1.0 million (sometimes referred to herein as the “excess TRE adjustment”), less any after-tax benefit of such expenses as discussed below. The Merger Agreement defines transaction-related expenses as all transaction costs of Powhatan Point and its subsidiary necessary to consummate the merger, and it includes, but is not necessarily limited to, each of the following: (i) the aggregate fees and expenses of attorneys, accountants, consultants, financial advisors and other professional advisors advising Powhatan Point or its subsidiary in connection with the merger; (ii) the aggregate vendor contract termination fees and data processing deconversion expenses that will result from the consummation of the merger; and (iii) all costs and expenses of printing and mailing the proxy materials to Powhatan Point shareholders in excess of  $15,000. The after-tax benefit is the value likely to be realized by United Bancorp that arises directly from the tax deductions associated with expenses underlying the excess TRE adjustment. The basis for this adjustment is primarily to compensate for an unforeseen transaction-related expense that was discovered by United Bancorp during the due diligence period beginning after the execution of the initial indication of interest letter between the parties on March 12, 2018 and prior to the execution by the parties of the definitive Merger Agreement, which expense relates to a fee, currently estimated at $680,000, for the early termination of a key vendor agreement that will result from the merger of First National
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with and into Unified Bank. This agreement was originally entered into between First National and Fiserv Solutions, Inc. (now Fiserv Solutions, LLC) on March 12, 2012, was amended and renewed on January 23, 2017, and is currently in the second year of a ten year renewal term.
Example 1:   In the event that Powhatan Point’s aggregate transaction-related expenses equal $900,000, the reduction in aggregate cash consideration under the excess TRE adjustment would equal $450,000, less an estimated after-tax benefit of  $94,500, which would result in a per share cash consideration reduction of approximately $6.71 to Powhatan Point shareholders, meaning that Powhatan Point shareholders would receive approximately $32.04 in cash (plus the stock consideration) in exchange for each share of Powhatan Point common stock, less any additional reductions.
Example 2:   In the event that Powhatan Point’s aggregate transaction-related expenses equal $1.4 million, the reduction in aggregate cash consideration under the excess TRE adjustment would equal $900,000 ($500,000 for the first $1.0 million in transaction-related expenses and dollar-for-dollar for everything in excess of  $1.0 million), less an estimated after-tax benefit of $189,000, which would result in a per share cash consideration reduction of approximately $13.43 to Powhatan Point shareholders, meaning that Powhatan Point shareholders would receive approximately $25.32 in cash (plus the stock consideration) in exchange for each share of Powhatan Point common stock, less any additional reductions.
As of the most recently practicable date, Powhatan Point estimates that the aggregate amount of transaction-related expenses will be $915,000, but this figure is likely to change between the date of this proxy statement/prospectus and the effective date of the Merger.

Compensation Expense Accruals Adjustment:   The Merger Agreement provides for a dollar-for-dollar reduction in the amount of aggregate cash consideration payable to Powhatan Point shareholders for any required compensation expense accruals incidental to the merger, including, but not necessarily limited to, bonus payments for the 2018 fiscal year payable to William Busick and Theresa Stillion, prorated through the effective date of the merger, as well as any additional accruals necessary to correct prior period errors or inaccuracies. The basis for this adjustment is to compensate for certain accounting inaccuracies that were discovered by United Bancorp during the due diligence period beginning after the execution of the initial indication of interest letter between the parties on March 12, 2018 and prior to the execution by the parties of the definitive Merger Agreement. As part of its due diligence review of Powhatan Point during that period, United Bancorp discovered that Powhatan Point had, over the course of a 3 year period, inadvertently neglected to accrue for accounting purposes certain expense related to the executive endorsement split dollar agreements in place between First National and Mr. Busick and Ms. Stillion, respectively. This adjustment also takes into account bonuses payable to senior officers of Powhatan Point for the 2018 fiscal year, prorated through the effective date of the merger, the pre-closing portion of which the parties have agreed should be borne by Powhatan Point.
Example 1:   In the event that Powhatan Point’s aggregate required compensation expense accruals equal $250,000, the reduction in aggregate cash consideration under this adjustment would equal $250,000, less an estimated after-tax benefit of  $52,500, which would result in a per share cash consideration reduction of approximately $3.73 to Powhatan Point shareholders, meaning that Powhatan Point shareholders would receive approximately $35.02 in cash (plus the stock consideration) in exchange for each share of Powhatan Point common stock, less any additional reductions.
As of the most recently practicable date, Powhatan Point estimates that the aggregate amount of the required compensation expense accruals will be $203,000. In addition, the board of directors of Powhatan Point will likely determine to pay Mr. Busick and Ms. Stillion bonus awards for 2018, currently estimated at $36,667 for Mr. Busick and $29,583 for Ms. Stillion, the aggregate amounts of which bonuses come to approximately $49,687 on a prorated basis, assuming a closing date for the merger of October 1, 2018.
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Total Shareholder Equity Adjustment:   The Merger Agreement provides for a dollar-for-dollar reduction in the amount of aggregate cash consideration payable to Powhatan Point shareholders for the amount, if any, by which Powhatan Point’s total shareholders’ equity is below $5.0 million, calculated as of the close of business on the merger closing date. Total shareholders’ equity is defined under the Merger Agreement to mean the total consolidated shareholders’ equity of Powhatan Point, calculated in accordance with United States generally accepted accounting principles (“GAAP”) and reflecting the required accruals for all expenses paid or incurred or projected to be paid or incurred by Powhatan Point or its subsidiary, but excluding, for purposes of this adjustment, all Powhatan Point transaction-related expenses and the required compensation expense accruals discussed above (which would otherwise count against total shareholders’ equity for accounting purposes). The basis of this adjustment is to incentivize management of First National to continue to operate the bank in the ordinary of course of business and to maintain its relative financial condition during the period between the execution of the Merger Agreement and the closing of the merger.
As of June 30, 2018, Powhatan Point’s total shareholders’ equity, not taking into account any adjustments for transaction-related expenses and required compensation expense accruals, was $5,043,910. Assuming Powhatan Point meets or exceeds this amount as of the close of business on the merger closing date and its current estimates for transaction-related expenses ($915,000) and required compensation expense accruals ($255,000) remain accurate, Powhatan Point does not anticipate any reduction in the aggregate amount of cash consideration payable to Powhatan Point shareholders related to this adjustment provision.
Any negative adjustments to the aggregate cash consideration payable to Powhatan Point shareholders related to the excess TRE adjustment, required compensation expense accruals and total shareholders’ equity are cumulative. In the event that Powhatan Point’s current estimates remain accurate through the closing date of the merger, Powhatan Point expects an aggregate negative adjustment to the cash consideration of approximately $709,216, less an estimated after-tax benefit of  $148,935, which would result in a per share cash consideration reduction of approximately $10.58 per share, meaning that Powhatan Point shareholders would receive approximately $28.17 in cash (plus the stock consideration) in exchange for each share of Powhatan Point common stock. However, any estimates provided in this discussion are only estimates. While management of Powhatan Point has used its best efforts to estimate the amounts of the adjustments discussed herein, the actual results may differ significantly from such estimates. As a result, the actual reduction to the cash consideration could be greater than management’s estimates, resulting in the amount of cash consideration payable to Powhatan Point shareholders in connection with the merger being significantly less than $38.75 per share.
As mentioned above, the Merger Agreement provides for a positive adjustment to the amount of aggregate cash consideration payable to Powhatan Point shareholders to reflect certain after-tax benefits related to the Merger that accrue to the benefit of United Bancorp. The after-tax benefit adjustment increases the aggregate cash consideration payable to Powhatan Point shareholders by an amount equal to the value of any tax benefits likely to be realized by United Bancorp that arise directly from tax deductions applicable to the excess TRE adjustment and the required compensation expense accruals. The Merger Agreement provides that the after-tax benefit adjustment will be calculated by United Bancorp, in consultation with its independent auditors, as reasonably agreed to by Powhatan Point in consultation with its independent auditors. In the examples outlined above, the after-tax benefit is estimated to be 21% of the excess TRE adjustment and the required compensation expense accruals. However, this estimate is only an estimate and has been provided for illustrative purposes only. The actual amount of the after-tax benefit may differ significantly from management’s estimates due to the uncertainty regarding the exact types and amounts of expenses and accruals that will be used to calculate this adjustment and the complex nature of determining any after tax benefits thereof. As a result, the actual after-tax-benefit adjustment to the cash consideration could be less than management’s estimates, resulting in the amount of cash consideration payable to Powhatan Point shareholders under the example scenarios outlined above being significantly less than the estimates provided.
If the merger is completed, no guarantee can be made with respect to either the amount of per share cash consideration that Powhatan Point shareholders will receive or the value at the time of the closing of the stock consideration that they will receive. The value of the merger consideration you will receive in the form of
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United Bancorp common stock in exchange for your Powhatan Point common stock will depend on the market price of United Bancorp common stock on the date when you receive the shares of United Bancorp common stock.
Conversion of Shares; Exchange of Certificates
The conversion of Powhatan Point common stock into nothing more than the right to receive the merger consideration will occur automatically at the effective time of the merger. Within not more than five business days after the effective time of the merger, the exchange agent for the transaction will begin the process of exchanging shares of Powhatan Point common stock for the merger consideration to be received by Powhatan Point shareholders pursuant to the terms of the Merger Agreement.
Letters of Transmittal
Within five business days following the effective time of the merger, the exchange agent will send a letter of transmittal to each person who was a Powhatan Point shareholder at the effective time of the merger. This mailing will contain instructions on how to surrender shares of Powhatan Point common stock in exchange for the merger consideration the holder is entitled to receive under the Merger Agreement. Most shareholders will need to complete the letter of transmittal and return the completed letter and the certificates representing their Powhatan Point common stock to the exchange agent. If a certificate for Powhatan Point common stock has been lost, stolen or destroyed, the exchange agent will issue the merger consideration properly payable under the Merger Agreement upon receipt of  (i) appropriate evidence as to that loss, theft or destruction, (ii) appropriate evidence as to the ownership of the Powhatan Point common stock represented by that certificate by the claimant, and (iii) appropriate and customary indemnification. Once the exchange agent has received all documentation it needs from the former holder of Powhatan Point common stock, it will release and send the merger consideration payable to such person pursuant to the Merger Agreement.
Dividends and Distributions
Until Powhatan Point common stock certificates are surrendered for exchange, any dividends or other distributions with a record date after the effective time with respect to United Bancorp common stock into which shares of Powhatan Point common stock may have been converted will accrue but will not be paid. United Bancorp will pay to former Powhatan Point shareholders any such unpaid dividends or other distributions, without interest, only after they have duly surrendered their Powhatan Point stock certificates. After the effective time of the merger, there will be no transfers on the stock transfer books of Powhatan Point of any shares of Powhatan Point common stock. If any certificates representing shares of Powhatan Point common stock are presented for transfer after the effective time of the merger, they will be cancelled and exchanged for the merger consideration payable on account of the shares of Powhatan Point common stock represented by that certificate or evidence of book entry.
Dissenting Shares
Shares held by Powhatan Point shareholders who have perfected and not lost their dissenters’ rights in accordance with the procedures and requirements of Ohio law will not be converted into the right to receive the cash and stock consideration in accordance with the terms of the Merger Agreement, and will instead be entitled only to the rights granted by Ohio law. If any such Powhatan Point shareholder withdraws or loses his or her dissenters’ rights under Ohio law at or prior to the effective time of the merger, the shares of Powhatan Point common stock held by such shareholder will be converted into the right to receive the merger consideration as provided under the Merger Agreement. See section entitled “Rights of Dissenting Powhatan Point Shareholders.”
Background of the Merger
As part of Powhatan Point’s ongoing strategic planning process, the Powhatan Point board of directors regularly discussed issues impacting the future success of Powhatan Point. Among the issues discussed were the ability of Powhatan Point to compete against much larger banking institutions with greater financial resources and legal lending limits, the ability to grow or even maintain the earnings Powhatan Point had
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experienced based upon its current net interest margin in a low interest rate environment, management succession in all functional areas of Powhatan Point, including on the Powhatan Point board of directors, and the cost of complying with current and increasing banking and securities regulations. The directors also discussed the general limited liquidity in Powhatan Point’s common stock as a privately-held company with no listed or over-the-counter trading, and the importance of liquidity to its aging shareholder base.
Over the last several years, Powhatan Point had been approached from time to time by a number of financial institutions that inquired as to Powhatan Point’s interest in combining organizations including a general discussion between William Busick, Powhatan Point President, and Scott Everson, the CEO and President of United Bancorp, as discussed more fully below. None of those discussions resulted in specific definitive proposals and Powhatan Point continued to operate as an independent bank.
In February 2017, as part of the United Bancorp strategic planning process, the United Bancorp senior management team, consisting of Scott Everson, CEO, Matt Branstetter, COO, and Randy Greenwood, CFO, identified the First National Bank of Powhatan Point as being a potentially attractive target bank to acquire and requested that ProBank Austin, the financial advisor to United Bancorp, provide United Bancorp with an analysis and modelling of the relevant economic factors so that they could structure a potential offer. Shortly thereafter, the United Bancorp senior management team sought to schedule a meeting with representatives of the boards of directors of both Powhatan Point and First National, to discuss the potential merging of the banks.
On June 29, 2017, members of the United Bancorp senior management team had an initial meeting with Bill Busick, the President of First National, to discuss the potential of a business combination.
On July 26, 2017, Mr. Busick visited the main office of United Bancorp to meet with its senior management team. The discussion focused on more specific potential terms of an offer. At the conclusion of that meeting, Mr. Busick indicated that Powhatan Point’s next regular board meeting was scheduled for mid-August and that it would include, as an agenda item, a discussion of the potential opportunity with United Bancorp, and the board would determine whether there was any interest in furthering discussions. At that meeting, the members of the Powhatan Point board of directors determined not to pursue the potential transaction, and that it was in the best interest of Powhatan Point to remain independent at that time. On August 30, 2017, Mr. Busick contacted Mr. Everson via telephone to apprise him of the board’s determination.
In late 2017, the board of directors of Powhatan Point determined to secure a stock valuation to ascertain the fair market value of the company’s common stock. Based on those findings, coupled with the previously-mentioned issues of increased competition, bank operations, and limited stock liquidity, the board started to revisit the potential of seeking an affiliation with a larger institution.
No further discussions were held between the parties until late January, 2018 when Mr. Busick contacted Mr. Everson to indicate that Powhatan Point’s board had determined to reopen discussions regarding a potential merger of the two companies. Issues related to succession planning and the need for additional capital to support growth were significant factors in the board’s determination to reopen discussions.
On February 1, 2018, Mr. Busick, along with directors Dennis Hendershot and Carl “Doc” Novak, met with Mr. Everson and the other members of the United Bancorp senior management team at the main office of United Bancorp. The primary focus of the discussion at that meeting was the potential financial and organizational structures of the transaction. After that meeting, Mr. Everson and the other members of the United Bancorp senior management team requested that Craig Mancinotti of ProBank Austin assist in the development of an “indication of interest” letter outlining the basic terms of the proposed transaction.
On February 13, 2018, United Bancorp’s board met with its management team to review proposed indication of interest. The board approved management’s recommendation to submit the indication of interest. On February 14, 2018, United Bancorp submitted the indication of interest, offering to acquire Powhatan Point for a combination of cash and stock consideration pursuant to which Powhatan Point shareholders would receive 7.0161 shares of United Bancorp common stock and $39.27 in cash for each outstanding share of Powhatan Point common stock. The offer provided for a fixed exchange ratio. On February 14, 2018, Mr. Busick met with the United Bancorp senior management team to discuss the terms outlined in the indication of interest letter and indicated that he would present it to the Powhatan Point board of directors for its consideration.
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On February 21, 2018, the board of directors of Powhatan Point held a meeting to review the proposed indication of interest letter submitted by United Bancorp. Overall, there was not unanimous support to accept the indication of interest letter at that time.
On February 22, 2018, Mr. Busick contacted Mr. Everson to indicate that the board of directors did not accept the terms of the proposed indication of interest letter. Mr. Busick indicated that he explained to the board of directors his belief that it was in the best interest of Powhatan Point to partner with United Bancorp, especially in light of the company’s most pressing concerns relating to succession planning and capital.
On March 1, 2018, Mr. Busick contacted Mr. Everson to request a meeting between the senior management team of United Bancorp and the board of directors of Powhatan Point to discuss the terms of the offer.
On March 5, 2018, Mr. Everson and the other members of the United Bancorp senior management team met with the Powhatan Point board of directors at the main office of First National. At that meeting, which lasted approximately one and a half hours, the United Bancorp management team reviewed the terms of the offer with the board and addressed their questions.
On March 12, 2018, the Powhatan Point board of directors adopted resolutions authorizing and directing Mr. Busick to accept and deliver the indication of interest to United Bancorp and to commence negotiation with United Bancorp of a definitive agreement consistent with the indication of interest.
March 12, 2018, Mr. Busick executed the letter of intent on behalf of Powhatan Point and delivered it Mr. Everson and the United Bancorp senior management team at the main offices of United Bancorp.
On March 29, 2018, Dinsmore & Shohl LLP (“Dinsmore”), counsel to Powhatan Point, had preliminary discussions with Mr. Busick regarding various factors to consider in connection with a potential transaction and the process for initiating such a transaction, including retaining an investment banking firm. On April 6, 2018, Dinsmore was engaged by the Powhatan Point board of directors to assist with matters associated with the potential merger.
On April 2, 2018, a representative from CAMELS met with members of the Powhatan Point board of directors so that the board could evaluate the firm’s qualifications to be retained as Powhatan Point’s financial advisor. At the conclusion of that meeting, the Powhatan Point board discussed the qualifications of the investment banking firm, deliberated and decided to retain CAMELS as financial advisor to assist Powhatan Point in evaluating its strategic options and negotiating with United Bancorp. The board authorized and directed Mr. Busick to negotiate an acceptable engagement letter to retain CAMELS. After negotiation of the engagement letter, CAMELS was subsequently engaged.
On March 21, 2018, Mr. Busick met with members of the United Bancorp senior management team to review a due diligence check list and to set the appropriate scope for the upcoming due diligence. On March 30, 2018, the United Bancorp senior management team held a conference call with Craig Mancinotti and Vince Van Nevel of ProBank Austin to discuss the engagement of ProBank Austin to assist in the due diligence process. ProBank Austin was thereafter engaged to perform the merger-related due diligence on behalf of United Bancorp, which was conducted over three day period in early April. They reviewed a number of documents including, business plans, budgets, minutes of the board of directors and various committees of Powhatan Point and First National, policies, financial projections and additional items. The due diligence review showed no specific areas of concern that called into question the ability of United Bancorp to consummate the transaction or the condition of United Bancorp generally. During this time, United Bancorp continued its due diligence review of Powhatan Point through the data room and conversations with Powhatan Point’s management. The due diligence review brought forth additional discussions focusing on Powhatan Point’s data processing agreement, accounting accruals and additional shares of outstanding Powhatan Point common stock requiring an adjustment to the proposed exchange ratio outlined in the indication of interest letter.
Shumaker, Loop & Kendrick, LLP (“Shumaker”), as counsel for United Bancorp, prepared a draft of the Merger Agreement and delivered it to Dinsmore, as counsel to Powhatan Point, on April 9, 2018.
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During the end of April and month of May, Dinsmore and CAMELS had several discussions with Mr. Busick to review the results of the due diligence investigation of United Bancorp, an initial overview of the Powhatan Point merger agreement relative to the indication of interest letter and the likely process through signing of the merger agreement, employee meeting and announcement and reporting of the transaction.
The parties continued their negotiation of the Merger Agreement and exchanged numerous drafts of the Merger Agreement and their respective disclosure schedules regarding the same through June 11, 2018.
The board of directors of United Bancorp met on the morning of June 12, 2018 with Mr. Mancinotti of ProBank Austin and Mr. Mack of Shumaker to review the Merger Agreement. At this meeting, Mr. Mancinotti reviewed the financial aspects of the proposed transaction, and Mr. Mack discussed the structure of the Merger Agreement and discussed with the board the more significant terms of the Merger Agreement in greater detail. The board discussed the merger in detail and, then, the board unanimously approved the Merger Agreement.
The board of directors of Powhatan Point also met on June 12, 2018 starting at 1:00 PM. All of the members of the board of directors were present with Dr. Carl Novak participating by telephone. Representatives of Dinsmore and CAMELS were also in attendance. At this meeting, CAMELS reviewed the financial aspects of the proposed transaction and rendered to the Board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by CAMELS as set forth in its opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Powhatan Point common stock. (See “The Merger Opinion of Powhatan Point’s Financial Advisor” below).
After the conclusion of CAMELS’s presentation, the board received the form of the Merger Agreement and, with the assistance of Dinsmore, reviewed it in significant detail, confirming that the form of the Merger Agreement corresponded to the terms established in the initial indication of interest and that it was typical for transactions of this type. The board reviewed the structure of the transaction, the representations and warranties, restrictions on the operations of Powhatan Point and First National between signing and closing, conditions to closing and related matters. After the review of the Merger Agreement, the board, with Dinsmore participating, discussed the transaction, posed questions to counsel and further deliberated. Thereafter, the board received and considered resolutions concerning the transaction. The members of the board unanimously approved the Merger Agreement and transactions set forth therein and authorized Mr. Busick to execute and deliver the Merger Agreement and take the other actions necessary to effect the transaction. The meeting was adjourned at approximately 3:00 PM.
The parties agreed to execute the Merger Agreement effective June 14, 2018. A meeting of the employees of First National was held at 5:00 PM on June 14 to announce the transaction to them. Mr. Everson and other members of United Bancorp’s management team were present for that meeting.
Powhatan Point’s Reasons for the Merger; Board Recommendation
Powhatan Point’s board of directors believes that the merger transaction with United Bancorp is consistent with Powhatan Point’s goal of enhancing shareholder value and providing liquidity for the holders of Powhatan Point common stock. In addition, the board of directors believes that the merger with United Bancorp addresses the board’s desire that any potential transaction be deemed in the best interest of the customers and employees of First National and the communities Powhatan Point serves.
In reaching its decision to adopt and approve the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement, and to recommend that its shareholders approve the Merger Agreement, Powhatan Point’s board of directors consulted with Powhatan Point management, as well as its financial and legal advisors, and considered a variety of factors, including the following:

The increase in liquidity to Powhatan Point shareholders as a thinly traded company. United Bancorp stock is traded and listed on NASDAQ.

The expected results to Powhatan Point shareholders from continuing to operate as an independent community banking institution compared with the value of the merger consideration offered by United Bancorp.
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That the majority of the merger consideration would be paid to Powhatan Point shareholders in the form of common stock of United Bancorp, which would provide those shareholders receiving such stock with an opportunity to participate in any possible future earnings and appreciation in the value of the combined company.

The opinion, dated June 12, 2018, of CAMELS to the Powhatan Point Board of Directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Powhatan Point common stock of the merger consideration in the proposed merger, as more fully described below under “Opinion of Powhatan Point’s Financial Advisor”;

That the merger is intended to qualify as reorganization under Section 368 of the Internal Revenue Code.

The expectation that the merger should result in economies of scale, cost savings, and efficiencies to the combined company.

The board of directors’ view of the current and prospective economic, competitive, and regulatory environment facing the financial services industry, generally, and each of Powhatan Point and United Bancorp in particular.

The expected benefit to Powhatan Point customers resulting from the greater depth of banking services that would become available to them as a result of the combination with United Bancorp.

The belief that United Bancorp shares Powhatan Point’s community banking philosophy.

Powhatan Point’s favorable impressions of the experience and capability of United Bancorp’s management team.

Satisfactory results of Powhatan Point’s summary due diligence review of United Bancorp.

The anticipated effect of the acquisition on Powhatan Point’s employees;

The anticipated effect on Powhatan Point’s customers and the communities served by Powhatan Point including the benefit of having a significantly larger lending limit with which to serve Powhatan Point customers;

The belief, based on historical information with respect to United Bancorp’s business, earnings, operations, financial condition, prospects, capital levels, and asset quality, that the combined company has the ability to grow as an independent community financial institution that will be positioned to take advantage of multiple strategic options in the future and increase shareholder value.

The expectation that the merger would likely be approved by the regulatory authorities and by the shareholders of Powhatan Point in a timely manner.
The foregoing discussion of the information and factors considered by the Powhatan Point board of directors is not intended to be exhaustive, but includes the material factors they considered in arriving at this determination to adopt and approve the Merger Agreement and the transactions it contemplates and recommend that the Powhatan Point shareholders vote to approve it. The Powhatan Point board did not assign any relative or specific weights to the above factors and individual directors may have given different weights to different factors.
Powhatan Point shareholders should be aware that Powhatan Point’s directors and executive officers have interests in the merger that are different from, or in addition to, those of other Powhatan Point shareholders. The board of directors of Powhatan Point was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, and in recommending that the merger proposal be approved by the shareholders of Powhatan Point. See “The Merger — Interests of Certain Persons in the Merger” on page 50.
This summary of the reasoning of the board of directors of Powhatan Point and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Forward-Looking Statements” on page 22.
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For the reasons set forth above, the board of directors of Powhatan Point believes that the merger is fair to and in the best interests of Powhatan Point and its shareholders, and, as a result, the directors of Powhatan Point unanimously recommend that Powhatan Point shareholders vote “FOR” the adoption and approval of the Merger Agreement and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.
United Bancorp’s Reasons for the Merger
In order to improve profitability and shareholder value, management believes United Bancorp needs to pursue growth both organically, by selling more products and services through its existing banking offices, as well as through acquisitions when prudent opportunities arise. In February 2017, as part of the United Bancorp strategic planning process, the United Bancorp senior management team, consisting of Scott Everson, CEO, Matt Branstetter, COO, and Randy Greenwood, CFO, identified the First National Bank of Powhatan Point as being a potentially attractive target bank to acquire. In pursuing its acquisition strategy with respect to Powhatan Point, United Bancorp was focused on seeking an opportunity in a geographic area complementary to its existing markets and in communities that management believes would be receptive to its traditional community banking approach. At that time, management requested that ProBank Austin, the financial advisor to United Bancorp, provide United Bancorp with an analysis and modelling of the relevant economic factors so that United Bancorp could structure a potential offer for submission to Powhatan Point.
United Bancorp senior management recognized the acquisition of Powhatan Point as an opportunity for it to solidify its branch presence within the Belmont County Ohio market through the acquisition of an existing brick and mortar office with approximately $45 million in deposits, a meaningful presence that would take a significant time to achieve through de novo branching. United Bancorp believes it can enhance the relationships already established by Powhatan Point by offering products and services not presently offered by Powhatan Point, including brokerage services. The expanded market presence that United Bancorp will derive from the merger also provides further opportunities for growth and profitability.
To assist the Board in analyzing the financial impact on United Bancorp of a possible Powhatan Point merger, United Bancorp retained ProBank Austin as its financial advisor. A number of possible pricing scenarios were developed by ProBank Austin to evaluate the impact of the potential Powhatan Point acquisition on United Bancorp’s future earnings per share, capital position and other items of significance to United Bancorp and its shareholders.
In deciding to approve the terms and conditions of the merger agreement with Powhatan Point, the United Bancorp Board consulted with management, as well as its financial and legal advisors, and considered a number of factors, including, without limitation, the following:
(i)
The merger will facilitate the natural and logical expansion of United Bancorp’s business in southeastern Ohio;
(ii)
Powhatan Point’s consistent core profitability, strong regulatory capital levels, minimal nonperforming assets, and strong core deposit base;
(iii)
The merger will increase United Bancorp’s asset size by approximately $62.3 million on a pro forma basis (as of June 30, 2018), creating additional opportunities to benefit from economies of scale and provide opportunities for asset growth and earnings growth in an extremely competitive environment; and
(iv)
Powhatan Point’s management philosophies and its reputation of excellent customer service are consistent with United Bancorp’s emphasis on local decision-making, community banking, quality staff and a customer-centric service culture.
The United Bancorp Board considered many different factors in its evaluation and did not believe it was practical to, and did not quantify or otherwise assign relative weights to, the individual factors considered in reaching its determination.
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Opinion of Powhatan Point’s Financial Advisor
Powhatan Point’s board of directors engaged CAMELS Consulting Group, LLC (“CAMELS”) to render financial advisory and investment banking services to Powhatan Point, including an opinion to the Powhatan Point board of directors as to the fairness, from a financial point of view, to the holders of Powhatan Point common stock of the merger consideration to be received by such shareholders in the proposed merger of Powhatan Point with and into United Bancorp. Powhatan Point selected CAMELS because CAMELS is a recognized firm with substantial experience in transactions similar to the merger. As part of its investment banking business, CAMELS is continually engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and establishing fair market value.
As part of its engagement, CAMELS’s principal attended the meeting of the Powhatan Point board held on June 12, 2018, at which the Powhatan Point board evaluated the proposed merger. At this meeting, CAMELS reviewed the financial aspects of the proposed merger and rendered to the Powhatan Point board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by CAMELS as set forth in its opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Powhatan Point common stock. The Powhatan Point board approved the Merger Agreement at this meeting.
The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by CAMELS in preparing the opinion.
CAMELS’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Powhatan Point board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration in the merger to the holders of Powhatan Point common stock. It did not address the underlying business decision of Powhatan Point to engage in the merger or enter into the Merger Agreement or constitute a recommendation to the Powhatan Point board in connection with the merger, and it does not constitute a recommendation to any holder of Powhatan Point common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter (including, with respect to holders of Powhatan Point common stock, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, shareholders’ or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.
In connection with the opinion, CAMELS reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Powhatan Point and United Bancorp and bearing upon the merger, including, among other things:

Initial draft of the Merger Agreement dated April 19, 2018 (the most recent draft then made available to CAMELS);

the unaudited financial statements for the two fiscal years ended December 31, 2017 of Powhatan Point;

the audited financial statements and the Annual Reports for the two fiscal years ended December 31, 2017 and 2016 of United Bancorp;

certain publicly available regulatory filings of Powhatan Point, First National, United Bancorp and Unified Bank;

certain other interim reports and other communications of Powhatan Point and United Bancorp to their respective shareholders; and

other financial information concerning the businesses and operations of Powhatan Point and United Bancorp that was furnished to CAMELS by Powhatan Point and United Bancorp or which CAMELS was otherwise directed to use for purposes of CAMELS’s analyses.
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CAMELS’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

the historical and current financial position and results of operations of Powhatan Point and United Bancorp;

the assets and liabilities of Powhatan Point and United Bancorp;

the nature and terms of certain other merger transactions and business combinations in the banking industry;

a comparison of certain financial and stock market information specific to United Bancorp with similar information for certain other companies the securities of which were publicly traded; and

estimates regarding certain pro forma financial effects of the merger on United Bancorp based on, without limitation, the cost savings and related expenses determined by the management of United Bancorp, and used and relied upon by CAMELS based on such discussions, at the direction of Powhatan Point management and with the consent of the Powhatan Point board.
CAMELS also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. CAMELS also participated in discussions that were held with the respective managements of Powhatan Point and United Bancorp regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as CAMELS deemed relevant to its inquiry. In addition, CAMELS considered the results of other transactions of similar asset size of Powhatan Point in determination of identified transactional values.
In conducting its review and arriving at its opinion, CAMELS relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. CAMELS relied upon the management of Powhatan Point as to the reasonableness and achievability of the financial and operating forecasts and projections of Powhatan Point (and the assumptions and bases therefor) that were discussed with CAMELS and CAMELS assumed that such forecasts and projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. CAMELS further relied, with the consent of Powhatan Point, upon United Bancorp management as to the reasonableness and achievability of the publicly available operating projections of United Bancorp referred to above, as well as discussion of estimates regarding certain pro forma financial effects of the merger on United Bancorp (and the assumptions and bases therefor, including, without limitation, the cost savings and related expenses expected to result or be derived from the merger) referred to above, and CAMELS assumed that all such information was reasonably assessed on bases reflecting, or in the case of the United Bancorp projections referred to above that such estimates were consistent with, the best currently available estimates and judgments of United Bancorp management and that the forecasts, projections and estimates reflected in such discussions would be realized in the amounts and in the time periods estimated.
CAMELS assumed, based on discussions with the respective managements of Powhatan Point and United Bancorp and with the consent of the Powhatan Point board, that all such information provided a reasonable basis upon which CAMELS could form its opinion and CAMELS expressed no view as to any such information or the assumptions or bases therefor. CAMELS relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.
CAMELS also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Powhatan Point or United Bancorp since the date of the last financial statements of each such entity that were made available to CAMELS.
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CAMELS assumed, in all respects material to its analyses:

that the merger and any related transactions (including the bank merger) would be completed substantially in accordance with the terms set forth in the Merger Agreement (the final terms of which CAMELS assumed would not differ in any respect material to CAMELS’s analyses from the draft reviewed by CAMELS referred to above) with no adjustments to the merger consideration;

that the representations and warranties of each party in the Merger Agreement and in all related documents and instruments referred to in the Merger Agreement were true and correct;

that each party to the Merger Agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

that there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transaction and that all conditions to the completion of the merger and any related transaction would be satisfied without any waivers or modifications to the Merger Agreement or any of the related documents; and

that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transaction, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Powhatan Point, United Bancorp or the pro forma entity, or the contemplated benefits of the merger, including the cost savings and related expenses expected to result or be derived from the merger.
CAMELS’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, to the holders of Powhatan Point common stock, of the merger consideration to be received by such holders in the merger. CAMELS expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the subsidiary bank merger), including without limitation, the form or structure of the merger (including the form of the merger consideration or the allocation thereof between cash and stock) or any related transaction, any consequences of the merger or any related transaction to Powhatan Point, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. CAMELS’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to CAMELS through such date. Developments subsequent to the date of CAMELS’s opinion may have affected, and may affect, the conclusion reached in CAMELS’s opinion and CAMELS did not and does not have an obligation to update, revise or reaffirm its opinion. CAMELS’s opinion did not address, and CAMELS expressed no view or opinion with respect to:

the underlying business decision of Powhatan Point to engage in the merger or enter into the Merger Agreement;

the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by Powhatan Point or the Powhatan Point board;

the fairness of the amount or nature of any compensation to any of Powhatan Point’s officers, directors or employees, or any class of such persons, relative to the compensation to the holders of Powhatan Point common stock;

whether United Bancorp has sufficient cash, available lines of credit or other sources of funds to enable it to pay the aggregate amount of the cash consideration to the holders of Powhatan Point common stock at the closing of the merger;

the actual value of United Bancorp common stock to be issued in the merger;

the prices, trading range or volume at which Powhatan Point common stock or United Bancorp common stock would trade following the public announcement of the merger or the prices, trading range or volume at which United Bancorp common stock would trade following the consummation of the merger;
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any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the Merger Agreement; or

any legal, regulatory, accounting, tax or similar matters relating to Powhatan Point, United Bancorp, their respective shareholders, or relating to or arising out of or as a consequence of the merger or any related transaction (including the subsidiary bank merger), including whether or not the merger would qualify as a tax-free reorganization for United States federal income tax purposes.
In performing its analyses, CAMELS made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of CAMELS, Powhatan Point and United Bancorp. Any estimates contained in the analyses performed by CAMELS are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the CAMELS opinion was among several factors taken into consideration by the Powhatan Point board in making its determination to approve the Merger Agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Powhatan Point board with respect to the fairness of the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between Powhatan Point and United Bancorp and the decision to enter into the Merger Agreement was solely that of the Powhatan Point board.
In connection with its opinion, CAMELS presented to the Powhatan Point board in summary form M&A transactions that have occurred within the Midwest over the course of approximately the past two years. The financial analysis within the table provided below sets forth a comparative transactional detail for similar asset sized institutions. The table alone does not constitute a complete description of the financial analyses performed. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, CAMELS did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, CAMELS believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.
For purposes of the financial analyses described below, CAMELS utilized an implied value of the merger consideration of  $129.17 per share of Powhatan Point common stock, comprised of both stock and cash. Price adjustments were made to the Indication of Interest due to a re-calculation of outstanding shares of Powhatan Point. Specifically outstanding shares were increased from 52,255 to 52,955. This resulted in a cash per share deal value of  $38.75, Stock Per Share Deal Value of  $90.42 for a combined Per Share Deal Value of  $129.17. Cash component consisting of the $38.75 per share of Powhatan common and the implied value of the stock consideration of 6.9233 shares of United Bancorp common stock for each share of Powhatan common stock, based on the closing price of United Bancorp common stock on February 14, 2018 of  $13.06 per share. Outstanding shares of Powhatan Point was calculated at 52,955. Aggregate deal value was calculated at $6,840,180. The formula for the exchange of Powhatan common shares for United Bancorp was set at $13.06 per share. Deal value to Powhatan shareholders is dependent on the closing price of United Bancorp (publicly traded on NASDAQ under the trading symbol UBCP). The value associated with the exchange of shares between Powhatan and United Bancorp is dependent on the trading value of UBCP, as a publicly traded stock. United Bancorp common stock on July 12, 2018 had a high of  $13.18, a low of  $13.10 and closed at $13.18.
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Powhatan Point Selected Companies Analyses.   Using publicly available information, CAMELS compared the results of merger and acquisitions of twenty-one (21) announced transactions of similar sized institutions of Midwestern-based sellers under $100 million in assets and a positive trailing 12 month ROA for which pricing terms were disclosed. Powhatan Point is not a publicly traded company but privately held with limited information on internally managed stock trades. The small asset size of Powhatan (approximately $59,000,000 as of March 31, 2018) was also a determinant factor in utilizing an expanded Midwestern view of announced transactions (see table below) from January 1, 2016 to January 25, 2018 due to limited number of overall transactions in order to evaluate fairness of proposed transaction.
The following table represents selected bank and thrift M&A transactions in the Midwest announced during the period of 1/1/2016-1/25/2018. The representative transactions are for selling institutions of less than $100 million, LTM ROAA of greater than 0%, and excludes terminated deals and those of Bankers’ Banks. CAMELS identified the following financial measurements in listed comparative transactions.
Seller Financial Statistics; Deal Statistics; Deal Valuation
Buyer
Seller
State
Total
Assets
($000)
LTM
ROAA
LTM
ROAE
Annc.
Date
Deal
Value
($Mil)
Type(1)
Tangible
Book
Southern Missouri Bncp
Southern Missouri Bcshs
MO $ 91,082 1.15% 1.15% 08/18/17 $ 14.9
C, CS
138%
First Savings Fncl Group
Dearmin Bancorp Inc. IN $ 99,228 0.74% 9.43% 07/21/17 $ 10.6 C 148%
Ozarks Heritage Finl Grp
Financial Enterprises MO $ 69,956 0.45% 3.44% 07/11/17 $ 7.4 C, CS,
DS, U
111%
Royal Bancshares Inc.
St Bk of Cazenovia WI $ 37,461 0.36% 2.11% 04/04/17 $ 6.7 C 105%
Farmers Ntnl Banc Corp.
Monitor Bancorp Inc. OH $ 43,229 0.67% 4.96% 03/13/17 $ 7.8
C, CS
130%
Connections Bancshares 
Kirksville Bancorp Inc. MO $ 57,958 0.88% 8.28% 02/22/17 $ 3.6
C, CS
89%
WB Bancorp Inc.
MC Bancorp Inc. IL $ 48,979 0.45% 4.46% 01/31/17 $ 5.5 C 115%
First Belleville Bcshs
Palco Bankshares Inc. KS $ 61,397 1.08% 7.88% 12/14/16 $ 8.0 C 106%
Merchants Bancorp
Bluestem Devl Corp. IL $ 43,330 0.58% 5.75% 11/15/16 $ 5.0 C 115%
Central Kansas Bncshrs 
Roxbury Bank KS $ 15,654 0.48% 4.54% 10/28/16 $ 2.0 C 115%
Central Bancompany
Bank Star One MO $ 87,564 0.62% 5.21% 08/19/16 $ 13.5 C 129%
Horizon Bancorp
CNB Bancorp IN $ 56,413 0.26% 1.26% 07/12/16 $ 5.3
C, DS
108%
Mackinac Fncl Corp
Niagara Bancorp. Inc. WI $ 68,440 0.40% 3.82% 05/24/16 $ 3.6
C, DR
99%
HNB National Bank
Farmers St Stanberry MO $ 57,474 0.96% 7.17% 05/11/16 $ 9.0 C 113%
Lizton Financial
Corp. 
Indiana Business Bncp IN $ 63,274 0.99% 5.98% 04/26/16 $ 12.4 C 103%
Bellwood Cmnty Hldg Co.
Hassenstab Mgmt Co. NE $ 27,594 0.49% 4.61% 03/25/16 $ 4.4 C 132%
First State Bancorp Inc .
First Safety Bank OH $ 49,042 0.52% 2.56% 03/24/16 $ 12.2 C 119%
Columbia Bancshares
Clarence State Bank MO $ 20,076 0.60% 2.92% 03/16/16 $ 5.2 C 124%
First Cmnty Finl Partners
Mazon State Bank IL $ 84,590 0.12% 1.43% 03/14/16 $ 8.5 C 114%
Sandhills Fncl Svcs LLC
Keystone Investment NE $ 67,915 0.89% 7.86% 02/22/16 $ 11.0
C, DS
139%
Elkcorp Inc.
Baileyville Bancshares KS $ 42,854 0.46% 5.06% 02/01/16 $ 5.3 C 37%
Average $ 56,834 0.63% 5.19% 119%
25th Percentile $ 43,229 0.45% 3.44% 81.9% 108%
Median $ 57,474 0.58% 4.96% 76.4% 115%
75th Percentile $ 68,440 0.88% 7.17% 68.1% 130%
Powhatan Point Community Bancshares, Inc.(1)
OH $ 56,319 0.53% 5.91% 06/12/18 $ 6.8
C, CS
133%
(1)
Deal Consideration Type based on the following: C = Cash, CS = Common Stock, DR = Debt Repaid, DS = Dividend to Seller, U = Unclassified
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Note:   S-Corporation selling companies have been adjusted to C-Corporation status (including pricing multiples). Assumes 34% tax rate. For transactions with seller’s total assets under $1 billion, financial statistics may be reported for the lead bank subsidiary and may not reflect consolidated company performance.
Source:   All data from S&P Global Market Intelligence, a division of S&P Global (Based on price-to-core earnings multiple if available).and Industry Sector Sources
A review of the identified announced merger and acquisition transactions in the table above within the period described places Powhatan Point above the 75th percentile with a deal valuation of Price to Book of 133% and a total deal value of  $6,840,180. Comparison transactions are identified in the Deal Statistics and Deal Valuation columns in the table above. The Seller Financial Statistics column, which takes into account asset size, places Powhatan Point in the Median Percentile. A comparison of Return on Average Assets places Powhatan Point slightly above the 25th Percentile. However, correlating stock prices of privately held institutions is not feasible due to the fact that transactional pricing is not disclosed. Therefore, the primary benchmark available to CAMELS is Total Deal Value which offers shareholders of Powhatan Point a return in the upper percentile of known offered transactions.
To further expand on this analysis, CAMELS used key performance indicators (KPIs) associated with financial institutions and other financial information for, as of, or, in the case of latest 12 months (LTM) information, though, the most recent completed quarter (MRQ) available (which in the case of Powhatan Point was the fiscal quarter ended December 31, 2017. Where consolidated holding company level financial data for Powhatan Point was reported and supported with subsidiary bank level data, as utilized to calculate a per share common valuation value on a minority basis. Certain financial data prepared and utilized by CAMELS, may not correspond to the data presented in Powhatan Point’s historical financial statements as a result of the different periods, assumptions and methods used by CAMELS to compute the financial data presented. CAMELS relied on KPIs of institutions the asset size of Powhatan Point to include but not limited to return on assets (ROA), return on equity (“ROE”), loan to deposit (LTD), Efficiency Ratio, and Income Growth. CAMELS also utilized industry formulas associated with Shareholder Equity, Income and as feasible per share value. Each category utilized specific multiples representative of an institutions asset size, forward earnings, and market levels associated with respective common stock.
CAMELS’s analysis showed the following concerning the financial performance of Powhatan Point and the selected companies. The ROA for the twenty-one institutions was 0.63% and the average price to tangible book value (P/TBV) was 119%. The median ROA was 0.58% and median P/TBV was 115%. The 75th percentile ROA was 0.88% and the corresponding P/TBV was 130%. Powhatan Point has consistently performed around 0.50% ROA over the past number of years with year-end ROA of 0.53%. No company listed as a comparison in the above selected companies’ analysis is identical to Powhatan Point. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.
No company used as a comparison in the above selected companies’ analysis from a position of acquirer is identical to United Bancorp. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.
Select Transactions Analysis.   CAMELS reviewed publicly available information on the transactions identified in the table above. The table is comprised of selected bank and thrift transactions announced since January 1, 2015 with transaction values were between $20 million and $100 million, acquired companies headquartered in the Midwest region and acquirers’ traded on NASDAQ, the New York Stock Exchange or the NYSE American Exchange. Acquisitions of distressed targets and merger of equals transactions were excluded from the selected transactions.
For each selected transaction, CAMELS derived the following implied transaction statistics, as summarized in the table above, based on the transaction consideration value paid for the acquired company:

Price per common share to LTM earnings per share (EPS) of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by LTM earnings); and
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Price per common share to TBV per share of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity).
The above transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the implied transaction value (cash and stock) for the proposed merger of  $129.17 per share of Powhatan Point common stock. and using historical financial information for Powhatan Point as of December 31, 2017.
No company or transaction used as a comparison in the above selected transaction analysis is identical to Powhatan Point or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.
Forecasted Pro Forma Financial Impact Analysis.   CAMELS performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of United Bancorp and Powhatan Point. Using balance sheets for fiscal year 2017 for United Bancorp and Powhatan Point, an assumed long-term earnings growth rate provided by United Bancorp management, financial and operating forecasts and projections of Powhatan Point prepared by Powhatan Point management and pro forma assumptions (including certain purchase accounting adjustments, cost savings and related expenses) provided by United Bancorp management, CAMELS analyzed the potential financial impact of the merger on certain projected financial results of United Bancorp. This analysis indicated the merger could be accretive to United Bancorp’s estimated 2018 EPS and estimated 2019 EPS and dilutive to United Bancorp’s estimated tangible book value per share, as of December 31, 2018. Furthermore, the analysis indicated that each of United Bancorp’s tangible common equity to tangible assets ratio, leverage ratio, Common Equity Tier 1 Ratio, Tier 1 Risk-Based Capital Ratio and Total Risk Based Capital Ratio, as of December 31, 2018 could be lower. For all of the above analysis, the actual results achieved by United Bancorp following the merger may vary from the projected results, and the variations may be material.
Miscellaneous.   CAMELS acted as financial advisor to Powhatan Point and not as an advisor to or agent of any other person. As part of its investment banking business, CAMELS is continually engaged in the valuation of bank and bank holding company securities in connection with negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, acquisitions, and valuations for various other purposes. As specialists in the securities of banking companies, CAMELS has experience in, and knowledge of, the valuation of banking enterprises. In the ordinary course of their valuation business, CAMELS is not a licensed broker-dealer and does not buy or sell securities. CAMELS does not hold long or short positions in either Powhatan Point or United Bancorp. CAMELS does not buy or sell, debt or equity securities of Powhatan Point or United Bancorp for its and their own accounts. CAMELS’s principal does not maintain individual positions in Powhatan Point common stock and United Bancorp common stock.
Pursuant to the CAMELS engagement agreement, Powhatan Point agreed to pay CAMELS a total cash fee not to exceed $35,000 of which became payable to CAMELS with the rendering of its opinion and preparation of the fairness opinion and the balance of which is payable in the completion of various merger processes. Powhatan Point also agreed to reimburse CAMELS for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify CAMELS against certain liabilities relating to or arising out of CAMELS’s engagement or CAMELS’s role in connection therewith. Other than in connection with this present engagement, CAMELS provided an independent stock valuation report of the fair market value (minority interest) of the common stock of Powhatan Point in November of 2017, at the request of the president/CEO of Powhatan Point. CAMELS in preparation of the report was not aware of merger discussions with United Bancorp. During the two years preceding the date of its opinion, CAMELS has not provided investment banking and financial advisory services to United Bancorp. CAMELS may in the future provide financial advisory services to United Bancorp and receive compensation for such services.
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Management and Board of Directors of United Bancorp After the Merger
Upon completion of the merger, the directors and executive officers of United Bancorp are expected to continue in their current positions, with the exception of the addition of Dr. Carl A. Novak, DDS, a current director of Powhatan Point, who has been chosen by United Bancorp in consultation with Powhatan Point to be appointed as a director of both United Bancorp and Unified Bank pursuant to the Merger Agreement. Dr. Novak, age 73, graduated from The Ohio State University College of Dentistry in 1971 and has been practicing in Clarington, Ohio for 47 years. Dr. Novak has served as a director of Powhatan Point since October 17, 1979.
Dr. Novak has been deemed “independent” by the United Bancorp board of directors, according to NASDAQ listing standards. Following the merger, Dr. Novak, as a non-employee director of United Bancorp, will receive an annual retainer of  $7,500 and a fee of  $1,252 for each board meeting attended for either United Bancorp or Unified Bank and will also be eligible to participate in the United Bancorp and Affiliate Bank Directors and Officers Deferred Compensation Plan and the United Bancorp 2018 Stock Incentive Plan. Dr. Novak may also receive attendance fees for specific committee meetings depending upon any appointment to such committees. No determination has been made with respect to Dr. Novak’s committee appointments.
Interests of Powhatan Point Directors and Executive Officers in the Merger
In considering the recommendation of the board of directors of Powhatan Point to vote for the merger proposal, Powhatan Point shareholders should be aware that certain of Powhatan Point’s directors and executive officers have interests in the merger as individuals that are in addition to, or different from, their interests as shareholders of Powhatan Point. The Powhatan Point board of directors was aware of these factors and considered them, among other matters, in approving the Merger Agreement and the merger. These interests are described below. For purposes of this disclosure, the merger constitutes a change in control, change of control or term of similar meaning.
Employment Agreements.   The Merger Agreement provides that United Bancorp shall negotiate in good faith with William Busick, Powhatan Point’s President, and Theresa Stillion, its Vice President and Secretary, toward the execution at or before the effective time of the merger, of written employment agreements, as agreed to by the respective parties. Except as disclosed below, neither Mr. Busick nor Ms. Stillion has any agreement with either Powhatan Point or First National with respect to employment. As of the date of this proxy prospectus, neither Mr. Busick nor Ms. Stillion has finalized a written employment with United Bancorp or Unified Bank.
Supplemental Income Defined Benefit Plan.   Each of William Busick and Theresa Stillion has executed participation agreements in connection with the First National Supplemental Income Defined Benefit Plan (the “Plan”). The Plan was adopted by the First National board of directors and currently remains in effect. The purpose of the plan is to provide the executives with a supplemental retirement or death benefit. The Plan and each of the agreements provides for the pre-retirement vesting of the executive’s retirement benefit in the event that his or her respective employment with either First National (or any successor thereto) terminates within two years after the occurrence of a change in control (as defined below) but prior to the executive attaining normal retirement age. Under the Plan, First National, or its successor, is obligated to pay the officer 180 monthly payments in an amount equal to his or her “change in control benefit,” which is defined in each participation agreement as the “normal retirement benefit” adjusted to reflect imputed 4.0% increases in annual compensation between the date of termination and the executive’s normal retirement date. The participation agreement provides that each executive’s normal retirement benefit is an amount equal to: (i) the executive’s highest annual salary during his or her last three years of service plus the average annual bonus paid to the executive over the same three year period; (ii) the sum of which is multiplied by 0.20; (iii) with the resulting product of that calculation divided by 12. The Plan provides that the monthly payments will begin on the later of: (a) the first day of the seventh month following the month of the executive’s termination; or (b) the first day of the month immediately following the month in which the executive attains normal retirement age, as defined under the agreement.
For purposes of the above employment agreements, a “change in control” occurs on the date of a transaction where (i) any person or group in a 12 month period becomes the beneficial owner, directly or indirectly, of securities of Powhatan Point representing more than 50% of the combined voting power of
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Powhatan Point’s then outstanding securities; (ii) during any period of 12 consecutive months, a majority of members of the board of directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the board before the date of the appointment or election; or (iii) a merger, consolidation or reorganization is consummated with any other corporation or entity pursuant to which the shareholders of Powhatan Point immediately prior to the merger, consolidation or reorganization do not immediately thereafter directly or indirectly own more than 50% of the combined voting power of the voting securities entitled to vote in the election of directors of the merged, consolidated or reorganized entity; or (iv) the purchase by any individual, entity or group of persons acting as a group not controlled by or affiliated with Powhatan Point of assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all assets of Powhatan Point immediately prior to such acquisition. The mergers of Powhatan Point and First National with and into United Bancorp and Unified, respectively, will constitute a change in control under the plan.
In the event that each officer remains in the employment of United Bancorp for the two year period following the merger, the Plan will continue in effect in accordance with its terms. For an estimate of the value of the payments and benefits described above that would be payable to each of the executive officers under the Plan in connection with a qualifying termination following the merger, see “Merger-Related Compensation for Powhatan Point’s Named Executive Officers” below.
Split Dollar Life Insurance Agreements.   The Company has entered into executive endorsement split dollar life insurance agreements with each of William Busick and Theresa Stillion. Under the terms of the agreements, each officer has the right to a death benefit in the amount of  $100,000 in the event of the officer’s death: (i) while under employment with First National (or its successor or assignee); (ii) after normal retirement; or (iii) after termination of employment due to disability or upon a change of control as defined under the agreements. Under the agreements, upon a change of control, if either officer’s employment is subsequently terminated, other than for cause, then the officer shall be 100% vested in the death benefit, and, upon his or her death, his or her designated beneficiaries shall receive the proceeds thereof. “Change of control” is defined under the agreement to mean: (1) the merger of the Bank with any other corporation or entity as a result of which the holders of the voting securities of First National outstanding immediately prior to such event would receive or retain less than 50% of the outstanding voting securities of the resulting or surviving entity of the such merger; (2) the acquisition of more than 50% of the outstanding voting securities of First National by any person; or (3) the sale of more than 50% in value of the assets of First National.
Annual Bonus Payments.   The Merger Agreement generally prohibits Powhatan Point and First National, without the prior consent of United Bancorp, from paying or awarding any bonuses or incentive compensation during the period from the date of the execution of the Merger Agreement through the effective time of the merger, other than bonuses or incentive compensation paid in the ordinary course of business consistent with past practice, and provided that the total amount of such bonuses and incentive compensation paid for 2018 does not exceed the amounts paid by Powhatan Point and First National for 2017. The board of directors of Powhatan Point will likely determine to pay Mr. Busick and Ms. Stillion bonus awards for 2018, currently estimated at $36,667 for Mr. Busick and $29,583 for Ms. Stillion, the aggregate amounts of which bonuses come to approximately $49,687 on a prorated basis, assuming a closing date for the merger of October 1, 2018, which bonuses shall be paid prior to the closing of the merger.
The Merger Agreement also provides that any bonuses paid to Mr. Busick and Ms. Stillion, prorated through the effective date of the merger, shall apply as a dollar-for-dollar reduction in the amount of aggregate cash consideration payable to Powhatan Point shareholders. Please see “The Merger — Terms of the Merger” beginning on page 34 for a description of the adjustment to the cash consideration payable to Powhatan Point shareholders under the Merger Agreement related to the payment of bonuses and related compensation expense accruals.
Board of Directors of United Bancorp Following the Merger.   Pursuant to the Merger Agreement, United Bancorp agreed to take all appropriate action so that, as of the effective time, one current director of Powhatan Point, who will be selected by United Bancorp in consultation with Powhatan Point, will be appointed as a director of both United Bancorp and Unified Bank. United Bancorp has selected Dr. Carl A. Novak, DDS to be appointed to the board following the completion of the merger.
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Indemnification.   For six years following the effective time of the merger, United Bancorp has agreed to indemnify and hold harmless to the fullest extent permitted by applicable law, the Powhatan Point’s articles of incorporation and its code of regulations, each present director and officer of Powhatan Point and First National. United Bancorp has also agreed that for a period of six years following the effective time of the merger, it will provide directors’ and officers’ liability insurance that serves to reimburse the present and former officers and directors of Powhatan Point or its subsidiaries with respect to claims against such officers and directors arising from facts or events occurring at or before the effective time of the merger, including the transactions contemplated by the Merger Agreement.
Merger-Related Compensation for Powhatan Point’s Named Executive Officers
The table and footnotes below reflect the estimated amount of compensation that each of the named executive officers of Powhatan Point is entitled to receive upon a termination of such executive’s employment following a change in control under their compensation arrangements. The amounts shown assume a termination of employment as of November 1, 2018 and assume the merger is consummated. Amounts do not include compensation and benefits available to all of Powhatan Point’s general employees on a non-discriminatory basis. The amounts reported below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in this document, and do not reflect certain compensation actions that may occur before the completion of the merger. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.
Golden Parachute Compensation
Name and Principal
Position
Cash(1)
($)
Pension/Non-
Qualified
Deferred
Compensation(2)
($)
Total
($)
William V. Busick
President (PEO)
$ 100,000 $ 360,880.05 $ 460,880.05
Theresa L. Stillion,
Vice President & Secretary (PFO)
$ 100,000 $ 284,433.56 $ 384,433.56
(1)
The amounts in this column reflect the value of the lump sum proceeds to be paid to each of Powhatan Point’s named executive officers upon a change of control pursuant to the split-dollar agreements. The payments made under this column are double-trigger benefit arrangements as they are only realized upon the named executive officer’s termination, without cause, concurrently with or subsequent to the completion of the Merger. All amounts paid may be reduced to avoid excess parachute payments under Section 280G of the Internal Revenue Code.
(2)
The amounts in this column reflect the total value of the monthly proceeds to be paid to each of Powhatan Point’s named executive officers upon a change of control pursuant to the supplemental income plan and individual participation agreements. The payments will be made in equal installments over 180 months. The payments made under this column are double-trigger benefit arrangements as they are only realized upon the named executive officer’s termination, without cause, within two years of the completion of the Merger. The first payment shall be made on the late of  (a) the first day of the seventh month after the month in which the executive officer’s termination occurs or (b) the first day of the month immediately after the month in which the executive officer turns 65. All amounts paid may be reduced to avoid excess parachute payments under Section 280G of the Internal Revenue Code.
Regulatory Approvals Required for the Merger
Completion of the merger and the bank merger are subject to the receipt of all approvals (and such approvals having remained in full force and effect) required to complete the transactions contemplated by the Merger Agreement from the ODFI, the FDIC and, possibly, the Federal Reserve, and the expiration of
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any statutory waiting periods. United Bancorp and Powhatan Point have agreed to use their respective commercially reasonable efforts to obtain all required regulatory approvals. United Bancorp, Powhatan Point and/or their respective subsidiaries have filed applications and notices to obtain these regulatory approvals.
Although United Bancorp believes it should be able to obtain all required regulatory approvals in a timely manner, it cannot be certain when or if it will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to United Bancorp after the completion of the merger or will contain a burdensome condition.
Federal Reserve Board.   United Bancorp is a bank holding company and its primary regulator is the Federal Reserve. United Bancorp will be requesting confirmation from the Federal Reserve that no application is required to the Federal Reserve under Section 3 of the BHC Act for the transactions contemplated by the Merger Agreement. United Bancorp expects such confirmation will be obtained, but if that were not the case, United Bancorp would need to obtain prior approval of the transactions contemplated by the Merger Agreement from the Federal Reserve. In considering the approval of a transaction such as the merger, the Bank Holding Company Act of 1956, as amended (the “BHC Act”) requires the Federal Reserve to review, with respect to the bank holding companies and the financial institutions concerned: (1) the competitive impact of the transaction, (2) the financial condition and future prospects, including capital positions and managerial resources, (3) the convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries of the bank holding companies under the CRA, (4) the effectiveness of the companies and the depository institutions concerned in combating money laundering activities, and (5) the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system. In connection with such a review, the Federal Reserve will provide an opportunity for public comment on the application and is authorized to hold a public meeting or other proceeding if it determines such meeting or other proceeding would be appropriate.
FDIC.   The prior approval of the FDIC will be required under Section 18(c) of the Federal Deposit Insurance Act, which we refer to as the Bank Merger Act, to merge First National into Unified Bank. In evaluating an application filed under the Bank Merger Act, the FDIC generally considers: (1) the competitive impact of the transaction, (2) financial and managerial resources of the banks parties to the bank merger, (3) the convenience and needs of the communities to be served, (4) the banks’ effectiveness in combating money laundering activities, and (5) the extent to which the bank merger would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. As required by the Community Reinvestment Act (the “CRA”) and in reviewing the convenience and needs of the communities to be served, the Federal Reserve Board and the FDIC will consider the records of performance of the relevant insured depository institutions under the CRA. In their most recent respective CRA performance evaluations, both Unified Bank and First National received an overall “satisfactory” regulatory rating.
ODFI.   The prior approval of the ODFI will be required under Title XI of the Ohio Revised Code, which we refer to as the Ohio Banking Code, to merge First National into Unified Bank. In evaluating an application filed under the Ohio Banking Code, the ODFI generally considers the following factors: (1) the competitive impact of the transaction, (2) financial and managerial resources of the banks parties to the bank merger, (3) the convenience and needs of the communities to be served, and (4) whether, upon completion of the transaction, the resulting or surviving state bank will continue to meet the requirements of the Ohio Banking Code. Under the Ohio Banking Code, the superintendent of the ODFI may condition approval of an application in any manner he or she considers appropriate
Public Notice and Comments.   Furthermore, the BHC Act, the Bank Merger Act and applicable regulations require published notice of, and the opportunity for public comment on, these applications, and authorize the Federal Reserve Board and the FDIC to hold a public hearing or meeting if the Federal Reserve Board or the FDIC determines that a hearing or meeting would be appropriate. The Federal Reserve Board and the FDIC take into account the views of third party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their respective communities, and any hearing, meeting or comments provided by third parties could prolong the period during which the applications are under review by the Federal Reserve Board and the OCC.
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Waiting Periods.   Transactions approved by the FDIC generally may not be completed until 30 days after the approval of the FDIC is received, during which time the Department of Justice, which we refer to as the DOJ, may challenge the transaction on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than 15 days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board or the FDIC, and thus it is possible that the DOJ could reach a different conclusion than the Federal Reserve Board or the FDIC regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general.
Additional Regulatory Approvals and Notices.   Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations.
There can be no assurances that the regulatory approvals discussed above will be received on a timely basis, or as to the ability of United Bancorp and Powhatan Point to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. There can likewise be no assurances that U.S. or state regulatory authorities will not attempt to challenge the merger on antitrust grounds or for other reasons, or, if such a challenge is made, as to the result of such challenge.
Accounting Treatment
The merger will be accounted for under the acquisition method of accounting in accordance with U.S. GAAP. Accordingly, United Bancorp will record and assume the assets and liabilities of Powhatan Point on its books at estimated fair value at the time the merger is consummated. The excess of the estimated fair value of United Bancorp common shares issued and the cash proceeds paid over the net fair values of the assets acquired, including identifiable intangible assets, and liabilities assumed will be recorded as goodwill and will not be amortizable for income tax purposes. Goodwill will be subject to an annual test for impairment, and the amount impaired, if any, will be charged as an expense at the time of the impairment.
Public Trading Markets
United Bancorp common stock is listed on the NASDAQ Capital Market under the symbol “UBCP.” Powhatan Point common stock is not registered with the SEC, listed on a national stock exchange, or traded in the over the counter markets. Upon completion of the merger, the United Bancorp common stock issuable in the merger will be listed on NASDAQ.
Resale of United Bancorp Common Stock
All shares of United Bancorp common stock received by Powhatan Point shareholders in the merger will be freely tradable for purposes of the Securities Act of 1933, as amended, which is referred to as the Securities Act, and the Exchange Act, except for shares of United Bancorp common stock received by any Powhatan Point shareholder who becomes an “affiliate” of United Bancorp after completion of the merger. This document does not cover resales of shares of United Bancorp common stock received by any person upon completion of the merger, and no person is authorized to make any use of this document in connection with any resale.
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THE MERGER AGREEMENT
Explanatory Note Regarding the Merger Agreement
The Merger Agreement and this summary of its terms are included to provide you with information regarding the general terms of the Merger Agreement. Factual disclosures about United Bancorp and Powhatan Point contained in this proxy statement/prospectus or in the public reports of United Bancorp filed with the SEC may supplement, update or modify the factual disclosures about United Bancorp and Powhatan Point contained in the Merger Agreement. The Merger Agreement also contains representations and warranties by United Bancorp, on the one hand, and by Powhatan Point, on the other hand. The representations, warranties and covenants made in the Merger Agreement by United Bancorp and Powhatan Point were qualified and subject to important limitations agreed to by United Bancorp and Powhatan Point in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Merger Agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue, due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties are also subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the SEC. Further, some of the representations, warranties and covenants were qualified by the matters and other information contained in the confidential disclosure schedules that United Bancorp and Powhatan Point each delivered in connection with the Merger Agreement and certain documents filed by United Bancorp with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the Merger Agreement.
For the foregoing reasons, the representations and warranties or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of United Bancorp or Powhatan Point or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this document. United Bancorp will provide additional disclosures in their public reports filed with the SEC to the extent they are aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the Merger Agreement and will update such disclosures as required by federal securities laws.
Effects of the Merger
As a result of the merger, Powhatan Point will merge with and into United Bancorp, with United Bancorp as the surviving company. The articles of incorporation and the code of regulations of United Bancorp as in effect immediately prior to the merger will be the articles of incorporation and the code of regulations of the surviving company.
As a result of the merger, there will no longer be any issued and outstanding shares of Powhatan Point common stock. Because Powhatan Point shareholders will receive the majority of their merger consideration in the form of shares of United Bancorp common stock, they will be able to participate in the surviving company’s future earnings and potential growth through their ownership of United Bancorp common stock. All of the other incidents of direct stock ownership in Powhatan Point, such as the right to vote on certain corporate decisions, to elect directors and to receive dividends and distributions from Powhatan Point, will be extinguished upon completion of the merger. Once Powhatan Point shareholders become holders of United Bancorp common stock, they will have the right to vote on certain corporate decisions, to elect directors and to receive dividends and distributions from United Bancorp.
Effective Time of the Merger
The merger will occur at a mutually agreeable time and place after the satisfaction or waiver of the last closing condition to the merger, including the receipt of all regulatory and shareholder approvals and after the expiration of all regulatory waiting periods. The merger will become effective at the time specified in the certificate of merger to be filed with the Ohio Secretary of State. As of the date of this document, the
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parties expect that the merger will be effective during the fourth quarter of 2018. However, there can be no assurance as to when or if the merger will occur.
If the merger is not completed by the close of business on March 15, 2019, the Merger Agreement may be terminated by either Powhatan Point or United Bancorp, unless the failure of the closing to occur by such date is due to the failure of the party seeking to terminate the Merger Agreement to perform or observe the covenants and agreements of such party set forth in the Merger Agreement.
Merger Consideration
Under the terms of the Merger Agreement, if the merger is completed, shareholders of Powhatan Point will be entitled to receive 6.9233 shares of the common stock of United Bancorp and $38.75 in cash for each share of Powhatan Point common stock.
United Bancorp will not issue fractional shares to Powhatan Point shareholders. Instead, Powhatan Point common shareholders will receive for each fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the fraction of a share (after taking into account all shares of Powhatan Point common stock held by such shareholder at the effective time of the merger) of United Bancorp common stock the Powhatan Point shareholder would otherwise have been entitled to receive under the Merger Agreement by (ii) $13.06.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of Powhatan Point and United Bancorp relating to their respective businesses and operations. The representations and warranties in the Merger Agreement will not survive the effective time of the merger.
Each of Powhatan Point and United Bancorp made representations and warranties relating to a number of matters, including the following:

corporate matters, including due organization, qualification and corporate power of itself and its subsidiaries;

capitalization;

authority relative to execution and delivery of the Merger Agreement and the absence of conflicts with, or violations of, organizational documents, laws or certain other obligations as a result of the merger;

required governmental and other regulatory filings, consents and approvals in connection with the merger;

reports to the SEC (with respect to United Bancorp but not Powhatan Point) and other regulatory authorities;

financial statements, internal controls, books and records, and accounting practices;

broker’s fees payable in connection with the merger;

the absence of certain changes or events;

legal proceedings;

tax matters;

compliance with applicable laws;

certain material contracts;

the absence of certain agreements with regulatory authorities;

the absence of certain data breaches;

related party transactions;

the inapplicability of state takeover statutes;
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the absence of any action or fact or circumstance that could reasonably be expected to prevent the mergers of United Bancorp and Powhatan Point and their respective subsidiaries, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

the accuracy of information supplied for inclusion in this proxy statement/prospectus and other similar documents; and

the adequacy of the allowance for loan losses.
United Bancorp also represented and warranted to Powhatan Point that: (i) it has, or will have available to it prior to the effective date of the merger, all funds necessary to satisfy its obligations under the Merger Agreement; and (ii) it has a sufficient number of authorized but unissued shares of common stock to satisfy its obligations under the Merger Agreement.
In addition, certain representations and warranties relating to a number of matters were made only by Powhatan Point, including:

employee and employee benefits plan matters;

environmental matters;

investment securities;

real property;

intellectual property;

the opinion from Powhatan Point’s financial advisor;

loan portfolio;

insurance matters;

investment advisor subsidiaries;

prohibited payments; and

undisclosed liabilities.
Certain representations and warranties of Powhatan Point and United Bancorp are qualified as to knowledge of certain individuals within each organization, “materiality” or “material adverse effect.”
For purposes of the Merger Agreement, a “material adverse effect,” when used in reference to Powhatan Point, United Bancorp, or the surviving company, means a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries taken as a whole (provided, that, with respect to this clause (i), material adverse effect does not include the impact of  (A) changes, after the date of the Merger Agreement, in GAAP or applicable regulatory accounting requirements, (B) changes, after the date of the Merger Agreement, in laws, rules, or regulations of general applicability to companies in the industries in which such party and its subsidiaries operate, or interpretations thereof by courts or other governmental entities, (C) changes, after the date of the Merger Agreement, in global, national, or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its subsidiaries, (D) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including the underlying causes thereof, (E) disclosure or consummation of the transactions contemplated by the Merger Agreement (including any effect on a party’s relationships with its customers or employees) or actions expressly required by the Merger Agreement in connection with the transactions contemplated by the Merger Agreement, (F) actions or omissions taken pursuant to the written consent of United Bancorp, in the case of Powhatan Point, or Powhatan Point, in the case of United Bancorp; except, with respect to subclauses (A), (B), or (C) above, to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of
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operations, or financial condition of such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated by the Merger Agreement.
Covenants and Agreements
Conduct of Businesses Prior to the Completion of the Merger.   Powhatan Point and United Bancorp have each agreed that, from the date of the Merger Agreement until the effective time of the merger, it will conduct its businesses, and cause its subsidiaries to conduct their respective businesses, in the ordinary course in all material respects and use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships. Powhatan Point and United Bancorp have each also agreed to (and have agreed to cause each of their respective subsidiaries to) take no action that would reasonably be likely to adversely affect or delay the ability (i) to obtain any necessary approvals of any regulatory agency, (ii) to perform its covenants and agreements in the Merger Agreement, or (iii) to complete the merger and other transactions contemplated by the Merger Agreement on a timely basis.
In addition to the general covenants above, Powhatan Point has agreed that, from the date of the Merger Agreement until the effective time of the merger, subject to specified exceptions, it will not, and will not permit its subsidiary to, without the prior written consent of United Bancorp (which shall not be unreasonably withheld or delayed):

other than in the ordinary course of business, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person;

adjust, split, combine or reclassify any of its capital stock;

other than its regular semi-annual cash dividend of not more than $1.50 per share payable consistent with past practice (and provided that any such semi-annual dividend payable during the half-year period in which the merger closes is to be prorated accordingly to account for any similar-period dividends payable by United Bancorp following the completion of the merger), make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, reclassify, purchase or otherwise acquire, any shares of its stock (other than dividends paid by any of its subsidiaries);

grant any stock options, stock appreciation rights, performance shares, restricted stock units, restricted shares or other equity-based awards;

issue, sell or otherwise permit to become outstanding any additional shares of capital stock or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or any options, warrants, or other rights of any kind to acquire any shares of capital stock;

sell, transfer, mortgage, encumber, or otherwise dispose of any of its material properties or assets, or cancel, release or assign any material indebtedness to any person or any claims held by any person, other than in the ordinary course of business;

except for transactions in the ordinary course of business, make any material investments;

(i) terminate, amend, or waive any provision of certain contracts or agreements other than normal renewals in the ordinary course of business, (ii) make any change in any instrument or agreement governing the terms of any of its securities, or (iii) enter into certain contracts;

except as required under applicable law or the terms of any of its existing benefit plans, (i) enter into, adopt or terminate any benefit plan, (ii) amend any benefit plan, other than amendments in the ordinary course of business consistent with past practice that do not materially increase the cost or expense of maintaining such plan, (iii) other than in the ordinary course of business consistent with past practice increase the compensation payable to any current or former employee, officer, director, independent contractor or consultant, (iv) other than in the ordinary course of business consistent with past practice pay or award, or commit to pay or award, any bonuses or incentive compensation (so long as the total amount of bonuses and incentive compensation paid by Powhatan Point and its subsidiary for 2018 does not exceed the amount of
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bonuses and incentive compensation paid by Powhatan Point and its subsidiary for 2017), (v) accelerate the vesting of any equity-based awards or other compensation, (vi) enter into any collective bargaining agreement or similar agreement or arrangement, (vii) fund any rabbi trust or similar arrangement, or (viii) hire any officer, employee, independent contractor or consultant, other than as replacements for positions existing on the date of the Merger Agreement;

except for debt workouts in the ordinary course of business, settle any material claim, suit, action or proceeding in an amount and for consideration in excess of  $25,000 individually or $50,000 in the aggregate (net of any insurance proceeds or indemnity, contribution or similar payments received by Powhatan Point or its subsidiary in respect thereof) or that would impose any material restriction on the business of it or its subsidiary or United Bancorp;

amend the its articles of incorporation, code of regulations, or the comparable governing documents of its subsidiary;

merge or consolidate itself or its subsidiary with any other person, or restructure, reorganize or completely or partially liquidate or dissolve itself or its subsidiary;

materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, except as may be required by GAAP or by applicable laws, regulations, guidelines or policies imposed or requested by any governmental entity;

implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP, by applicable laws, regulations, guidelines or policies imposed by any governmental entity, or requested by United Bancorp;

enter into any material new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, hedging policies, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by such policies or applicable law, regulation or policies imposed by any governmental entity;

(i) make or purchase any indirect or brokered loans, or (ii) purchase from or sell to any financial institution or other non-depository lender an interest in a loan, other than in the ordinary course of business and consistent with past practice and in any case with dollar amounts in excess of the amounts for originations set forth below;

take any action that would change its loan loss reserves in a manner that is not in compliance with its loan loss reserve policy on the date of the Merger Agreement and past practices consistently applied and in material compliance with GAAP;

make any capital expenditure or capital addition or improvement or purchase other assets outside of the ordinary course of business which individually exceeds $15,000 or in the aggregate exceeds $30,000;

(i) establish any new lending programs or make any changes in the policies of its subsidiary concerning which persons may approve loans; (ii) price or reprice any loans inconsistent with its current pricing methodology; or (iii) originate or issue any: (A) loans except in accordance with existing lending policies and lending limits and authorities; or (B) (1) unsecured consumer loans in excess of  $5,000; (2) individual commercial loans in excess of  $80,000; or (3) construction, acquisition or development loans, residential permanent loans, loans secured by special purpose property, or Small Business Administration (“SBA”) loans, to any one borrower in excess of $50,000 in the aggregate;

(i) make, change or revoke any tax election, (ii) change an annual tax accounting period, (iii) adopt or change any tax accounting method, (iv) file any amended tax return, (v) enter into any closing agreement with respect to taxes, (vi) settle any material tax claim, audit, assessment or dispute or surrender any right to claim a refund of taxes, (vii) fail to prepare or file or cause to be prepared
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or filed in a timely manner consistent with past practice all tax returns that are required to be filed (with extensions) at or before the effective time of the merger, (viii) fail to pay any tax due (whether or not required to be shown on any tax return), (ix) consent to the extension or waiver of any statute of limitations with respect to taxes, or (x) offer or agree to do any of the foregoing or surrender its rights to do any of the foregoing or to claim any refund of taxes or to file any amended tax return;

(i) make application for the opening or relocation of, or open or relocate, any branch office, loan production office or other significant office or operations facility of it or its subsidiary, (ii) other than in consultation with United Bancorp, make application for the closing of or close any branch or (iii) purchase any new real property (other than other real estate owned properties in the ordinary course) or enter into, amend or renew any material lease with respect to real property;

foreclose upon or otherwise take title to or possession or control of any real property without first obtaining a Phase I Environmental Report in accordance with the requirements of ASTM E1527-13 “Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Practice” thereon that indicates that the property does not contain any “Recognized Environmental Conditions” (as defined in the ASTM-E1527-13 standard for Phase I assessments) regarding pollutants, contaminants or hazardous or toxic waste materials, including asbestos and petroleum products;

incur any financial obligation to any financial advisor, valuation expert or similar consultant other than any such advisor or consultant which is engaged as of the date of the Merger Agreement, and so long as any fees or expenses associated therewith are paid on or before the merger closing date; or

agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the above prohibited actions.
United Bancorp has agreed to a more limited set of restrictions on its business prior to the completion of the merger. Specifically, United Bancorp has agreed that, from the date of the Merger Agreement until the effective time of the merger, except as expressly permitted by the Merger Agreement, it will not, without the prior written consent of Powhatan Point (which shall not be unreasonably withheld or delayed):

amend its articles of incorporation or code of regulations in a manner that would adversely affect the former holders of Powhatan Point common stock relative to the other holders of United Bancorp common stock;

adjust, split, combine or reclassify any of its capital stock;

merge or consolidate itself or any of its subsidiaries with any other person (i) where it or its subsidiary, as applicable, is not the surviving person or (ii) if the merger or consolidation is reasonably likely to cause the closing of the merger to be materially delayed or the receipt of the necessary regulatory approvals to be prevented or materially delayed; or

agree to take, make any commitment to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the above prohibited actions.
Regulatory Matters.   United Bancorp and Powhatan Point have each agreed to promptly prepare and file with the SEC a registration statement on Form S-4, of which this document is a part. United Bancorp has agreed to use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Powhatan Point has agreed to mail or deliver the proxy statement/prospectus to its shareholders. United Bancorp has also agreed to obtain all necessary state securities law or “Blue Sky” permits and approvals required to complete the merger, and Powhatan Point has agreed to furnish all information concerning itself and the holders of its common stock as may be reasonably requested in connection with any such action.
United Bancorp and Powhatan Point have each agreed to cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to complete the merger and to comply with the terms and conditions of all such permits, consents, approvals and authorizations.
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Additionally, each of United Bancorp and Powhatan Point have agreed to furnish to the other all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with this proxy statement/prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of United Bancorp, Powhatan Point or any of their respective subsidiaries to any governmental entity in connection with the merger.
Shareholder Approval.   Powhatan Point’s board of directors has resolved to recommend to the Powhatan Point shareholders that they approve the Merger Agreement and the transactions contemplated thereby, except in the case of an adverse recommendation change (as defined below). However, if the Powhatan Point board of directors, after receiving the advice of its legal counsel, determines in good faith that it is reasonably required in order for it to comply with its fiduciary duties to withdraw or modify its recommendation, then it may submit the Merger Agreement to the Powhatan Point shareholders without its recommendation or may withhold or withdraw or modify its recommendation to the Powhatan Point shareholders (each of the foregoing is defined in this proxy statement/prospectus as an “adverse recommendation change”), in which event the board of directors may communicate the basis for its adverse recommendation change to the Powhatan Point shareholders in this proxy statement/prospectus or a supplemental amendment thereto, provided that (i) it gives United Bancorp at least three business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an acquisition proposal, the latest material terms and conditions of such acquisition proposal or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances); and (ii) at the end of such notice period, the Powhatan Point board of directors takes into account any amendment or modification to the Merger Agreement proposed by United Bancorp and, after receiving the advice of its legal counsel, determines in good faith that it is reasonably required in order for it to comply with its fiduciary duties to continue to withhold or withdraw or modify its recommendation. Any material amendment to any acquisition proposal will require a new notice period.
Except in the case of an adverse recommendation change, Powhatan Point must postpone or seek shareholder approval to adjourn its shareholder meeting up to two times if there are insufficient shares of Powhatan Point common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such shareholder meeting, or if on the date of such meeting, Powhatan Point has not received proxies representing a sufficient number of shares necessary for adoption of the Merger Agreement.
All of the directors of Powhatan Point entered into voting agreements with United Bancorp under which they agreed to vote all of their shares of Powhatan Point common stock in favor of the approval of the Merger Agreement.
NASDAQ Listing.   United Bancorp will cause the shares of United Bancorp common stock to be issued as consideration in the merger to be authorized for listing on the NASDAQ stock exchange, subject to official notice of issuance, prior to the effective time of the merger.
Employee Matters.   The Merger Agreement provides that United Bancorp will provide the employees of Powhatan Point and its subsidiary who become employees of United Bancorp or Unified Bank at the effective time of the merger with benefits that are, in the aggregate, substantially the same as the benefits provided to similarly situated employees of United Bancorp. Further, any employee of Powhatan Point or First National who is not offered continued employment at a similar rate of compensation by United Bancorp or any of its subsidiaries for at least six months after the effective time of the merger will receive a cash payment in an amount equal to two weeks of the employee’s current base salary for each full year of service, with a minimum payment of four weeks of base pay and a maximum of 26 weeks of base pay; provided that such employee is not terminated for cause during that period.
Employment Contracts.   The Merger Agreements requires United Bancorp to negotiate in good faith toward the execution of employment agreements with William Busick and Theresa Stillion prior to the effective time of the merger.
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Indemnification and Directors’ and Officers’ Insurance.   From and after the effective time of the merger, United Bancorp will indemnify and hold harmless, to the fullest extent permitted by applicable law and Powhatan Point’s articles of incorporation and code of regulations, each director and officer of Powhatan Point and First National on the date of the Merger Agreement for a period of six years following the effective time of the merger.
United Bancorp has also agreed that for a period of six years following the effective time of the merger, it will maintain in effect the current policies of directors’ and officers’ liability insurance maintained by Powhatan Point or its subsidiary, or a similar policy with a substantially comparable insurer of at least the same coverage and amounts and containing terms and conditions that are no less advantageous to the insured, with respect to claims against present and former officers and directors of Powhatan Point and its subsidiary arising from facts or events that occurred at or prior to the effective time of the merger. However, United Bancorp is not required to spend annually more than 125% of the current annual premium paid by Powhatan Point for such insurance as of the date of the Merger Agreement (the “premium cap”), and if the premiums for such insurance would at any time exceed that amount, then United Bancorp will maintain policies of insurance which, in its good faith determination, provide the maximum coverage available at an annual premium equal to the premium cap. In lieu of the foregoing, Powhatan Point, with the consent of United Bancorp, may (and, at United Bancorp’s request, will use its reasonable best efforts to) obtain at or prior to the effective time of the merger a six-year “tail policy” under Powhatan Point’s existing directors’ and officers’ insurance policy and similar policy covering fiduciaries under its employee benefit plans providing equivalent coverage to that described above if such a policy can be obtained for an amount that, in the aggregate, does not exceed the premium cap. If such a “tail policy” is purchased, United Bancorp must maintain the policy in full force and effect and not cancel such policy.
Additional Director.   United Bancorp has agreed to take all action to appoint one current outside director of Powhatan Point to the boards of directors of both United Bancorp and Unified Bank at the effective time of the merger.
Agreement Not to Solicit Other Offers.   Under the terms of the Merger Agreement, Powhatan Point will not, and will cause its subsidiary and each of their officers, directors, agents, advisors, and representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage, or knowingly facilitate inquiries or proposals with respect to any acquisition proposal, (ii) engage or participate in any negotiations with any person concerning any acquisition proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any acquisition proposal, subject to certain exclusions. For purposes of the Merger Agreement, an “acquisition proposal” means, other than the transactions contemplated by the Merger Agreement, any offer or proposal relating to, or any third-party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of Powhatan Point and its subsidiary, or 25% or more of any class of equity or voting securities of Powhatan Point or its subsidiary, (ii) any tender offer or exchange offer that, if consummated, would result in such third-party beneficially owning more than 25% of any class of equity or voting securities of Powhatan Point or its subsidiary, or (iii) a merger, consolidation, share exchange or other business combination or reorganization involving Powhatan Point or its subsidiary, except in each case, any sale of whole loans and securitizations in the ordinary course of business and any bona fide internal reorganization.
However, in the event that prior to the adoption of the Merger Agreement by Powhatan Point’s shareholders, Powhatan Point receives an unsolicited bona fide written acquisition proposal, it may, and may permit its subsidiary and each of their officers, directors, agents, advisors, and representatives to, furnish or cause to be furnished nonpublic information or data and participate in negotiations or discussions to the extent that its board of directors concludes in good faith (after receiving the advice of its legal counsel) that such action is reasonably required for it to comply with its fiduciary duties under applicable law, provided that, prior to providing any such nonpublic information, Powhatan Point provides such information to United Bancorp and enters into a confidentiality agreement with such third party on terms no less favorable to it than the confidentiality agreement between United Bancorp and Powhatan Point, and which confidentiality agreement does not provide such person with any exclusive right to negotiate with Powhatan Point.
Powhatan Point agreed to, and agreed to cause its and its subsidiary’s officers, directors, agents, advisors, and representatives to, immediately cease and cause to be terminated any activities, discussions, or
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negotiations conducted before the date of the Merger Agreement with any person other than United Bancorp with respect to any acquisition proposal. Powhatan Point will advise United Bancorp within two business days following receipt of any acquisition proposal, including the material terms and conditions of such acquisition proposal, and will keep United Bancorp reasonably informed of any material related developments, discussions, and negotiations on a current basis, including any material amendments to or revisions of the terms of such acquisition proposal. In addition, Powhatan Point has agreed to use its reasonable best efforts, subject to applicable law and the fiduciary duties of the Powhatan Point board of directors, to enforce any existing confidentiality or standstill agreements to which it or its subsidiary is a party. Powhatan Point has also agreed that from the date of the Merger Agreement until the effective time of the merger, it will not and will cause its subsidiary and each of their officers, directors, agents, advisors, and representatives to not enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a confidentiality agreement permitted pursuant to the previous paragraph) relating to any acquisition proposal.
Certain Additional Covenants.   The Merger Agreement also contains additional covenants, including, among others, covenants relating to coordination with respect to litigation relating to the merger and further actions required to consummate the merger, advice relating to the occurrence of certain material changes, access to information, exemption from takeover laws, public announcements with respect to the transactions contemplated by the Merger Agreement, and the absence of control over the other party’s business.
Conditions to the Merger
United Bancorp’s and Powhatan Point’s respective obligations to complete the merger are subject to the satisfaction or waiver of several conditions, including:

the adoption of the Merger Agreement by Powhatan Point’s shareholders;

the authorization for listing on NASDAQ of the United Bancorp common stock to be issued to Powhatan Point shareholders in connection with the merger;

the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the absence of any stop order (or proceedings for that purpose initiated or threatened and not withdrawn);

the absence of any order, injunction, or decree by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger or the bank merger, and the absence of any statute, rule, regulation, order, injunction, or decree enacted, entered, promulgated, or enforced by any governmental entity that prohibits or makes illegal the consummation of the merger;

all regulatory authorizations, consents, orders or approvals (i) required from the federal banking agencies, (ii) required under the Hart-Scott-Rodino Antitrust Improvements Act and (iii) otherwise set forth in the Merger Agreement that are necessary to consummate the transactions contemplated by the Merger Agreement, or those the failure of which to be obtained would reasonably be likely to have, individually or in the aggregate, a material adverse effect on United Bancorp or the surviving corporation, having been obtained and remaining in full force and effect and all statutory waiting periods having expired;

the accuracy of the representations and warranties of the other party contained in the Merger Agreement as of the date of the Merger Agreement and as of the date on which the merger is completed (except to the extent such representations and warranties speak as of an earlier date);

the performance by the other party in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the date on which the merger is completed and the receipt by each party of an officer’s certificate from the other party to such effect;

the holders of not more than 10% of the outstanding shares of Powhatan Point common stock dissenting to the merger under Sections 1701.84 and 1701.85 of the OGCL;
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receipt by each party of an opinion of outside legal counsel to the effect that on the basis of the facts, representations, and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

the absence of any event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on the other party.
Neither Powhatan Point nor United Bancorp can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party. As of the date of this proxy statement/prospectus, neither Powhatan Point nor United Bancorp has reason to believe that any of these conditions will not be satisfied.
Termination of the Merger Agreement
The Merger Agreement can be terminated at any time prior to effective time of the merger in the following circumstances:

by mutual written consent of United Bancorp and Powhatan Point;

by either United Bancorp or Powhatan Point if any governmental entity that must grant a necessary regulatory approval has denied approval of the merger or the bank merger and such denial has become final and non-appealable, or any governmental entity of competent jurisdiction has issued a final non-appealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the merger or the bank merger, unless the failure to obtain such regulatory approval is due to the failure of the party seeking to terminate the Merger Agreement to perform or observe its covenants and agreements under the Merger Agreement;

by either United Bancorp or Powhatan Point if the merger has not been completed on or before March 15, 2019 (the “termination date”), unless the failure of the merger to be consummated by that date is due to the failure of the party seeking to terminate the Merger Agreement to perform or observe its covenants and agreements under the Merger Agreement;

by either United Bancorp or Powhatan Point if there is a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the Merger Agreement on the part of the other party which, either individually or in the aggregate, would constitute, if occurring or continuing on the date the merger is completed, the failure of a closing condition of the terminating party and which is not cured within the earlier of the termination date and 30 days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period;

by United Bancorp if, in its reasonable judgment, the evidence of title that Powhatan Point has provided to it regarding the real properties that it owns evidence a breach of the representations and warranties in the Merger Agreement regarding the ownership of the properties and such properties have an individual or aggregate fair market value in excess of  $100,000, and Powhatan Point is unwilling to cure such breach within 60 days;

by United Bancorp if, prior to obtaining the approval of the Merger Agreement by Powhatan Point shareholders, (i) Powhatan Point or its board of directors (a) submits the Merger Agreement to its shareholders without a recommendation for approval, or otherwise withdraws or materially and adversely modifies (or discloses its intention to withdraw or materially and adversely modify) its recommendation for approval as contemplated by the Merger Agreement, or recommends to its shareholders an acquisition proposal other than the merger, or (b) materially breaches its obligations to hold a meeting of its shareholders to adopt and approve the Merger Agreement or not to solicit alternative acquisition proposals; or (ii) a tender offer or exchange offer for 25% or more of the outstanding shares of Powhatan Point common stock is commenced, and the Powhatan Point board of directors recommends that the shareholders of Powhatan Point tender their shares in such tender or exchange offer or otherwise fails to recommend that such shareholders reject such tender offer or exchange offer within the 10 business day period specified in Rule 14e-2(a) under the Securities Exchange Act; or
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by United Bancorp if Powhatan Point’s or First National’s allowance for loan and lease losses (“ALLL”), calculated as of the effective time the merger, is less than $177,000. For purposes of this provision, ALLL shall be calculated by Powhatan Point consistent with past practices and in consultation with and as reasonably agreed to by United Bancorp and each party’s respective independent auditors.
Effect of Termination
If the Merger Agreement is validly terminated, it will become void without any liability on the part of any of the parties except for a party’s fraud or willful and material breach of the Merger Agreement. However, the provisions of the Merger Agreement relating to the termination fee and certain other technical provisions will continue in effect notwithstanding termination of the Merger Agreement.
Termination Fee
Powhatan Point will pay United Bancorp a termination fee if the Merger Agreement is terminated in either of the following circumstances:

In the event that after the date of the Merger Agreement and prior to its termination, a bona fide acquisition proposal has been made known to Powhatan Point or has been made directly to its shareholders generally, or any person shall have publicly announced (and not withdrawn) a bona fide acquisition proposal with respect to Powhatan Point and (i) thereafter, the Merger Agreement is terminated by either United Bancorp or Powhatan Point because the merger has not been completed prior to the termination date, and Powhatan Point has failed to obtain the required vote of its shareholders, or (ii) thereafter, the Merger Agreement is terminated by United Bancorp based on a breach of the Merger Agreement by Powhatan Point that would constitute the failure of a closing condition and that has not been cured during the permitted time period, or by its nature cannot be cured during such period, and (iii) prior to the date that is 6 months after the date of such termination, Powhatan Point enters into a definitive agreement or consummates a transaction with respect to an acquisition proposal (whether or not the same acquisition proposal as that referred to above), then Powhatan Point will, on the date of consummation of such transaction or execution of such definitive agreement, pay United Bancorp a fee equal to $300,000 (the “termination fee”).

In the event that United Bancorp terminates the Merger Agreement pursuant to the sixth bullet set forth under “The Merger Agreement — Termination of the Merger Agreement” above, Powhatan Point will, as promptly as reasonably practicable after the date of termination (and in any event, within ten business days thereafter), pay United Bancorp the termination fee.
Amendments, Extensions and Waivers
The Merger Agreement may be amended by the parties, by action taken or authorized by their respective boards of directors, at any time before or after approval of the Merger Agreement proposal by the Powhatan Point shareholders, in writing signed on behalf of each of the parties, provided that after any approval of the transactions contemplated by the Merger Agreement by the Powhatan Point shareholders, there may not be, without further approval of such shareholders, any amendment of the Merger Agreement that requires further shareholder approval under applicable law.
In addition, under the Merger Agreement, United Bancorp may at any time change the method of effecting the merger, and Powhatan Point agrees to enter into such amendments; provided, however, that no such change or amendment shall (i) alter or change the amount or kind of consideration payable to Powhatan Point shareholders provided for in the Merger Agreement, (ii) adversely affect the tax treatment of the merger with respect to Powhatan Point’s shareholders, (iii) be reasonably likely to cause the closing to be materially delayed or the receipt of a necessary regulatory approval to be prevented or materially delayed, or (iv) otherwise adversely affect the Powhatan Point shareholders.
At any time prior to the effective time of the merger, the parties may extend the time for the performance of any of the obligations or other acts of the other party, waive any inaccuracies in the representations and warranties contained in the Merger Agreement, or waive compliance with any of the agreements or conditions contained in the Merger Agreement. Any agreement on the part of a party to any extension or waiver must be in a signed writing.
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Fees and Expenses
All fees and expenses incurred in connection with the merger, the Merger Agreement, and the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the merger is completed.
Governing Law; Jurisdiction
The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Ohio without regard to any applicable conflicts of law. The parties agree that any action or proceeding in respect of any claim arising out of or related to the Merger Agreement or the transactions contemplated thereby will be brought exclusively in any federal or state court of competent jurisdiction located in the State of Ohio.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
This section describes the intended, material U.S. federal income tax consequences of the merger to United Bancorp, Powhatan Point, and U.S. holders of Powhatan Point common stock who exchange their common stock for United Bancorp common stock, cash or a combination of United Bancorp common stock and cash pursuant to the merger. United Bancorp and Powhatan Point intend for the merger to be treated as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and United Bancorp and Powhatan Point intend that each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code. The closing of the merger is conditioned upon the receipt by Powhatan Point of an opinion of Shumaker, tax counsel to Powhatan Point, and the receipt by United Bancorp of an opinion of Shumaker, tax counsel to United Bancorp, each dated as of the closing date of the merger, substantially to the effect that, on the basis of facts, representations and assumptions set forth in that opinion (including factual representations contained in certificates of officers of United Bancorp and Powhatan Point), the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. This section summarizes the matters addressed in the tax opinion of Shumaker filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part.
United Bancorp and Powhatan Point have not requested and do not intend to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the merger, and the tax opinions to be delivered in connection with the merger are not binding on the Internal Revenue Service. Consequently, there is no assurance of the accuracy of the anticipated U.S. federal income tax consequences to United Bancorp, Powhatan Point, and the U.S. holders of Powhatan Point common stock described in this proxy statement/​prospectus.
The following discussion is based on the Code, its legislative history, existing and proposed Treasury Department regulations promulgated thereunder, published Internal Revenue Service rulings, and court decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.
For purposes of this discussion, the term “U.S. holder” means:

a citizen or resident of the U.S.;

a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S. or any state or political subdivision thereof;

a trust that (1) is subject to (A) the primary supervision of a court within the U.S. and (B) the authority of one or more U.S. persons to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury Department regulations to be treated as a U.S. person; or

an estate that is subject to U.S. federal income tax on its income regardless of its source.
If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Powhatan Point common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partnership, or a partner in such partnership, holding Powhatan Point common stock, you should consult your tax advisor.
Holders of Powhatan Point common stock that are not U.S. holders may have different tax consequences than those described above and are urged to consult their own tax advisors regarding the tax treatment to them under U.S. and non-U.S. laws.
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This discussion is addressed only to those Powhatan Point shareholders who hold their Powhatan Point common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment), and does not address all of the U.S. federal income tax consequences that may be relevant to particular Powhatan Point shareholders in light of their individual circumstances or to Powhatan Point shareholders who are subject to special rules, such as:

mutual funds, banks, thrifts or other financial institutions;

S corporations or other pass-through entities (or investors in S corporations or other pass-through entities);

retirement plans or pension funds;

insurance companies;

tax-exempt organizations;

dealers or brokers in stocks and securities, or currencies;

traders in securities that elect to use the mark-to-market method of accounting;

regulated investment companies;

real estate investment trusts;

persons who exercise dissenters’ rights;

persons who hold Powhatan Point common stock as part of a straddle, hedge, constructive sale, conversion transaction or other risk management transaction;

persons who purchase or sell their Powhatan Point common stock as part of a wash sale;

expatriates or persons who have a functional currency other than the U.S. dollar;

persons who are not U.S. holders; and

persons who acquired their Powhatan Point common stock through the exercise of an employee stock option or otherwise as compensation or through a tax qualified retirement plan.
In addition, this discussion does not address any alternative minimum tax, U.S. federal estate or gift tax or any state, local or foreign tax consequences of the merger, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010. Determining the actual tax consequences of the merger to a holder of Powhatan Point common stock may be complex. All holders of Powhatan Point common stock should consult their tax advisors as to the specific tax consequences of the merger to them.
Reorganization Treatment
The Merger is intended to be a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, and United Bancorp and Powhatan Point are each intended to be a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code. If the intended reorganization treatment is respected by the IRS and the courts, then the material federal income tax consequences described below are anticipated.
U.S. Tax Consequences to United Bancorp and Powhatan Point
Reorganization Treatment.   The merger is intended to be a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and United Bancorp and Powhatan Point are each intended to be a “party to a reorganization” within the meaning of Section 368(b) of the Code. The obligation of Powhatan Point and United Bancorp to complete the merger is conditioned upon the receipt of opinions from the respective tax counsel of Powhatan Point and United Bancorp to the effect that the merger will for federal
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income tax purposes qualify as a “reorganization” based upon customary representations made by Powhatan Point and United Bancorp. If the intended reorganization treatment is respected by the Internal Revenue Service and the courts, then the material U.S. federal income tax consequences described below are anticipated.
No Gain or Loss.   No gain or loss will be recognized by United Bancorp or Powhatan Point as a result of the merger.
Tax Basis.   The tax basis of the assets of Powhatan Point in the hands of United Bancorp will be the same as the tax basis of such assets in the hands of Powhatan Point immediately prior to the merger.
Holding Period.   The holding period of the assets of Powhatan Point to be received by United Bancorp will include the period during which such assets were held by Powhatan Point.
U.S. Federal Income Tax Consequences to U.S. Holders of Powhatan Point Common Stock Based Upon Merger Consideration Received
If the merger is treated as a reorganization within the meaning of Section 368(a) of the Code, the tax consequences are generally as follows:
A U.S. holder of Powhatan Point common stock will recognize gain (but not loss) with respect to the United Bancorp common stock and cash such U.S. holder receives pursuant to the merger, in an amount equal to the lesser of  (i) the amount by which the sum of the fair market value of the United Bancorp common stock and the amount of cash received by such U.S. holder (other than cash received in lieu of a fractional United Bancorp common share), exceeds such U.S. holder’s basis in its Powhatan Point common stock, and (ii) the amount of cash received by such U.S. holder (other than any cash received in lieu of a fractional United Bancorp common share, as discussed under “— Cash In Lieu of Fractional Shares” below). Subject to possible dividend treatment (as discussed below under “—Possible Dividend Treatment,” below), gain that U.S. holders of Powhatan Point common stock recognize in connection with the merger generally will constitute capital gain and will constitute long-term capital gain if such U.S. holders have held their Powhatan Point common stock for more than one year at the effective time of the merger. Long-term capital gain of certain non-corporate holders of Powhatan Point common stock, including individuals, is generally taxed at preferential rates.
The tax basis of the United Bancorp common stock received by a U.S. holder of Powhatan Point common stock in the merger (including a fractional United Bancorp common share, if any, deemed issued and redeemed by United Bancorp) will be the same as the basis of the Powhatan Point common stock surrendered in exchange for the United Bancorp common stock and cash, reduced by the amount of cash received by such U.S. holder in the merger (other than any cash received in lieu of a fractional United Bancorp common share), and increased by any gain recognized by such U.S. holder in the merger (including any portion of the gain that is treated as a dividend (as described below), but excluding any gain or loss resulting from the deemed issuance and redemption of a fractional United Bancorp common share). The holding period for United Bancorp common stock received by such U.S. holder (including a fractional United Bancorp common share, if any, deemed to be issued and redeemed by United Bancorp) will include such U.S. holder’s holding period for Powhatan Point common stock surrendered in exchange for the United Bancorp common stock. If a U.S. holder of Powhatan Point common stock acquired different blocks of Powhatan Point common stock at different times or at different prices, any gain or loss will be determined separately with respect to each block of Powhatan Point common stock. In computing the amount of gain recognized, if any, a U.S. holder of Powhatan Point common stock may not offset a loss realized on one block of stock against the gain realized on another block of stock. U.S. holders of Powhatan Point common stock should consult their tax advisors regarding the manner in which United Bancorp common stock and cash received in the merger should be allocated among different blocks of Powhatan Point common stock and regarding their bases and holding periods in the particular shares of United Bancorp common stock received in the merger.
Cash in Lieu of Fractional Shares
A U.S. holder of Powhatan Point common shares who receives cash in lieu of a fractional share of United Bancorp common stock generally will be treated as having received such fractional share and then having received such cash in redemption of such fractional share. Gain or loss generally will be recognized
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based on the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. holder’s aggregate adjusted basis in the Powhatan Point common stock surrendered which is allocable to the fractional share. Subject to possible dividend treatment (as discussed below under “— Possible Dividend Treatment”), such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for its Powhatan Point common stock exceeds one year at the effective time of the merger. The Code contains limitations on the extent to which a taxpayer may deduct capital losses from ordinary income.
Possible Dividend Treatment
In some cases described above, the gain recognized by a U.S. holder could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such gain would be treated as dividend income. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the application of certain constructive ownership rules, U.S. holders of Powhatan Point common stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances.
Backup Withholding and Reporting Requirements
Under certain circumstances, cash payments made to a U.S. holder of Powhatan Point common stock pursuant to the Merger may be subject to backup withholding at a rate of 28% of the cash payable to the U.S. holder, unless the U.S. holder furnishes its taxpayer identification number in the manner prescribed in applicable Treasury Department regulations, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability. A U.S. holder of Powhatan Point common stock who receives United Bancorp common stock as a result of the Merger should retain records pertaining to the Merger, including records relating to the number of shares and the basis of such U.S. holder’s Powhatan Point common stock. Each U.S. holder of Powhatan Point common stock who is required to file a U.S. federal income tax return and who is a “significant holder” that receives United Bancorp common stock in the Merger will be required to file a statement with such U.S. federal income tax return in accordance with Treasury Department regulations section 1.368-3 setting forth such U.S. holder’s basis in the Powhatan Point common stock surrendered, the fair market value of the United Bancorp common stock and cash received in the Merger, and certain other information.
The preceding discussion of material U.S. federal income tax consequences of the merger is included in this proxy statement/prospectus for general information only, and is intended only as a summary of material U.S. federal income tax consequences of the merger. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Each Powhatan Point shareholder should consult with his, her or its own tax advisor regarding the specific tax consequences to the shareholder of the merger, including the application and effect of state, local and foreign income and other tax laws.
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COMPARISON OF RIGHTS OF UNITED BANCORP SHAREHOLDERS
AND POWHATAN POINT SHAREHOLDERS
General
Powhatan Point is incorporated under the laws of the State of Ohio and the rights of Powhatan Point shareholders are governed by Powhatan Point’s articles of incorporation, as amended, Powhatan Point’s code of regulations and by applicable provisions of the Ohio General Corporation Law (“OGCL”). United Bancorp is also incorporated under the laws of the State of Ohio and the rights of United Bancorp shareholders are governed by United Bancorp’s articles of incorporation, United Bancorp’s code of regulations and by the OGCL. If the merger is completed, Powhatan Point shareholders who receive shares of United Bancorp common stock will become United Bancorp shareholders. The rights of those Powhatan Point shareholders who become United Bancorp shareholders will likewise be governed by United Bancorp’s articles of incorporation and code of regulations. However, the rights of such shareholders will continue to be governed by the OGCL.
Comparison of Shareholders’ Rights
Set forth below is a summary comparison of material differences between the rights of United Bancorp shareholders under the United Bancorp articles of incorporation and code of regulations (left column), and the rights of Powhatan Point shareholders under the Powhatan Point articles of incorporation, as amended, and code of regulations (right column). The summary set forth below is not intended to provide a comprehensive discussion of each company’s governing documents. This summary is qualified in its entirety by reference to the full text of the United Bancorp articles of incorporation and code of regulations, and the Powhatan Point articles of incorporation, as amended, and code of regulations.
Authorized Stock
United Bancorp
Powhatan Point

The United Bancorp articles of incorporation authorize 12,000,000 shares of capital stock, consisting of 10,000,000 shares of common stock, $1.00 par value, and 2,000,000 shares of preferred stock, no par value.

Shareholders do not have the preemptive right to subscribe to additional shares of common stock when issued by United Bancorp.

At            , 2018, there were             shares of United Bancorp common stock issued and outstanding.

As of            , 2018, there were no shares of preferred stock outstanding.

The Powhatan Point articles of incorporation, as amended, authorize 80,000 shares of capital stock, consisting of 80,000 shares of common stock, no par value, and no preferred stock.

Shareholders do not have the preemptive right to subscribe to additional shares of common stock when issued by Powhatan Point.

At            , 2018, there were 52,955 shares of Powhatan Point common stock issued and outstanding.
Voting Rights
United Bancorp
Powhatan Point

Shareholders are entitled to one vote per share.

Unless otherwise provided in the OGCL, code of regulations or the articles of incorporation, the affirmative vote of a majority of the voting power of United Bancorp is sufficient to pass on any matter before the shareholders.

Holders of common shares may not cumulate their votes for the election of directors. Directors are elected by a plurality of the votes cast by the holders of Common Stock entitled to vote in the election.

Shareholders are entitled to one vote per share.

Unless otherwise provided in the OGCL or code of regulations, the act of the holders of record of a majority of the shares represented in person or by proxy and entitled to vote shall be the act of the shareholders.

Shareholders may cumulate their votes for the election of directors if notice in writing is given by any shareholder, indicating a desire to vote cumulatively at such election, to the president, a vice president, or the secretary of Powhatan Point not less than 48 hours before the shareholder meeting for the purpose of
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Voting Rights
United Bancorp
Powhatan Point
electing directors if notice of such meeting is given at least ten days before such meeting, or otherwise not less than 24 hours before such meeting.

Directors are elected by a plurality of the votes cast at a shareholder meeting for the purpose of electing directors.
Quorum
United Bancorp
Powhatan Point

A majority of the outstanding shares of United Bancorp stock entitled to vote in an election of directors, represented in person or by proxy, constitutes a quorum for the transaction of business at a shareholder meeting.

The holders of two-thirds (2/3) of the issued and outstanding shares of Powhatan Point common stock, when present in person or by proxy, shall constitute a quorum for the transactions of business at a shareholder meeting.
Director Nominations
United Bancorp
Powhatan Point

United Bancorp shareholders generally must submit director nominations not less than 40 days nor more than 60 days prior to the United Bancorp shareholders’ meeting.

Only persons nominated as candidates shall be eligible for the board of directors.
Size of Board of Directors
United Bancorp
Powhatan Point

The code of regulations provides that the number of directors, to be fixed by shareholder resolution, shall not be less than 4 nor more than 25, the exact number to be determined from time to time by the majority vote of the directors then in office.

The board is not divided into classes.

The current board of directors consists of 4 directors, who are elected annually.

The Powhatan Point board of directors currently consists of five directors.

Directors are divided into three classes and each holds office for a period of three years.

The shareholders may, by affirmative vote of two-thirds (2/3) of the outstanding shares, authorize the board to increase the size of the board, up to eleven directors.
Director Removal
United Bancorp
Powhatan Point

The code of regulations provides that a director may be removed only for cause and only by the affirmative vote of 75% of the votes eligible to be cast by shareholders.

The code of regulations provides that no director may be removed from office.
Required Vote for Business Combinations
United Bancorp
Powhatan Point

If a “business combination” involving a “interested shareholder” does not receive approval of the directors who are unaffiliated with such interested shareholder, at least 80% of the outstanding shares entitled to vote thereon. With the approval of the directors who are unaffiliated with the interested shareholders, the business combination must be approved by a majority of the outstanding shares entitled to vote thereon.

In addition to the foregoing voting and approval requirement, if a business combination does not receive the approval of either (i) the directors who are unaffiliated with such interested shareholder or

Powhatan Point does not have a similar provision on its code of regulations or articles of incorporation.
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Required Vote for Business Combinations
United Bancorp
Powhatan Point
(ii) “independent shareholders” owning not less than 6623% of the of the outstanding shares entitled to vote thereon, then all independent shareholders must receive consideration in connection with the business combination that satisfies the “fair price” provisions contained in the articles of incorporation.

The term “interested shareholder” is defined to include any individual, corporation, partnership, trust or other entity which owns beneficially or controls, directly or indirectly, 10% or more of the outstanding shares of United Bancorp common stock.

The term “independent shareholder” is defined to include any shareholder of United Bancorp other than the interested shareholder engaged in or proposing the business combination.

A “business combination” is defined to include:

any merger or consolidation of United Bancorp with an interested shareholder, regardless of which is the surviving entity;

any sale, lease, exchange, mortgage, transfer, or other disposition to or from an interested shareholder involving assets having an aggregate value of 20% or more of United Bancorp’s total shareholder’s equity;

the issuance of any securities of United Bancorp or its subsidiaries to a an interested shareholder;

the acquisition by United Bancorp or its subsidiaries of any securities of the interested shareholder;

the adoption of any plan for the liquidation or dissolution of United Bancorp proposed by or on behalf of an interested shareholder;

any reclassification of the United Bancorp common stock, or any recapitalization involving the common stock of United Bancorp if the effect is to increase the relative voting power of the interested shareholder; and

any agreement, contract or other arrangement providing for any of the above transactions.
Special Meetings
United Bancorp
Powhatan Point

Special meetings of shareholders may be called by (i) the president; or (ii) the board of directors; or (iv) the holders of a majority of all outstanding shares of United Bancorp common stock.

Special meetings of shareholders may be called by (i) a majority of the board of directors, (ii) the executive committee, (iii) the chairman of the board, (iv) the president, or (v) the holders of at least 50% of the outstanding shares entitled to vote at the meeting.
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Notice of Shareholder Meetings
United Bancorp
Powhatan Point