Dividend Reinvestment Plan



The following investment considerations should be considered by prospective Participants in deciding whether to purchase the Common Stock offered hereby:

Uncertain Future Results

Commercial banking is affected, directly and indirectly, by local, domestic, and international economic and political conditions, and by government monetary and fiscal policies. Conditions such as inflation, recession, unemployment, volatile interest rates, tight money supply, scarce natural resources, real estate values, international conflicts and other factors beyond the control of the Company and the Bank, may adversely affect the potential profitability of the Company and the Bank. Management does not expect any one particular factor to affect the Bank's results of operations. A downward trend in several areas, however, including real estate, construction and consumer spending, could have an adverse impact on the Bank's ability to maintain or increase profitability. Therefore, there is no assurance that the Company and the Bank will be able to continue their current growth rates.

Market for Common Stock

Although the shares of Common Stock are listed on NYSE American, the Common Stock is not widely traded and is not expected to be widely traded in the near future. There can be no assurance that the Common Stock will trade at prices at or above the applicable price per share on each dividend payment date. An inactive or illiquid trading market may have an adverse impact on the market price of the Common Stock. Moreover, price fluctuations in the Common Stock may not necessarily be dependent upon or reflective of the performance of the Company.


The Bank faces significant competition from many other banks, savings institutions and other financial institutions which have branch offices or otherwise operate in the Bank's market area, as well as many other companies now offering a variety of financial services. Many of these competitors have substantially greater financial resources than the Bank including a larger capital base that allows them to attract customers seeking larger loans than the Bank is able to make. There is no assurance that the Bank will continue to compete successfully in its market area.

Future Issuances of Common Stock

Subsequent to the commencement of the Plan, the Board of Directors of the Company will continue to have authority to issue additional shares of the Common Stock. Any future issuances may result in dilution of the value of the shares issued pursuant to the Plan.

Anti-takeover Provisions

The Company's Certificate of Incorporation, By-Laws and the New York Business Corporation Law contain certain provisions which may make more difficult or discourage a non-negotiated merger, tender other or a proxy contest for control of the Company, the assumption of control of the Company by a holder of a large block of Common Stock and the removal of the Company's management, even if such transactions might be generally favorable to the interests of some stockholders.

Federal and State Government Regulation

The operations of the Company and the Bank are heavily regulated and will be affected by present and future legislation and by the policies established from time to time by various federal and state regulatory authorities. In particular, the monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banks in the past and are expected to continue to do so in the future.

Management's Discretion in Allocation of Proceeds

The net proceeds of the sale of the shares of the newly issued Common Stock pursuant to the Plan will be used for general corporate purposes to support the growth and expansion of the Company and the Bank. Management, however, has discretion in determining the actual manner in which net proceeds will be applied. The precise use, amounts and timing of the application of proceeds will depend upon, among other things, the funding requirements of the Bank, the availability of other funds, and the existence of business opportunities.

For more information, please address all correspondence concerning the Plan to Computershare Investor Services, LLC (the "Agent"):

Computershare Trust Company, N.A.
250 Royall Street
Mail Stop 1A
Canton, MA 02021

Please mention Evans Bancorp, Inc. in all your correspondence and, if you are a participant in the Plan, give the number of your account. If you prefer, you may call Computershare Trust Company, N.A. for general questions on shareholder services and for dividend reinvestment plan information at 1-888-294-8217.