a) On May 15, 2012, Ohio Legacy Corp (the "Company") held its 2012 Annual Meeting of Shareholders (the "Annual Meeting"). At the close of business on the April 17, 2012 record date, 19,714,564 shares of common stock were outstanding and entitled to vote. At the Annual Meeting, 18,766,239 shares or 95.2%, of the outstanding common shares entitled to vote were represented by proxy or in person.

b) The following individuals were elected as Class III directors to serve for a three year term to expire at the Company's 2015 annual meeting of shareholders and until their successors are duly elected and qualified:

                             For           Against       Abstain       Broker Non-Vote
      Brian C. Layman      17,327,644        40,940         3,750             1,393,905
      James P. Tressel     16,040,618       741,591       590,125             1,393,905
      David B. Wurster     17,281,624        86,710         4,000             1,393,905

Other directors whose term of office continued after the Annual Meeting:

Louis Altman

Bruce A. Cassidy, Sr.

Rick L. Hull

Denise M. Penz

Wilbur R. Roat

Francis P. Wenthur

c) An Amendment to Ohio Legacy Corp's Second Amended and Restated Articles of Incorporation, as amended, that would effect a one-for-ten (1-for-10) reverse stock split of Ohio Legacy Corp's common stock:

For Against Abstain Broker Non-Vote 18,185,065 571,613 9,561 -

d) To act upon such other matters as may properly come before the Annual Meeting or any adjournments thereof:

For Against Abstain Broker Non-Vote 18,700,357 - - 65,882