425

Filed by Old National Bancorp

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: United Bancorp, Inc.

Commission File No.: 000-16640

The following excerpts relating to Old National Bancorp’s pending acquisition of United Bancorp, Inc. are from the slide presentation at Old National Bancorp’s Annual Meeting of Shareholders held on May 8, 2014.

*    *    *


13
Forward-Looking Statement
This presentation contains certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include, but are not limited to,
descriptions of Old National Bancorp’s financial condition, results of operations, asset and credit
quality trends and profitability and statements about the expected timing, completion, financial
benefits and other effects of Old National Bancorp’s proposed merger with United Bancorp, Inc.
(“United”).  Forward-looking statements can be identified by the use of the words “anticipate,”
“believe,”
“expect,”
“intend,”
“could”
and “should,”
and other words of similar meaning. These
forward-looking statements express management’s current expectations or forecasts of future
events and, by their nature, are subject to risks and uncertainties and there are a number of factors
that could cause actual results to differ materially from those in such statements.  Factors that might
cause such a difference include, but are not limited to: expected cost savings, synergies and other
financial benefits from the merger with Tower Financial Corporation and proposed merger with
United
might
not
be
realized
within
the
expected
time
frames
and
costs
or
difficulties
relating
to
integration matters might be greater than expected; the requisite shareholder and regulatory
approvals for the United merger might not be obtained; market, economic, operational, liquidity,
credit and interest rate risks associated with Old National Bancorp’s businesses; competition;
government
legislation
and
policies
(including
the
impact
of
the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
and
its
related
regulations);
ability
of
Old
National
Bancorp
to
execute
its
business plan (including its proposed acquisition of United); changes in the economy which could
materially impact credit quality trends and the ability to generate loans and gather deposits; failure
or
circumvention
of
our
internal
controls;
failure
or
disruption
of
our
information
systems;
significant changes in accounting, tax or regulatory practices or requirements; new legal obligations
or liabilities or unfavorable resolutions of litigations; other matters discussed in this presentation
and other factors identified in Old National Bancorp’s Annual Report on Form 10-K and other
periodic filings with the Securities and Exchange Commission (“SEC”). These forward-looking
statements are made only as of the date of this presentation, and Old National Bancorp does not
undertake an obligation to release revisions to these forward-looking statements to reflect events or
conditions after the date of this presentation.


Additional Information for Shareholders of United Bancorp, Inc.
Communications in this presentation do not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National has
filed with the SEC a Registration Statement on Form S-4 that includes a preliminary Proxy Statement of
United Bancorp, Inc. (“United”) and a preliminary Prospectus of Old National, and each of Old National and
United has filed and will file other relevant documents concerning the proposed transaction. A definitive
Proxy Statement/Prospectus will be mailed to shareholders of United. United shareholders are urged to read
the Registration Statement and the definitive Proxy Statement/Prospectus regarding the merger when it
becomes available and any other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important information. A free copy of the Proxy
Statement/Prospectus, as well as other filings containing information about Old National and United, may be
obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents
(when available), free of charge, from Old National at www.oldnational.com under the tab “Investor
Relations”
and
then
under
the
heading
“Financial
Information”
or
from
United
by
accessing
United’s
website
at
www.ubat.com
under
the
tab
“Investor
Relations”
and
then
under
the
heading
“SEC
Filings.”
Old National and United and certain of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of United in connection with the proposed
merger. Information about the directors and executive officers of Old National is set forth in the proxy
statement for Old National’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A
on
March
14,
2014.
Information
about
the
directors
and
executive
officers
of
United
is
set
forth
in
United’s
Annual Report on Form 10-K, as filed with the SEC on February 28, 2014. Additional information regarding
the
interests
of
those
participants
and
other
persons
who
may
be
deemed
participants
in
the
transaction
may
be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as described in the preceding paragraph.
15


Opportunities
Grow revenue
Improve efficiency
Strategic partnerships
20


21
Partnerships
Bank of America Branches
Tower Financial Corporation
United Bancorp


22
Why Partnerships?
Improve growth dynamics of the
company
Improve earnings
Improve efficiency by leveraging platform
New talent


23
2004 vs. 2014
2004
2014 Pro-Forma
Pending United locations