8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of Earliest Event Reported): April 24, 2013

Evans Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York	0-18539	16-1332767
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Grimsby Drive, Hamburg, NY	14075
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (716) 926-2000

14 North Main Street,

Angola, New York

14006

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 24, 2013 Evans Bancorp, Inc., issued a press release setting forth its results of operations and financial condition for the first quarter of 2013. A copy of that press release is attached hereto as Exhibit 99.1.

The 2013 annual meeting of shareholders of the Company (the “2013 Annual Meeting”) was held in Orchard Park, New York on April 24, 2013. As reported under Item 5.07 below, at the 2013 Annual Meeting, the Company’s shareholders approved the Evans Bancorp, Inc. 2013 Employee Stock Purchase Plan. A copy of the plan, as amended, was filed as Appendix A to the Company’s Definitive Proxy Statement on March 21, 2013.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company’s 2013 Annual Meeting, Phillip Brothman, David J. Nasca, Thomas H. Waring, Jr., and Lee C. Wortham were elected as directors for a term of three years. The 2013 Evans Bancorp, Inc. Employee Stock Purchase Plan was approved and the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2013 was ratified. Also, the Company’s shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers and the frequency of future advisory votes on named executive officer compensation to be every one year.

The following table reflects the tabulation of votes with respect to the matters voted on at the 2013 Annual Meeting:

Proposal I:

Election of Directors

Philip Brothman

FOR: 2,189,391

WITHHOLD: 115,326

BROKER NON-VOTES: 498,569

David J. Nasca

FOR: 2,023,317

WITHHOLD: 281,400

BROKER NON-VOTES: 498,569

Thomas H. Waring, Jr.

FOR: 1,993,864

WITHHOLD: 310,853

BROKER NON-VOTES: 498,569

Lee C. Wortham

FOR: 2,204,329

WITHHOLD: 100,388

BROKER NON-VOTES: 498,569

Proposal II:

The proposal to adopt the 2013 Evans Bancorp, Inc. Employee Stock Purchase Plan:

FOR: 2,154,093

AGAINST: 85,695

ABSTAIN: 64,929

BROKER NON-VOTES: 498,569

Proposal III:

The proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers:

FOR: 1,879,454

AGAINST: 364,292

ABSTAIN: 60,972

BROKER NON-VOTES: 498,569

Proposal IV:

The proposal to approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation to be every year:

ONE YEAR: 1,842,065

TWO YEARS: 58,003

THREE YEARS: 315,153

ABSTAIN: 89,495

BROKER NON-VOTES: 498,569

Proposal V:

Ratification of the appointment of KPMG LLP as Evans Bancorp, Inc.’s independent registered public accounting firm for fiscal 2013:

FOR: 2,717,293

AGAINST: 31,041

ABSTAIN: 54,952

The following directors also continued their terms in office following the 2013 Annual Meeting:

James E. Biddle, Jr.

Marsha S. Henderson

Kenneth C. Kirst

Robert G. Miller, Jr.

John R. O’Brien

Michael J. Rogers

Nancy W. Ware

In consideration of the shareholder vote at the 2013 Annual Meeting on the “say-on-pay-frequency” proposal and other factors it considered, the Company’s Board of Directors decided that the Company will hold an advisory “say-on-pay” vote on an annual basis until the next required vote on the frequency of shareholder advisory votes on executive compensation. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2019 Annual Meeting of Stockholders.

Item 7.01 Regulation FD Disclosure.

On April 25, 2013, David J. Nasca, President and CEO of the Company delivered a presentation to shareholders at the 2013 Annual Meeting. A copy of this presentation is attached as Exhibit 99.2.

In the presentation, Mr. Nasca highlighted the Company’s 2012 results, including the record net income of $8.1 million. The 2012 net income included a release of allowance for loan and lease losses of $68 thousand. In the two previous years, the Company earned $6.1 million in 2011 and $4.8 million in 2010, which included provision for loan and lease losses of $2.5 million and $3.9 million, respectively. While reviewing the 2013 first quarter results, Mr. Nasca noted that the provision for loan and lease losses was $450 thousand, compared to a release of allowance for loan and lease losses of $249 thousand in the first quarter of 2012. Given the return to more normalized provision levels in the first quarter of 2013, Mr. Nasca said that he “expected the 2012 results to be difficult to replicate in 2013.”

Other than the information reported under Item 5.07 above, the information in this Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 – Press Release of Evans Bancorp, Inc. dated April 24, 2013

Exhibit 99.2 – Presentation to Shareholders at 2013 Annual Meeting

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

April 26, 2013	Evans Bancorp, Inc.
	By:	/s/ David J. Nasca
	Name:	David J. Nasca
	Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

News     Release

Evans Bancorp, Inc. One Grimsby Drive Hamburg, NY 14075

IMMEDIATE RELEASE

Evans Bancorp Reports Net Income of $1.8 Million for the 2013 First Quarter

HAMBURG, NY, April 24, 2013– Evans Bancorp, Inc. (the “Company” or “Evans”) (NYSE MKT: EVBN), a community financial services company serving Western New York since 1920, today reported its results of operations for the first quarter ended March 31, 2013.

SUMMARY OF THE 2013 FIRST QUARTER

• First quarter net interest income of $6.8 million was comparable with the prior year period.

• Provision for loan losses of $450 thousand is a return to a more normalized level after a $249 thousand release of provision in 2012.

• First quarter net income was $1.8 million, or $0.43 per diluted share, compared with $2.4 million, or $0.58 per diluted share, in the first quarter of 2012.

• The ratio of non-performing loans and leases to total loans and leases decreased from 2.09% to 1.37% year-over-year.

• Total deposits increased $48.6 million, or 7.5%, over 2012 first quarter, driven by continued growth in savings and transactional deposits.

• Strong capital position with Total Risk-Based Capital ratio of 15.28% at March 31, 2013.

Net income was $1.8 million in the first quarter of 2013, down 23.7% from net income of $2.4 million in the first quarter of 2012, primarily reflecting an increase in the provision for loan and lease losses. The prior-year period included a release of loan and lease loss reserves due to the continued improvement in the leasing portfolio’s credit quality. Overall, the provision for loan and lease losses increased $0.7 million from a release of $249 thousand in the first quarter of 2012 to a provision of $450 thousand in the first quarter of 2013. Return on average equity was 9.55% for the first quarter of 2013, compared with 13.59% in the first quarter of 2012.

“During the first quarter the bank grew at a slower pace than recent quarters, due mainly to loan payoffs and slower loan closings,” said David J. Nasca, Evans Bank President & CEO. “We did, however, attain higher loan and deposit balances while continuing to improve asset quality. Income comparisons to last year’s first quarter appear less favorable as provision for loan and lease losses returned to more normal levels. We continue to diversify and rebalance our loan portfolio with increased commercial and industrial and consumer loans and anticipate a healthier pace of growth in the second quarter as we have a strong loan pipeline and as business activity picks up.”

Net Interest Income

Net interest income was $6.8 million for the 2013 first quarter, flat when compared with the first quarter of 2012 and down 3.9% from the trailing fourth quarter of 2012.

The Company’s net interest margin decreased in the first quarter to 3.63%, compared with the 2012 fourth quarter net interest margin rate of 3.78%, and 2012 first quarter rate of 3.93%. When compared with last year’s first quarter, the Company has been able to partially offset the 57 basis point decrease in the yield on interest-earning assets through reduced pricing of its interest bearing liabilities by 34 basis points.

The provision for loan and lease losses in the first quarter of 2013 was $450 thousand. The prior-year period had a release of $249 thousand in provision, and the trailing fourth quarter of 2012 had a release of $129 thousand in provision.

Evans Bancorp Reports Net Income of $1.8 million for the 2013 First Quarter

April 24, 2013

Page 2 of 7

Non-Interest Income

Non-interest income remained steady at $3.3 million, or 32.7% of total revenue, in the first quarter of 2013, compared with the first quarter of 2012. Insurance agency revenue of $2.0 million was up $54 thousand, or 2.8%, from the 2012 first quarter, due mostly to increases in profit sharing and commercial lines revenue. Service charges on deposits increased 10.6% to $482 thousand from the prior-year period. Compared with the fourth quarter of 2012, total non-interest income remained flat, with an increase in insurance agency revenue offset by a decrease in other income. The increase in insurance agency revenue in the linked quarter is due to seasonal profit-sharing income, while the decrease in other income is driven by a decrease in income related to selling loans to Fannie Mae as the Company decided to retain more residential mortgage originations in portfolio.

Non-Interest Expense

Total non-interest expense was $7.1 million in the first quarter of 2013, an increase of 2.4% from $6.9 million in the first quarter of 2012. The main driver of the increase was occupancy costs, which were up $131 thousand, or 19.1%, compared with the first quarter of 2012. This was due mainly to a write-off of software which is no longer going to be utilized.

As a result, the Company’s first quarter efficiency ratio increased to 69.20% compared with 67.10% during the prior-year period.

Income tax expense for the quarter ended March 31, 2013, was $0.8 million, representing an effective tax rate of 30.4% compared with an effective tax rate of 31.7% in the first quarter of 2012.

Balance Sheet Highlights

Total assets grew to $823.7 million at March 31, 2013, up 6.2% from $775.8 million on March 31, 2012, and up 1.7% from $809.7 million at the end of the 2012 fourth quarter. Loans were $587.2 million at March 31, 2013, an increase of 2.1% from $575.2 million at March 31, 2012, and up 1.0% from $581.3 million at December 31, 2012.

Investment securities were $98.2 million at March 31, 2013, up 2.5% from $95.8 million at the end of the fourth quarter of 2012 and down 12.7% from $112.5 million as of the end of first quarter of 2012. Other assets increased $53.5 million over last year’s first quarter, the majority of which was in Fed Funds sold balances due to deposit growth outpacing loan growth.

Total deposits increased $48.6 million, or 7.5%, to $698.3 million at March 31, 2013, from $649.7 million at March 31, 2012, and grew $19.3 million, or 2.8%, from the 2012 year-end balance. The sequential quarter and year-over-year growth was attributable to deposit increases in both seasonal municipal and consumer products. The Company’s Better Checking product (included in the NOW category), along with its complementary Better Savings product, continues to be successful in acquiring new customers, deepening existing relationships and increasing fee income.

Asset Quality

Net charge-offs to average total loans and leases ratio were 0.02% for the first quarter of 2013, down from 0.32% in the first quarter of 2012 and down from 0.24% in the fourth quarter of 2012. The improved charge-off percentage remains below industry standards and reflects the Bank’s focus on maintaining strong credit fundamentals.

The ratio of non-performing loans and leases to total loans and leases improved to 1.37% at March 31, 2013, from 1.38% and 2.09% at December 31, 2012, and March 31, 2012, respectively. During the first quarter of 2013, there was a $0.2 million decrease in non-performing loans and leases due mainly to commercial loan charge-offs.

The ratio of the allowance for loan and lease losses to total loans and leases was 1.73% at

Evans Bancorp Reports Net Income of $1.8 million for the 2013 First Quarter

April 24, 2013

Page 3 of 7

March 31, 2013, compared with 1.67% at December 31, 2012, and 1.86% at the end of 2012 first quarter. The level of non-performing loans and leases decreased, resulting in an improved coverage ratio of 126.4% at March 31, 2013, compared with 118.3% at December 31, 2012 and 82.7% at March 31, 2012.

Gary A. Kajtoch, Executive Vice President and CFO commented, “Our nonperforming loans have continued to decline as a result of a concerted effort to manage credits that require attention. We will maintain rigorous credit standards as we strive for profitable growth in this intensely competitive marketplace.”

Capital Management

The Company consistently maintains regulatory capital ratios measurably above the federal “well capitalized” standard, including a Tier 1 leverage ratio of 9.87% at March 31, 2013. Book value per share was $18.26 at March 31, 2013, compared with $17.94 at December 31, 2012, and $17.06 at March 31, 2012. Tangible book value per share at March 31, 2013 was $16.26, up 2.1% from the end of the fourth quarter of 2012 and up 8.7% from the first quarter 2012.

Outlook

Mr. Nasca concluded, “While the outlook for financial institutions continues to be challenging, we believe we can grow profitably by executing our newly updated strategic plan which focuses on structured relationship development and customer acquisition, enhanced fee-based income and refined risk management approaches. Evans seeks to deliver solutions based upon our intimate knowledge of customer needs, which differentiates us from regional and national banks. We expect this relationship-based approach will provide for market growth and increased shareholder value.”

About Evans Bancorp, Inc.

Evans Bancorp, Inc. is a financial holding company and the parent company of Evans Bank, N.A., a commercial bank with $824 million in assets and $698 million in deposits at March 31, 2013. Evans is a full-service community bank, with 13 branches, providing comprehensive financial services to consumer, business and municipal customers throughout Western New York. Evans Bancorp’s wholly-owned insurance subsidiary, The Evans Agency, LLC, provides property and casualty insurance through 7 insurance offices in the Western New York region. Evans Investment Services, provides non-deposit investment products, such as annuities and mutual funds.

Evans Bancorp, Inc. and Evans Bank routinely post news and other important information on their Web sites, at www.evansbancorp.com and www.evansbank.com.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning future business, revenue and earnings. These statements are not historical facts or guarantees of future performance, events or results. There are risks, uncertainties and other factors that could cause the actual results of Evans Bancorp to differ materially from the results expressed or implied by such statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, include competitive pressures among financial services companies, interest rate trends, general economic conditions, changes in legislation or regulatory requirements, effectiveness at achieving stated goals and strategies, and difficulties in achieving operating efficiencies. These risks and uncertainties are more fully described in Evans Bancorp’s Annual and Quarterly Reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Evans Bancorp undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new, updated information, future events or otherwise.

Evans Bancorp Reports Net Income of $1.8 million for the 2013 First Quarter

April 24, 2013

Page 4 of 7

For more information contact:	-OR-
Gary A. Kajtoch	Deborah K. Pawlowski
Executive Vice President and Chief Financial Officer	Kei Advisors LLC
Phone: (716) 926-2000	Phone: (716) 843-3908
Email: gkajtoch@evansbank.com	Email: dpawlowski@keiadvisors.com

TABLES FOLLOW

Evans Bancorp Reports Net Income of $1.8 million for the 2013 First Quarter

April 24, 2013

Page 5 of 7

EVANS BANCORP, INC. AND SUBSIDIARIES SELECTED FINANCIAL DATA (UNAUDITED) (in thousands except shares and per share data)
	3/31/2013			12/31/2012			9/30/2012			6/30/2012			3/31/2012
ASSETS
Investment Securities	$	98,220		$	95,807		$	95,912		$	96,802		$	112,492
Loans		587,157			581,283			596,176			594,569			575,188
Leases		929			1,612			2,440			3,355			4,512
Allowance for loan and lease losses		(10,154	)		(9,732	)		(10,208	)		(10,658	)		(10,790	)
Goodwill and intangible assets		8,367			8,429			8,492			8,569			8,675
All other assets		139,195			132,277			106,496			85,486			85,716
Total assets	$	823,714		$	809,676		$	799,308		$	778,122		$	775,793
LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand deposits	$	123,084		$	123,405		$	126,251		$	116,231		$	114,423
NOW deposits		73,016			65,753			62,946			63,535			62,077
Regular savings deposits		391,739			380,924			375,859			365,875			363,552
Time deposits		110,461			108,910			107,674			108,279			109,629
Total deposits		698,300			678,992			672,730			653,920			649,681
Borrowings		37,113			42,441			39,411			40,185			42,010
Other liabilities		11,806			13,416			13,185			11,736			13,647
Total stockholders’ equity	$	76,495		$	74,827		$	73,982		$	72,281		$	70,455
SHARES AND CAPITAL RATIOS
Common shares outstanding		4,190,257			4,171,473			4,151,985			4,153,332			4,128,905
Book value per share	$	18.26		$	17.94		$	17.82		$	17.40		$	17.06
Tangible book value per share	$	16.26		$	15.92		$	15.77		$	15.34		$	14.96
Tier 1 leverage ratio		9.87	%		9.69	%		9.71	%		9.77	%		9.74	%
Tier 1 risk-based capital ratio		14.02	%		13.41	%		12.96	%		12.92	%		12.96	%
Total risk-based capital ratio		15.28	%		14.67	%		14.22	%		14.18	%		14.22	%
ASSET QUALITY DATA
Total non-performing loans and leases	$	8,036		$	8,229		$	9,415		$	11,008		$	13,041
Total net loan and lease charge-offs		28			346			459			433			456
Non-performing loans and leases/Total loans and leases		1.37	%		1.38	%		1.53	%		1.77	%		2.09	%
Net loan and lease charge-offs/Average loans and leases		0.02	%		0.24	%		0.31	%		0.30	%		0.32	%
Allowance for loans and leases to total loans and leases		1.73	%		1.67	%		1.71	%		1.78	%		1.86	%

Evans Bancorp Reports Net Income of $1.8 million for the 2013 First Quarter

April 24, 2013

Page 6 of 7

EVANS BANCORP, INC AND SUBSIDIARIES

SELECTED OPERATIONS DATA (UNAUDITED)

(in thousands except share and per share data)

	2013			2012			2012			2012			2012
	First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Interest income	$	7,956		$	8,409		$	8,309		$	8,289		$	8,369
Interest expense		1,130			1,309			1,364			1,408			1,516
Net interest income		6,826			7,100			6,945			6,881			6,853
Provision for loan and lease losses		450			(129	)		9			301			(249	)
Net interest income after provision		6,376			7,229			6,936			6,580			7,102
Deposit service charges		482			498			487			437			436
Insurance service and fee revenue		1,999			1,604			1774			1,643			1,945
Bank-owned life insurance		113			120			118			134			117
Other income		716			1,060			837			824			790
Total non-interest income		3,310			3,282			3,216			3,038			3,288
Salaries and employee benefits		4,289			4,083			4,778			4,229			4,214
Occupancy		816			776			679			645			685
Repairs and maintenance		178			213			210			177			169
Advertising and public relations		124			214			119			336			145
Professional services		454			463			356			567			539
Technology and communications		291			337			320			276			263
Amortization of intangibles		62			63			77			105			104
FDIC insurance		138			130			118			139			134
Other expenses		724			926			699			848			656
Total non-interest expenses		7,076			7,204			7,356			7,323			6,909
Income before income taxes		2,610			3,307			2,796			2,295			3,481
Income tax provision		794			1,185			660			800			1,102
Net income	$	1,816		$	2,122		$	2,136		$	1,495		$	2,379
PER SHARE DATA
Net income per common share-diluted	$	0.43		$	0.51		$	0.51		$	0.36		$	0.58
Cash dividends per common share	$	0.00		$	0.24		$	0.22		$	0.00		$	0.22
Weighted average number of diluted shares		4,210,595			4,180,578			4,177,567			4,156,868			4,131,330
PERFORMANCE RATIOS
Return on average total assets		0.89	%		1.05	%		1.07	%		0.77	%		1.26	%
Return on average stockholders’ equity		9.55	%		11.33	%		11.60	%		8.33	%		13.59	%
Efficiency ratio		69.20	%		68.78	%		71.64	%		72.75	%		67.10	%

Evans Bancorp Reports Net Income of $1.8 million for the 2013 First Quarter

April 24, 2013

Page 7 of 7

EVANS BANCORP, INC AND SUBSIDIARIES SELECTED AVERAGE BALANCES AND YIELDS/RATES (UNAUDITED) (in thousands)
	2013			2012			2012			2012			2012
	First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
AVERAGE BALANCES
(dollars in thousands)
Loans and leases, net	$	575,953		$	585,453		$	590,200		$	574,639		$	568,863
Investment securities		98,120			101,135			99,347			101,053			105,339
Interest bearing deposits at banks		78,426			63,797			48,619			39,198			23,271
Total interest-earning assets		752,499			750,385			738,166			714,890			697,473
Non interest-earning assets		61,314			58,617			57,776			58,261			58,607
Total Assets	$	813,813		$	809,002		$	795,942		$	773,151		$	756,080
NOW	$	67,836		$	62,245		$	62,283		$	60,472		$	55,116
Regular savings		359,434			355,327			352,378			336,798			326,090
Muni-Vest savings		21,348			28,991			21,792			26,821			22,076
Time deposits		110,209			108,447			108,179			109,170			112,079
Total interest-bearing deposits		558,827			555,010			544,632			533,261			515,361
Other borrowings		43,693			41,948			39,883			40,619			42,512
Total interest-bearing liabilities		602,520			596,958			584,515			573,880			557,873
Demand deposits		122,359			124,741			124,590			115,033			114,783
Other non-interest bearing liabilities		12,857			12,408			13,186			12,471			13,418
Stockholders’ equity		76,077			74,895			73,651			71,766			70,006
Total Liabilities and Equity	$	813,813		$	809,002		$	795,942		$	773,151		$	756,080
YIELD/RATE
Loans and leases, net		5.04	%		5.26	%		5.13	%		5.23	%		5.28	%
Investment securities		2.80	%		2.74	%		2.93	%		2.98	%		3.23	%
Interest bearing deposits at banks		0.09	%		0.09	%		0.12	%		0.15	%		0.15	%
Total interest-earning assets		4.23	%		4.48	%		4.50	%		4.64	%		4.80	%
NOW		0.67	%		1.05	%		1.03	%		0.99	%		1.01	%
Regular savings		0.35	%		0.46	%		0.54	%		0.57	%		0.69	%
Muni-Vest savings		0.28	%		0.30	%		0.29	%		0.30	%		0.38	%
Time deposits		1.63	%		1.70	%		1.67	%		1.80	%		1.85	%
Total interest-bearing deposits		0.64	%		0.76	%		0.81	%		0.86	%		0.96	%
Other borrowings		2.20	%		2.45	%		2.59	%		2.58	%		2.58	%
Total interest-bearing liabilities		0.75	%		0.88	%		0.93	%		0.98	%		1.09	%
Interest rate spread		3.48	%		3.60	%		3.57	%		3.66	%		3.71	%
Contribution of interest-free funds		0.15	%		0.18	%		0.19	%		0.19	%		0.22	%
Net interest margin		3.63	%		3.78	%		3.76	%		3.85	%		3.93	%

EX-99.2

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

Annual Meeting of Shareholders

April 25, 2013

Exhibit 99.2

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

John R. O’Brien

Chairman

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

David J. Nasca

President and CEO

©

2013 by Evans Bancorp

Safe Harbor Statement

Safe Harbor Statement

4

This presentation includes "forward looking statements" within the meaning

of the Private Securities Litigation Reform Act of 1995. Such statements

include, but are not limited to, statements concerning future business,

revenue and earnings. These statements are not historical facts or

guarantees of future performance, events or results. There are risks,

uncertainties and other factors that could cause the actual results of the

Company to differ materially from the results expressed or implied by such

forward-looking statements. Information on factors that could affect the

Company's business and results is discussed in the Company's periodic

reports filed with the Securities and Exchange Commission. Forward looking

statements speak only as of the date they are made. The Company

undertakes no obligation to publicly update or revise forward looking

information, whether as a result of new, updated information, future events or

otherwise.

©

2013 by Evans Bancorp

2012 Highlights -

2012 Highlights -

Record Year

Record Year

(in millions)

Record results reflect past investments

Balanced lending

Expanded product set

Core deposit growth

Net Income

5

$4.9

$0.7

$4.8

$6.1

$8.1

2008

2009

2010

2011

2012

©

2013 by Evans Bancorp

Growing Shareholder Value

Growing Shareholder Value

6

$12.39

$12.72

$13.18

$14.60

$15.92

$16.57

$16.34

$15.45

$16.72

$17.94

2008

2009

2010

2011

2012

Tangible Book Value Per Share

Book Value Per Share

©

2013 by Evans Bancorp

Returning Capital to Shareholders

Returning Capital to Shareholders

7

Accelerated payment of semi-annual dividend in 2012 due to tax concerns

Increased semi-annual dividend rate to $0.24 per share

$0.78

$0.61

$0.40

$0.40

$0.44

$0.24

2008

2009

2010

2011

2012

Dividends Paid

Accelerated Dividend Payment

©

2013 by Evans Bancorp

8

52%

Increase

in

share value thru

3/31/13

(through 3/31/2013)

Strong Market Performance

Strong Market Performance

2012 stock price improved 44%

7%

17%

27%

37%

47%

57%

Dec-11

Mar-12

Jun-12

Sep-12

Dec-12

Mar-13

EVBN

SNL Bank

High Performing Peers

Local

-3%

©

2013 by Evans Bancorp

2012 Highlights

2012 Highlights

9

Top 3 lender in the market –

generated over

$10 million for the third consecutive year

Launched mobile banking –

strong usage rates

©

2013 by Evans Bancorp

10

Focus on Efficiency –

Focus on Efficiency –

Building Consolidation

Building Consolidation

©

2013 by Evans Bancorp

11

Pride in Our Community

Pride in Our Community

©

2013 by Evans Bancorp

12

New Williamsville Branch

New Williamsville Branch

Northtowns Expansion

Northtowns Expansion

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

Gary A. Kajtoch

Executive Vice President and CFO

Financial Highlights

Financial Highlights

and Results

and Results

©

2013 by Evans Bancorp

14

Strong Performance

Strong Performance

($ in millions)

Expanded asset base through organic loan growth and acquisition

Increased future earnings power potential

Assets expanded 83% since 2007

Asset growth of 53%

©

2013 by Evans Bancorp

$529.0

$619.4

$671.5

$740.9

$809.7

2008

2009

2010

2011

2012

©

2013 by Evans Bancorp

Core Banking: Loan Growth

Core Banking: Loan Growth

15

Diversifying loan portfolio

High quality in-market commercial loans

Capturing strong credits from larger banks

($ in millions)

$349.1

$458.1

$512.5

$577.4

$581.3

2008

2009

2010

2011

2012

©

2013 by Evans Bancorp

As of December 31, 2012

Diverse Loan Portfolio

Diverse Loan Portfolio

* Includes construction loans

Commercial Loans

Total Loan Portfolio

$582.9 million

16

Commercial Mortgages*

Home Equities

Residential Mortgages*

Commercial & Industrial

Other

Non

owner occupied CRE

Owner occupied CRE

C&I

Multi

family

Construction / Land Development

-

-

©

2013 by Evans Bancorp

17

Asset Quality

Asset Quality

NPAs to Total Loan + OREO

* Peer data per SNL

EVBN (GAAP)              Banks > $500 Million and < $1 Billion in Assets*

0.89%

2.65%

2.64%

2.60%

1.41%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

2008

2009

2010

2011

2012

3.06%

6.00%

©

2013 by Evans Bancorp

18

Conservative Standards

Conservative Standards

Allowance for Loan Loss / Non-Accruals

Q4 2012

* Peer data per SNL

ENL

-

Evans National Leasing                                        

WVB

-

Waterford Village Bank (FDIC assisted acquisition)

Allowance to

Loan Ratio

(as of 12/31/2012)

1.67%

** Allowance for ENL: $47 thousand; Allowance for WVB: $119 thousand 

118.3%

154.1%

96.1%

EVBN (GAAP)

EVBN with ENL & WVB**

Banks <$1B*

©

2013 by Evans Bancorp

19

Low Cost Core Deposits

Low Cost Core Deposits

($ in millions)

13.4% increase since 2011 in regular savings, demand deposits and

NOW deposits

2012 deposit costs: 0.69%

2012 Deposit Composition:

$679.0 million

$404.0

$499.5

$544.5

$616.2

$679.0

2008

2009

2010

2011

2012

56.1%

16.0%

27.9%

Savings & Money Market

Time Deposits

Demand & NOW

©

2013 by Evans Bancorp

* Excludes $0.7 million gain on bargain purchase 

20

Strong Revenue Growth

Strong Revenue Growth

($ in millions)

Q4 2012 net interest margin 12 basis points above Banks <$1B

Net Interest Margin

(Q4 2012)

3.78%

$30.9

$36.0

$37.1

$38.4

$40.6

2008

2009*

2010

2011

2012

©

2013 by Evans Bancorp

21

~32% of total revenue in 2012

Fee income less rate sensitive

Increased cross-sell

Non-Interest Income

Non-Interest Income

* Excludes $0.7 million gain on bargain purchase.

($ in millions)

2012

14.5%

54.3%

3.8%

27.4%

Bank Charges

Insurance Service & Fees

Bank-owned Life Insurance

Other Income

$11.7

$13.4

$12.6

$12.4

$12.8

2008

2009*

2010

2011

2012

©

2013 by Evans Bancorp

Bottom-line Results

Bottom-line Results

($ in millions)

Net Income

$ 1.78

$ 1.78

$ 0.25

$ 0.25

$ 1.34

$ 1.34

$ 1.49

$ 1.49

$ 1.95

$ 1.95

Earnings Per Share

*

(diluted)

* 2009 and 2010 EPS include leasing losses of $(1.35) and $(0.09), respectively

22

$4.9

$0.7

$4.8

$6.1

$8.1

2008

2009*

2010*

2011

2012

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

2013 First Quarter Results

2013 First Quarter Results

©

2013 by Evans Bancorp

First Quarter 2013

First Quarter 2013

(in millions, except per share data)

Net Interest Income

Non-Interest Income

Non-Interest Expense

Net Income

Earnings Per Share (diluted)

$6.9

$6.8

$3.3

$3.3

$6.9

$7.1

Q1 2012

Q1 2013

Q1 2012

Q1 2013

Q1 2012

Q1 2013

$2.4

$1.8

Q1 2012

Q1 2013

$0.58

$0.43

Q1 2012

Q1 2013

©

2013 by Evans Bancorp

Evans Bancorp –

March 31,

Risk-Based Capital Ratios

Regulatory

Guidelines for

Well Capitalized

2013

2012

2011

Tier 1 leverage ratio

5.00%

9.87%

9.74%

9.89%

Tier 1 risk-based capital

6.00%

14.02%

12.96%

12.95%

Total risk based capital

10.00%

15.28%

14.22%

14.21%

TCE/TA

8.36%

8.05%

7.99%

Tangible Book Value

$16.26

$14.96

$13.48

Capital Structure

Capital Structure

26

©

2013 by Evans Bancorp

The Year Ahead

The Year Ahead

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

Looking Forward

Looking Forward

Market Opportunity

Market Opportunity

28

©

2013 by Evans Bancorp

WNY’s

WNY’s

Resurgence

Resurgence

29

©

2013 by Evans Bancorp

WNY’s

WNY’s

Resurgence

Resurgence

30

Source: FDIC, as of June

30, 2012

Opportunity for Expansion

Opportunity for Expansion

Market Share by Deposits

2012

$32.3B Total Deposits

HSBC

8.8%

M&T

42.7%

Key

Bank

8.3%

First

Niagara

26.2%

Evans

1.9%

Citizens

4.6%

Bank of

America

3.8%

All

Others

3.7%

Continued market share

expansion

Market values community

centric approach

©

2013 by Evans Bancorp

1.1%

1.9%

2008

2012

©

2013 by Evans Bancorp

2013 Strategic Plan

2013 Strategic Plan

31

Effective Risk

Management

Refocus

Community

Banking Model

Fee Based

Income Growth

Optimize

Technology

Effective

Lending

Strategy

Strengthen

Operating

Model

©

2013 by Evans Bancorp

33

©

2013 by Evans Bancorp

Investment Highlights

Investment Highlights

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

Questions

Questions

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

Results of the Election

Results of the Election

NYSE MKT:

EVBN

©

2013 by Evans Bancorp

www.evansbank.com

Annual Meeting of Shareholders

April 25, 2013