DCB FINANCIAL CORP.
North Sandusky Street
Delaware, Ohio 43015
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
May 20, 1998
TO THE SHAREHOLDERS OF DCB FINANCIAL CORP.:
You are hereby notified that the annual meeting of the shareholders of DCB Financial Corp. (the "Company") will
be held on May 20, 1998 at 7:30 P.M. (Dinner at 6:30 P.M.) at Branch Rickey Arena (South Sandusky Street),
Ohio Wesleyan University, Delaware, Ohio, for the purpose of considering and acting upon the following:
1. To elect Class II directors to hold office until the expiration of their terms (3 years) expiring is at the Annual
Meeting in 2001 or until their successors shall be duly elected and qualified, and
2. To transact such other business as may properly come before the meeting or any adjournment thereof.
This is the second Annual Meeting for the Company which acquired The Delaware County Bank and Trust
Company (the "Bank") effective as of the conclusion of business on March 14, 1997. The Board of Directors has
fixed April 1, 1998 as the record date for the determination of shareholders entitled to notice of and to vote at the
annual meeting. As of the record date there were 4,228,200 shares of the Company's no par value common
stock outstanding. The stock transfer books of the Company will not be closed prior to the meeting.
A copy of the Bank's Annual Report, which includes the Bank's audited Balance Sheets as of December 31,
1997 and 1996, the related audited statements of Income, Statements of Changes in Shareholders' Equity, and
Statements of Cash Flows for each of the two years ended December 31, 1997 and 1996, is enclosed.
By the order of the Board of Directors
Larry D. Coburn, President
April 17, 1998
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. YOU MAY REVOKE YOUR EXECUTED PROXY AT ANY TIME BEFORE IT IS
EXERCISED AT THE ANNUAL MEETING OF SHAREHOL