Successful Acquirers, Sellers & Independents SCBA Annual Convention Charleston Place June 7-9, 2015 Belief Strength Purpose Disclosure Statements This presentation was prepared exclusively for the South Carolina Bankers Association Annual Convention (“SCBA Annual Convention”) and for the benefit and internal use of the SCBA Annual Convention attendees to whom it is directly addressed and delivered (including such attendee’s subsidiaries and affiliates, the “Attendees”) as an informational presentation and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Banks Street Partners, LLC (“BSP”). Neither this presentation nor any of its contents may be disclosed or used for any other purpose without the prior written consent of BSP. The information in this presentation is based upon public information and industry research and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. BSP’s opinions and estimates constitute BSP’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or industry research sources. Furthermore, BSP shall have no liability to any party for any errors or omissions that may be contained in this presentations. In addition, our analyses are not and do not purport to be appraisals of the assets, stock or business of any company, financial institution or any other entity. BSP makes no representations as to the actual value which may be paid or received in connection with any investment or other transaction nor the legal, tax or accounting effects of consummating any investment or other transaction. For any discussion or analysis contained in this presentation that pertains to public companies (including the Attendees, if they are public companies), please note that past performance of such companies and their securities is not necessarily a guide to future performance and no representation or warranty, express or implied, is made by BSP with respect to future performance. The price or value of the securities analyzed, either directly or indirectly, may fall or rise against the interest of investors. Any recommendation or opinion contained in this report may become outdated as a consequence of changes in the environment in which the issuer of the securities under analysis operates, in addition to changes in the estimates and forecasts, assumptions and valuation methodology used herein. IRS Circular 230 Disclosure: BSP and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone not affiliated with BSP of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties. This presentation is not to be considered a solicitation to buy or sell any securities and does not constitute a commitment by any BSP entity to underwrite, subscribe for or place any securities or to arrange credit or to provide any other services. 2 Banks Street Partners Professionals Seasoned professionals with more than 140 years of combined experience and more than 500 transactions in the financial services industry ATLANTA CHARLOTTE Lee Burrows Joe Maloney Gary McNorrill Chief Executive Officer Senior Vice President/Analyst COO & Managing Director lburrows@banksstreetpartners.com 404.848.8480 jmaloney@banksstreetpartners.com 404.848.2662 gmcnorrill@banksstreetpartners.com 704.228.0556 Mark Saunders William Izlar Matt Kennedy Managing Director Analyst Associate msaunders@banksstreetpartners.com 404.848.2686 wizlar@banksstreetpartners.com 404.848.2665 mkennedy@banksstreetpartners.com 704.228.0557 Jeff Adams Berkeley McKeown Managing Director Analyst jadams@banksstreetpartners.com 404.848.1571 bmckeown@banksstreetpartners.com 404.891.6821 Will Brackett Nicole Mansfield Senior Vice President Chief Marketing Officer wbrackett@banksstreetpartners.com 404.848.0890 nmansfield@banksstreetpartners.com 404.848.1571 3 Banks Street Partners Recent M&A Deals Highland Financial Services, Inc. Bank Holding Company of: Has Agreed to Merge With Has Agreed to Merge With Has Agreed to Merge With Georgia Commerce Bancshares, Inc. Has Agreed to be Acquired By Valley Financial Corporation Bank Holding Company of: Bank Holding Company of: Pending Pending Pending June 2015 Harbor Bank Group, Inc. Alarion Financial Services Inc. Bank Holding Company of: Bank Holding Company of: Has Merged With Has Merged With Has Merged With December 2014 September 2014 July 2014 Has Been Acquired By Community & Southern Holdings, Inc. Bank Holding Company of: May 2015 4 Southeast M&A League Table Rank 1 2 3 4 5 6 Firm Number of Deals Sandler O'Neill & Partners, L.P. Banks Street Partners, LLC FIG Partners, LLC Keefe, Bruyette & Woods Hovde Group, LLC Raymond James & Associates, Inc. 41 20 19 18 15 12 37 Firms with Nine or Fewer Deals Whole Bank, Branch and FDIC-assisted transactions announced between Jan. 1, 2013 and June, 1 2015 with the target located in either AL, FL, GA, NC, SC or TN Source: SNL Financial 5 Table of Contents TOPIC M&A Market Update PAGE 7 Successful Bank Acquirers 12 Successful Sellers 25 Remaining Independent 31 6 M&A Market Update Southeast Bank M&A Multiple Trends P/E transaction multiples in Southeast M&A deals fluctuated greatly from 2006-YTD2015 driven by unstable earnings, elevated NPAs and an uncertain economic recovery P/TBV multiples are slowly trending upward but remain well below 2006 levels 300 250 30 26 66 58 56 29 30 25 24 51 20 30 30 150 15 100 10 50 5 - - 2006 2007 2008 2009 2010 Median Deal Value/TCE (%) Source: SNL Financial P/E (x) P/TBV (%) 200 2011 2012 2013 2014 Median Deal Value/Earnings (x) 2015 # of M&A Deals 8 M&A Activity by Region and State LTM Transaction Multiples by Region LTM Transaction Multiples by State 160 35 140 30 120 25 100 20 25 100 20 80 15 10 60 40 40 45 40 35 30 15 80 60 40 10 NM 120 180 NM 140 45 NM 160 5 - 5 National Southeast Mid-Atlantic Northeast P/TBV Midwest P/E Southwest West - P/TBV P/E When compared to other regions, Southeast M&A deals completed in the last twelve months rank 4th in P/TBV and 3rd in P/E (of six) South Carolina’s median P/TBV multiple of 137% is in line with the Southeast (136%) and National (138%) medians South Carolina’s median P/E multiple of 24x is slightly above the Southeast (23x) and National (22x) medians Source: SNL Financial 9 M&A Pricing (Population & Asset Size) Urban designation assigned to selling banks headquartered in MSAs with a population of greater than 150,000 Deal Value/TBV (%) Deal Value/TBV (%) 140.0 180.0 135.4 160.0 120.0 167.0 140.0 100.0 101.0 120.0 100.0 80.0 117.7 80.0 60.0 60.0 Urban Rural <500mm >1B Figures represent medians for all publicly disclosed transactions announced since Jan. 1, 2013 with the target based in the Southeast Source: SNL Financial 10 Current Pricing Guidance Historically, over various economic cycles, banks have: Traded at 13x-15x P/E and sold in the 17x-20x P/E range Sold at a 25-35% premium to market price In 2014 and 2015 YTD: A typical, healthy, Southeast bank could attract a change in control premium in a range of 110%-135% of P/TBV and 16x-20x P/E Southeast Banks in urban markets are selling in a range of 130%-200% of P/TBV and 20x-30x P/E Southeast Banks in rural markets are selling in a range of 90%-120% of P/TBV and 14x-18x P/E Source: BSP 11 Successful Bank Acquirers Is There a Difference? Source: The New Yorker 13 BNC Bancorp Overview & Acquisitions Overview Acquisitions Ticker: BNCN 11 acquisitions since 2010 Headquarters: High Point, NC Average size of acquired banks was $317mm and on average, represented 12% of BNCN’s total assets at the time of announcement Bank Established: 1991 Total Assets: $5.0 bn (PF with most recent acquisition) Geography: 66 branches in North Carolina, South Carolina and Virginia Bank Brands: Bank of North Carolina and BNC Bank in South Carolina and Virginia Majority have been market expansions or only partially overlapped with existing branch network Average price change in BNCN announcement to closing is 7.01% stock from Price Change from Day Before Announcement to: Seller Name Seller Headquarters Valley Financial Corp. * Harbor Bank Group, Inc. Community First Financial Group, Inc. South Street Financial Corp. Randolph Bank & Trust Company Carolina Federal Savings Bank First Trust Bank KeySource Financial, Inc. Blue Ridge Savings Bank, Inc. Regent Bank Beach First National Bank Roanoke, VA Charleston, SC Chapel Hill, NC Albemarle, NC Asheboro, NC Charleston, SC Charlotte, NC Durham, NC Asheville, NC Greenville, SC Myrtle Beach, SC AVERAGE Seller Assets % of Buyer's Size/Total Assets Announce at Announce Date Deal Type Geographic Expansion? $857,345 $305,866 $228,492 $273,828 $302,201 $54,373 $436,682 $205,794 $161,430 $51,865 $613,604 22.9% 9.5% 7.7% 9.2% 10.3% 2.3% 18.1% 9.4% 7.3% 2.4% 37.7% Whole Bank Whole Bank Whole Bank Whole Bank Whole Bank FDIC Whole Bank Whole Bank FDIC Whole Bank FDIC Market Expansion In Market Partial Overlap Market Expansion Partial Overlap Market Expansion In Market Market Expansion Market Expansion Market Expansion Market Expansion $317,407 12.4% 11/17/2014 6/5/2014 12/18/2013 12/18/2013 5/31/2013 6/8/2012 6/4/2012 12/21/2011 10/14/2011 9/8/2011 4/9/2010 P/TBV at Announcement (%) Week After Announcement Closing 173 153 99 101 62 NA 72 60 NA 124 NA 4.65% 4.24% 9.25% 9.25% 0.56% 20.34% -6.53% 3.86% 17.70% 0.59% 21.21% -3.12% 9.70% 12.23% 24.23% 0.29% 8.45% 12.17% 0.00% 6.15% 0.00% 106 7.74% 7.01% * Valley Financial Corp. acquisition has not yet closed. Source: SNL Financial 14 BNC Bancorp Acquisition Map • Legacy BNCN • Beach First • Regent Bank • Blue Ridge Savings Bank • KeySource • First Trust • Carolina Federal • Randolph Bank & Trust • South Street • Community First • Harbor • Valley Financial • Hampton Roads* • Certus* *Branch Acquisition Sources: SNL Financial, ESRI 15 BNCN Stock Price Trend, 2009 - Today $20.00 $18.00 $16.00 $14.00 $12.00 Harbor National Bank Blue Ridge Savings Bank Beach First National Bank Carolina Federal Savings Bank Valley Bank $10.00 Harrington Bank & Home Savings Bank $8.00 $6.00 Randolph Bank & Trust First Trust Bank $4.00 Regent Bank Whole Bank Acquisitions Source: SNL Financial Mar-15 Dec-14 Sep-14 Jun-14 Mar-14 Dec-13 Sep-13 Jun-13 Mar-13 Dec-12 Sep-12 Jun-12 Mar-12 Sep-11 Jun-11 Mar-11 Dec-10 Sep-10 Jun-10 Mar-10 Dec-09 Sep-09 Jun-09 Mar-09 Dec-08 $0.00 Dec-11 KeySource Bank $2.00 FDIC-Assisted Acquisitions 16 BNC Bancorp Key Strengths Took advantage of the financial upside associated with FDICassisted deals Able to acquire even when their stock was trading at a discount to book value All but 3 whole bank transactions were priced at or below book value at time of announcement Strong corporate culture Take care of management teams Currency caught up to culture and M&A expertise All but two transactions negotiated without auction process Source: BSP 17 South State Overview & Acquisitions Overview Acquisitions Ticker: SSB 6 acquisitions since 2010 Headquarters: Columbia, SC Average size of acquired banks was $1.1B and on average, represented 25% of SSB’s total assets at the time of announcement Bank Established: 1934 Total Assets: $8.0 bn All acquisitions have been market expansions or only partially overlapped with existing branch network Geography: 134 branches in South Carolina, North Carolina and Georgia Average price change in SSB stock from announcement to closing is 8.83% Bank Brand: South State Bank Price Change from Day Before Announcement to: Seller Name Seller Headquarters First Financial Holdings, Inc. Savannah Bancorp, Inc. Peoples Bancorporation, Inc. BankMeridian, National Association Habersham Bank Community Bank & Trust Charleston, SC Savannah, GA Easley, SC Columbia, SC Clarkesville, GA Cornelia, GA AVERAGE Source: SNL Financial Seller Assets % of Buyer's Size/Total Assets Announce at Announce Date Deal Type Geographic Expansion? $3,215,558 $952,221 $545,856 $234,514 $359,850 $1,017,369 62.6% 21.8% 13.9% 6.1% 10.0% 37.6% Whole Bank Whole Bank Whole Bank FDIC FDIC FDIC Partial Overlap Partial Overlap Partial Overlap Partial Overlap Market Expansion Market Expansion $1,054,228 25.3% 2/20/2013 8/8/2012 12/20/2011 7/29/2011 2/18/2011 1/29/2010 P/TBV at Week After Announcement (%) Announcement Closing 132 83 61 NA NA NA 9.06% 4.08% 7.19% 8.78% 8.32% 13.03% 25.06% 4.30% 16.29% 5.36% 5.21% -3.23% 92 8.41% 8.83% 18 South State Acquisition Map • Legacy SSB • Habersham • Peoples Bancorp • Community Bank & Trust • BankMeridian • Savannah Bancorp Sources: SNL Financial, ESRI • First Financial 19 SSB Stock Price Trend, 2009 - Today $80.00 $70.00 $60.00 Habersham Bank $50.00 Community Bank & Trust $40.00 BankMeridian First Financial Holdings $30.00 Savannah Bancorp $20.00 Whole Bank Acquisitions Sources: SNL Financial, BSP Mar-15 Dec-14 Sep-14 Jun-14 Mar-14 Dec-13 Sep-13 Jun-13 Mar-13 Dec-12 Sep-12 Jun-12 Dec-11 Sep-11 Jun-11 Mar-11 Dec-10 Sep-10 Jun-10 Mar-10 Dec-09 Sep-09 Jun-09 Mar-09 $0.00 Dec-08 $10.00 Mar-12 Peoples Bancorporation FDIC-Assisted Acquisitions 20 South State Key Strengths Focused on distressed or underperforming banks Acquired larger targets ($1B average size) who had substantial or dominant market share All whole bank transactions but 1 were priced at a discount to book value Largest community bank in South Carolina and adjoining states Strong currency Source: BSP 21 Seven Cs of a Successful Acquirer Most, and sometimes all, of the Seven Cs below are key to successful transactions: Currency Culture and leadership Communication Creativity Command of the analytics Consistency with an established M&A policy Committee for M&A Source: BSP 22 Who Will be Successful in the New Cycle? Buying on the cheap or with FDIC assistance is less likely than at any time in the recent cycle FDIC-Assisted transactions have run their course FDIC-Assisted Transactions 160 147 140 120 90 100 80 60 47 40 20 23 18 4 3 2 0 1 2010 2011 2012 2013 2014 National SC 0 5 0 YTD 2015 Banks willing to sell at a discount to book will be rare in the future End of Trust Preferred Securities deferment periods may drive some distressed sales but likely very distressed and may involve a bankruptcy process Sources: SNL Financial, BSP 23 Who Will be Successful in the New Cycle? (cont.) Successful acquirers in the new cycle will: Have to pay attractive premiums for targets as multiples expand Average P/TBV 2012 119% 2013 127% 2014 YTD 2015 144% 157% Need to maintain a strong stock valuation to compete against other acquirers 2012 2013 2014 2015 YTD Buyer Average at Announcement P/TBV (%) P/E (x) 111.6% 14.9 129.1% 15.3 134.8% 18.0 135.5% 16.8 Focus more on EPS accretion than TBV dilution Allow for more risk now that markets have stabilized and growth is improving Actively but appropriately pursue targets Sources: SNL Financial, BSP 24 Successful Sellers Finding the Right Partner is Key Source: The New Yorker 26 Motivations for Selling Typically Point to Ideal Acquirers SHAREHOLDER LIQUIDITY DEMANDS – Cash Buyer or Larger Bank with liquid stock FINANCIAL – Larger Bank with strong earnings and ability to improve target earnings through cost saves or efficiencies and scale STRATEGIC – Merger of Equals or Larger Bank that offers more products and services and moves target up market SUCCESSION/MANAGEMENT CONCERNS – Merger of Equals or Larger, In-market Bank REGULATORY – Larger, In-market Bank but cast wide net for other Potential Buyers Source: BSP 27 Success After Announcement The BNCN/KeySource & SSB/Peoples deals were both announced in December 2011 Total Return Since Announcement 200 180 Total Return (%) 160 140 177.8% 164.2% 120 100 80 60 40 20 0 Market data as of 5/28/15 Peoples Bancorporation stockholders have seen a 164.2% return on SSB stock received as a result of their merger Likewise, KeySource Financial stockholders have seen a 177.8% return on BNCN stock received as a result of their merger Over the same time period, the SNL U.S. Bank Index rose 114% Source: SNL Financial 28 Tips for a Successful Sale Management and Board have clear objectives Implications of a change of control and social issues Acceptable pricing based in reality Ideal partners and nonstarters Executive Committee with authority to negotiate preliminary terms Third-party consultants – Investment Banker, Legal Counsel and Accountants Defined process – Negotiated or Auction Management and consultants are prepared for initial discussions and due diligence Financials Credit Executive Compensation Warrants and Options, Preferred Stock Potential Cost Saves 1x Transaction Costs Know the potential acquirers Currency – trading multiples, consensus analyst price targets, daily liquidity, dividend yield Management, Culture, Strategic Vision M&A Experience Pricing Today vs. Tomorrow Cash – all about pricing at announcement Stock – equal weight on today’s price and tomorrow’s potential Source: BSP 29 Stock for Stock Analysis Slide Stock Exchange Company Name Ratio * A B C D E F G 0.5333 0.6711 0.2804 0.1389 0.4864 0.523 0.5003 May 28 Closing Price 20-Day Avg. Close $18.75 $14.90 $35.66 $72.00 $20.56 $19.12 $19.99 $18.58 $14.51 $35.44 $69.97 $20.04 $18.82 $19.92 52-Week 52-Week High Low $18.96 $14.92 $36.86 $73.76 $21.27 $19.53 $20.98 $15.51 $11.09 $27.52 $53.87 $15.80 $15.06 $17.50 Offer Value Per Common Share Based On: FactSet Median Price Target FactSet High Price Target FactSet Low Price Target May 20-Day 5252- Median High Low 28 Avg. Week Week Price Price Price Close Close High Low Target Target Target $21.25 $14.75 $38.00 $75.00 $23.50 $21.00 $23.00 $22.00 $16.50 $39.00 $77.00 $24.00 $22.00 $23.00 $20.00 $13.00 $37.00 $66.00 $18.00 $21.00 $21.75 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $9.91 $9.74 $9.94 $9.72 $9.75 $9.84 $9.96 $10.11 $10.01 $10.34 $10.25 $10.35 $10.21 $10.49 $8.27 $7.44 $7.72 $7.48 $7.69 $7.88 $8.76 $11.33 $9.90 $10.66 $10.42 $11.43 $10.98 $11.51 $11.73 $11.07 $10.94 $10.70 $11.67 $11.51 $11.51 $10.67 $8.72 $10.37 $9.17 $8.76 $10.98 $10.88 *Based on May 28th closing price Offer Value per Common Share $12.00 $11.50 $11.00 $10.50 $10.00 $9.50 $9.00 $8.50 $8.00 A B C 20-Day Avg. Close Sources: SNL Financial, BSP D E F G Median Price Target 30 Remaining Independent Southeast Banks – Recent Performance Cost of Deposits (%) Financial Performance For the 12 Months Ended March 31, 2015 Non-Int. Inc./ Eff. Leverage Loans/ Avg Assets Ratio TCE Ratio Ratio Deposits (%) (%) (%) (%) (%) ADJ. NPAs/ Assets (%) ROAA (%) ROAE (%) NIM (%) Yield on Loans (%) NCO/ LLR/ Avg. Loans Loans (%) (%) Alabama Florida Georgia Mississippi North Carolina South Carolina Tennessee Virginia W. Virginia 0.79 0.54 0.80 0.80 0.62 0.73 0.79 0.82 0.74 6.61 4.68 6.86 7.49 4.92 6.87 7.71 7.13 6.79 3.88 3.62 3.98 3.93 3.65 3.73 3.99 3.83 3.73 5.71 5.07 5.79 5.56 4.98 5.27 5.55 5.15 5.25 0.61 0.56 0.55 0.50 0.57 0.40 0.60 0.65 0.60 0.64 0.50 0.65 0.81 0.50 0.66 0.59 0.56 0.60 70.9 80.9 73.1 70.6 77.9 77.9 70.0 71.8 73.0 11.21 10.24 10.52 10.39 10.60 10.54 10.21 10.79 10.18 11.15 10.10 10.56 10.37 10.59 10.33 10.26 10.97 10.55 65.4 79.9 72.3 68.4 84.3 76.6 75.2 85.3 75.8 1.37 1.74 2.33 1.45 1.68 2.24 1.60 1.35 1.28 0.17 0.07 0.18 0.17 0.12 0.23 0.18 0.14 0.13 1.44 1.47 1.66 1.38 1.43 1.44 1.44 1.33 1.26 Southeast National 0.80 0.80 6.83 7.23 3.85 3.71 5.42 5.21 0.56 0.51 0.61 0.55 73.0 69.9 10.55 10.41 10.53 10.33 75.5 75.8 1.65 0.96 0.16 0.08 1.45 1.34 ROAA and ROAE are S-Corp. adjusted. Pre-Tax, Pre-Prov ROAA = net income before taxes plus provision expense less securities gains plus any goodwill impairment, divided by average assets. Source: SNL Financial 32 Southeast Banks – Recent Performance Last 12 Months Growth in Loan Portfolio Composition Median Asset Size ($000) Assets (%) Loans (%) Deposits (%) Net Income (%) 1-4 Family (%) Alabama Florida Georgia Mississippi North Carolina South Carolina Tennessee Virginia W. Virginia 173,482 265,933 149,082 239,071 310,068 277,315 209,744 367,535 194,729 1.5 6.1 2.7 1.9 2.5 2.4 2.1 3.6 1.9 3.5 9.2 3.7 4.9 4.1 3.4 3.4 7.4 2.9 0.6 5.4 1.9 0.8 2.6 1.7 1.3 3.0 1.6 6.3 24.3 16.2 1.8 17.4 11.8 9.9 11.0 5.4 28.9 26.2 27.3 31.6 38.6 34.4 34.8 34.6 51.2 15.1 16.8 17.3 13.7 17.2 18.1 14.3 15.4 10.8 Southeast National 210,157 180,402 2.8 3.5 4.9 6.4 2.2 2.6 10.6 8.7 31.3 27.2 15.0 11.3 Source: SNL Financial Own.-Occ. Investor CRE CRE (%) (%) Deposit Composition Trans. MMDA/ Accounts Savings (%) (%) Total CDs (%) C&I (%) C&D (%) 10.4 20.1 13.8 9.1 12.7 12.6 12.0 13.7 9.5 13.3 8.3 8.8 11.7 7.4 7.7 10.3 9.0 7.9 7.1 5.8 7.8 8.0 8.7 9.3 8.0 7.0 3.4 33.9 28.0 36.4 34.8 16.4 30.0 30.2 23.8 34.4 22.5 36.8 23.9 22.6 36.0 27.4 24.7 32.4 32.0 38.1 27.3 36.9 36.9 39.2 36.5 42.4 36.7 34.2 13.0 9.9 9.7 11.0 7.1 3.8 31.1 31.2 27.7 31.8 36.8 32.1 33 The Status Quo Can Reduce Long-Term Value Staying independent can be risky to long-term shareholder value even at a 85 bps ROAA clip, assuming historical equity discount rates 12/31/14 12/31/15 12/31/16 12/31/17 250,000 262,500 275,625 289,406 5.0% 5.0% 5.0% 0.70% 0.75% 0.80% 0.85% Net Income ($000) Common Equity ($000) TCE Ratio 1,750 18,750 7.50% 1,922 20,672 7.88% 2,153 22,824 8.28% 2,401 25,226 8.72% Sale Value Today 18x P/E ($000) Implied P/TBV 31,500 168% Total Assets ($000) Asset Growth Rate ROAA Sale Value In Three Years 18x Terminal P/E ($000) Implied P/TBV NPV of Sale @ 15% Equity Discount Rate ($000) Lost Value ($000) Source: BSP 43,225 171% 28,410 (3,090) 34 Growth Alone Cannot Confirm Independence The same bank example but with 9.5% annual asset growth, if ROAA does not improve, barely breaks even for shareholders 12/31/14 12/31/15 12/31/16 12/31/17 250,000 273,750 299,756 328,233 9.5% 9.5% 9.5% 0.70% 0.75% 0.80% 0.85% Net Income ($000) Common Equity ($000) TCE Ratio 1,750 18,750 7.50% 1,964 20,714 7.57% 2,294 23,008 7.68% 2,669 25,677 7.82% Sale Value Today 18x P/E ($000) Implied P/TBV 31,500 168% Total Assets ($000) Asset Growth Rate ROAA Sale Value In Three Years 18x Terminal P/E ($000) Implied P/TBV NPV of Sale @ 15% Equity Discount Rate ($000) Gain in Value ($000) Source: BSP 48,041 187% 31,576 76 35 Returns + Growth = Increased Shareholder Value Add higher ROAA growth to the higher asset growth trend and you start to see real value creation for shareholders in the independence case 12/31/14 12/31/15 12/31/16 12/31/17 250,000 273,750 299,756 328,233 9.5% 9.5% 9.5% 0.70% 0.75% 0.85% 0.95% Net Income ($000) Common Equity ($000) TCE Ratio 1,750 18,750 7.50% 1,964 20,714 7.57% 2,437 23,151 7.72% 2,983 26,134 7.96% Sale Value Today 18x P/E ($000) Implied P/TBV 31,500 168% Total Assets ($000) Asset Growth Rate ROAA Sale Value In Three Years 18x Terminal P/E ($000) Implied P/TBV NPV of Sale @ 15% Equity Discount Rate ($000) Gain in Value ($000) Source: BSP 53,693 205% 35,291 3,791 36 Successful Independent Bank Profiles Date Established: 4/17/1995 Date Established: 7/1/1939 Total Assets: $377mm Total Assets: $230mm Mkts/Region: Charleston, SC Mkts/Region: Manning, SC Loans/Deposits: 72.51% Loans/Deposits: 70.44% Cost of Funds: 0.12% Cost of Funds: 0.21% Demand Deposits %: 33.24% Demand Deposits %: 18.09% Average Loan Yield: 5.52% Average Loan Yield: 5.27% NIM: 4.15% NIM: 3.98% Efficiency Ratio: 57.02% Efficiency Ratio: 61.06% ROA: 1.33% ROA: 1.01% ROE: 13.43% ROE: 7.14% Non-II % of Revenue: 11.06% Non-II % of Revenue: Source: SNL Financial 22.86% 37 1380 West Paces Ferry Rd. NW, Suite 2060 Atlanta, GA 30327 (404) 848-1571 200 Providence Rd., Suite 207 Charlotte, NC 28207