BANCORPSOUTH BANK Acquisition of Icon Capital Corporation April 18, - PowerPoint PPT Presentation

BANCORPSOUTH BANK Acquisition of Icon Capital Corporation April 18, 2018

Forward Looking Statements Certain statements contained in this presentation and the accompanying slides may not be based upon historical facts and are “forward -looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward- looking terminology such as “anticipate,” “believe,” “could,” “continue,” “anticipate,” “seek,” “intend,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,” “should,” “predict,” “project,” “goal,” “outlook,” “potential,” “will,” “will result,” “will likely result,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the without limitation, statements relating to the terms, timing and closing of the proposed transaction with Icon Capital Corporation, acceptance by customers of Icon Capital Corporation of BancorpSouth Bank’s products and services, the opportunities to enhance market share in certain markets and market acceptance of BancorpSouth Bank generally in new markets. BancorpSouth Bank cautions readers not to place undue reliance on the forward-looking statements contained in this presentation and the accompanying slides, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of BancorpSouth Bank. These factors may include, but are not limited to, the ability of BancorpSouth Bank and Icon to complete the merger transaction, the ability of BancorpSouth Bank and Icon to satisfy the conditions to the completion of the merger transaction, including the approval of the merger transaction by Icon’s shareholders and the receipt of all regulatory approvals required for the merger transaction on the terms expected in the merger agreement, the ability of BancorpSouth Bank and Icon to meet expectations regarding the timing, completion and accounting and tax treatments of the merger transaction, the possibility that any of the anticipated benefits of the merger transaction will not be realized or will not be realized as expected, the failure of the merger transaction to close for any other reason, the effect of the announcement of the merger transaction on BancorpSouth Bank’s operating results, the possibility that the merger transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events and the impact of all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and the other factors described under the caption “Risk Factors” in BancorpSouth Bank’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 which was filed with the FDIC on February 26, 2018. Forward-looking statements speak only as of the date of this presentation and the accompanying slides and, except as required by law, BancorpSouth Bank does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this presentation and the accompanying slides. 3

Overview of Icon Capital Corporation  Icon Bank established in 2007 Bank Level Financial Highlights as of 3/31/18 Balance Sheet Data  Seven branches strategically located throughout Total Assets ($M) 793.7 the Houston MSA Total Loans ($M) 623.2  Driven and seasoned lending team with a deep Total Deposits ($M) 695.0 understanding of the market Loans to Deposits (%) 89.7  Approximately $800 million in total assets Noninterest Bearing Deposits / Deposits (%) 40.4 Deposits Per Branch ($M) 99.3  100% organic growth Profitability Data (LTM)  40% noninterest bearing deposits Adj. Return on Average Assets (%) (1) 1.16  Attractive loan yields Net Interest Margin (%) 5.06 Efficiency Ratio (%) 68.0  LTM adjusted ROAA (1) over 1% 1) Excludes one-time $1.2 million DTA revaluation associated with change in tax legislation 4 Source: Internal financials and SNL Financial

Transaction Summary Icon Capital Corporation (“Icon”) and bank subsidiary, Merger Partner Icon Bank of Texas, NA Purchase Price (1) $145.8 million Consideration 4,125,000 shares of BXS common stock and $17.5 million in cash Consideration Mix (1) 88% stock / 12% cash Options Treatment Cashed out at close Minimum Equity $64 million after seller-incurred expenses Requirement (2) Management Retention Mark Reiley (Houston Chairman) and John Green (Houston President) Required Approvals Customary regulatory approvals and Icon shareholder approval Anticipated Closing Second half of 2018 1) Based on a BXS closing stock price of $31.10 on 4/17/2018 2) In the event Icon’s equity capital at closing is less than $64 million after seller -incurred expenses, then the 5 consideration will be adjusted downward by an amount equal to such equity capital shortfall

Strengthening our Texas Footprint Through Acquisition of a Houston Franchise Icon Capital Corp (7) Icon Pending Branch (1) BXS (279) 6 Source: SNL Financial

Houston Franchise Icon Capital Corp (7)  Icon is the second largest bank with 100% of Icon Pending Branch (1) its franchise located in the Houston market BXS (2) Augusta Pines  Seventh largest Houston headquartered bank by both total assets and deposit market share Deposit Market Share – Houston HQ Banks Sam Houston Houston-The Woodlands-Sugarland, TX MSA FDIC Data as of 6/30/17 2017 2017 2017 Deposits Market # Institution Branches ($M) Share (%) Katy 1 Prosperity Bancshares Inc. 58 $ 5,029 2.15% Cinco Ranch 2 Cadence Bancorp. 10 3,096 1.32% Galleria 3 Allegiance Bancshares Inc. 16 2,125 0.91% 4 Green Bancorp Inc. 13 1,916 0.82% Pending 5 Post Oak Bancshares Inc. 12 1,114 0.48% 6 AFNB Holdings Inc. 5 736 0.31% 7 Icon Capital Corporation 7 671 0.29% 8 Central Bancshares Inc. 4 534 0.23% Sugar Land Bay Area 9 Texas Gulf Bancshares Inc. 9 522 0.22% 10 Golden Bank NA 4 492 0.21% Top 10 Houston HQ Banks 138 $ 16,236 6.94% MSA Total 1,423 $ 233,787 100.0% 7 Source: SNL Financial

Strong Pro Forma Houston Franchise Houston Snapshot Pro Forma Branches 2 7 9 Loans ($Ms) $370 $623 $993 Deposits ($Ms) $47 $695 $742 Total Employees 87 130 217 Loan Officers 6 26 32 Insurance Professionals 50 0 50 Mortgage Originators 10 0 10 8 Source: SNL Financial and internal documents

Houston Market Overview  The Houston-The Woodlands-Sugarland MSA is home to Five Year Projected Population Growth (1) approximately 7.0 million people making it the 5 th largest MSA by total population: Houston-The Woodlands-Sugarland, TX (Total Population: 6,980,780) ‒ Ranks 1 st for both projected population growth through 2023 and population change since 2010 for the 25 largest MSAs in 8.32% the country ‒ The 6 th largest GDP in the U.S. in 2016 Dallas-Fort Worth-Arlington, TX (Total Population: 7,418,556)  7.74% Ranked as the #1 best U.S. metro areas for middle market firms, Houston is home to: ‒ 20 Fortune 500 Company headquarters, ranking fourth among Los Angeles-Long Beach-Anaheim, CA (Total Population: 13,436,808) metro areas, according to the Greater Houston Partnership 3.38% ‒ The Texas Medical Center, the largest medical center in the world, catering to over seven million visitors a year New York-Newark-Jersey City, NY-NJ-PA (Total Population: 20,251,724) The Port of Houston, which ranks 1 st in the U.S. in foreign ‒ 1.90% trade and 2 nd in total tonnage handled ‒ More than 60 degree-granting colleges, universities and Chicago-Naperville-Elgin, IL-IN-WI (Total Population: 9,504,650) schools 0.28% Texas 7.10% Nationwide 3.50% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 1) Reflects the projected population change from 2018-2023 for the five largest MSAs by population Source: SNL Financial, Greater Houston Partnership, Visithoustontexas.com, Bureau of Economic Analysis, 9 Texas Department of Transportation

Dynamic Houston Market The Houston MSA has over $230 billion of total deposits and a population of 7 million, which is larger than 36 U.S. states Projected Population Growth (2018 – 2023) Historical Deposit Growth (2012 – 2017) 9.4% 10.0% 10.0% 8.3% 8.0% 8.0% 6.0% 6.0% 3.9% 4.0% 4.0% 2.4% 2.0% 2.0% 0.0% 0.0% BXS Existing Markets Houston MSA BXS Existing Markets Houston MSA Historical Median HHI Growth (2012 – 2017) Median Household Income ($000) $80.0 4.0% 3.4% $64.3 2.8% $60.0 3.0% $46.2 $40.0 2.0% $20.0 1.0% $0.0 0.0% BXS Existing Markets Houston MSA BXS Existing Markets Houston MSA Note: BXS reflects deposit weighted average figures by state 10 Source: SNL Financial