BANCORPSOUTH BANK Acquisition of Texas First Bancshares, Inc. - PowerPoint PPT Presentation

BANCORPSOUTH BANK Acquisition of Texas First Bancshares, Inc. September 23, 2019

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,” “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 merger with Texas First Bancshares, Inc. (“Texas First”), acceptance by customers of Texas First of BancorpSouth Bank’s products and services, BancorpSouth Bank’s 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 Texas First to complete the merger, the ability of BancorpSouth Bank and Texas First to satisfy the conditions to the completion of the merger, including the approval of the merger by Texas First’s shareholders and the receipt of all regulatory approvals required for the merger on the terms expected in the respective merger agreement, the ability of BancorpSouth Bank and Texas First to meet expectations regarding the timing, completion and accounting and tax treatments of the merger, the possibility that any of the anticipated benefits, cost savings, and synergies of the merger will not be realized or will not be realized as expected, the failure of the merger to close for any other reason, the effect of the announcement of the merger on BancorpSouth Bank’s operating results, the possibility that the merger may be more expensive or time-consuming 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, 2018 which was filed with the FDIC on February 28, 2019. 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. 2

Overview of Texas First Bancshares, Inc. Date Established: 1906 Number of Branches: 6 Bank Level Financial Highlights (1) 6/30/19 Balance Sheet Data Total Assets ($MM) 391.3 Total Loans ($MM) 162.6 Total Deposits ($MM) 356.6 Loans to Deposits (%) 45.6 Noninterest Bearing Deposits / Deposits (%) 20.3 Average Deposits Per Branch ($MM) 59.4 Profitability Data (2019 YTD) Net Interest Margin (%) 2.55 Efficiency Ratio (%) 86.8 BXS Return on Average Assets (%) 0.29 Texas First 3 (1) Financial information obtained from FDIC data and internal financial statements.

Transaction Summary Texas First Bancshares, Inc. and its wholly owned bank subsidiary, Merger Partner Texas First State Bank (collectively, “Texas First”) Purchase Price (1) $44.3 million Consideration 1,065,000 shares of BXS common stock and $13.0 million in cash ≈ 7 0% stock / 30% cash Consideration Mix (1) Deal Value Collar $38.8 million to $46.5 million Minimum Equity $25.35 million after seller-incurred expenses Requirement (2) Management Retention Rodney Kroll ( Chairman – Waco Area ) Required Approvals Regulatory, Texas First shareholder, and other customary approvals Anticipated Closing First half of 2020 (1) Based upon BancorpSouth’s closing price of $29.41 on September 20, 2019. (2) In the event Texas First’s equity capital at closing is less than $25.35 million after seller-incurred expenses, 4 then the consideration will be adjusted downward by an amount equal to such equity capital shortfall.

Central Texas Market Overview ● The Killeen-Temple, Texas and Waco, Texas Metropolitan Statistical Areas, home to a combined 720 thousand people, are expected to significantly outpace the nation’s average population growth over the next five years. This market is ideally located and is almost equidistant to the cities of Austin and Dallas. Killeen-Temple, TX MSA Waco, TX MSA $72K – Average Household Income $72K – Average Household Income 162 K – Households 102 K – Households 22.4% hold at least a Bachelor’s Degree 22.1% hold at least a Bachelor’s Degree ● Located within the Killeen-Temple, TX MSA, ● Waco is home to Baylor University, boasting Fort Hood is the largest active-duty, armored approximately 17 thousand students enrolled US military base in the world. and employing almost 3 thousand people. ● Fort Hood is directly responsible for employing ● While the tourism industry has recently around 55 thousand people and almost twice expanded in Waco, other business expansion that amount indirectly. This makes Fort Hood has also occurred. The Waco area saw over the largest single site employer in the state of $119 million of capital investment in the year Texas. 2018. 5 Source: U.S. Census Bureau, Bureau of Labor Statistics

Pro Forma Texas Franchise ● Additional branch locations in Central Texas provide additional market share and offer opportunities for continued expansion into rapidly growing areas. BXS Texas First ● Pro forma deposit market share now stands at 28 th in the state of Texas. Pro Forma (State of Texas) Loans Deposits $4.3 B $3.9 B Locations 76 Full-Service Branches 5 Stand-Alone Mortgage Locations 4 Stand-Alone Insurance Locations Note: Pro forma loan and deposit totals include recent acquisition of Texas Star Bank. 6 Source: FDIC Summary of Deposits (as of 6/30/19) and internal data

Transaction Assumptions and Valuation Cost Savings 30% of noninterest expense Mark-to-Market Adjustments (1) Estimated 1.5% mark on gross loans Estimated 2.5% of all non-time accounts / Core Deposit Intangibles 10 year amortization 7 (1) Excludes incremental provision associated with CECL.

Transaction Assumptions and Valuation Merger Multiples Aggregate Transaction Value (1) $44.3 million Price / Tangible Book Value 1.63x Price / LTM Net Income NM Core Deposit Premium 5% Financial Impact EPS Accretion (2) 1st Year of Combined Operations Less Than 0.5% Initial TBV Dilution TBV Earnback Period Under 2.5 Years Remain Well Capitalized Regulatory Capital Ratios Based upon BancorpSouth’s closing price of $29.41on September 20, 2019. (1) (2) Excludes deal charges and CECL related provision expense. 8 Note: NM – Not Meaningful

Deposit Market Share ( $ in ‘000s ) Pro Forma BXS Market Pro Forma Pro Forma Market BXS Market Total BXS Share 2019 Texas First Deposits Market Share 2019 Deposits (1) Market Share Rank (%) State Bank 6/30/19 Share Rank (%) Mississippi 3 5,730,924 10.4% - 5,730,924 3 10.4% Texas 29 3,471,667 0.4% 356,554 3,828,221 28 0.4% Arkansas 8 1,709,019 2.4% - 1,709,019 8 2.4% Louisiana 12 1,468,600 1.4% - 1,468,600 12 1.4% Tennessee 20 1,429,003 0.9% - 1,429,003 20 0.9% Alabama 15 1,149,150 1.1% - 1,149,150 15 1.1% Florida 72 485,280 0.1% - 485,280 72 0.1% Missouri 82 318,910 0.2% - 318,910 82 0.2% Total 15,762,553 356,554 16,119,107 (1) Includes recent acquisitions of Summit Bank and Texas Star Bank 9 Source: FDIC Summary of Deposits (as of 6/30/19)

Strategic Rationale ▪ Enhancement of existing market presence in Central Texas with additional market share captured – Pro forma loans of approximately $380 million in the area – Addition of six branch locations providing an entry point in the Waco, Texas market as well as additional penetration into other Central Texas markets Well-established, low cost deposit base - opportunity for re-deployment into loan portfolio ▪ Meaningful synergies and opportunity for efficiency improvement ▪ – Branch overlaps in multiple markets Opportunity to cross-sell insurance, mortgage, and wealth management business to ▪ current bank customers 10