BANCORPSOUTH BANK Acquisitions of Summit Financial Enterprises, Inc. - PowerPoint PPT Presentation

BANCORPSOUTH BANK Acquisitions of Summit Financial Enterprises, Inc. & Van Alstyne Financial Corporation March 5, 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 mergers with Summit Financial Enterprises, Inc. (“Summit”) and Van Alstyne Financial Corporation (“Texas Star”), acceptance by customers of Summit and Texas Star 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 either Summit or Texas Star to complete the respective mergers, the ability of BancorpSouth Bank and either Summit or Texas Star to satisfy the conditions to the completion of the respective mergers, including the approval of the mergers by either Summit’s or Texas Star’s shareholders and the receipt of all regulatory approvals required for the mergers on the terms expected in the respective merger agreements, the ability of BancorpSouth Bank and either Summit or Texas Star to meet expectations regarding the timing, completion and accounting and tax treatments of the mergers, the possibility that any of the anticipated benefits, cost savings, and synergies of the mergers will not be realized or will not be realized as expected, the failure of the mergers to close for any other reason, the effect of the announcement of the respective mergers on BancorpSouth Bank’s operating results, the possibility that the mergers 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 Summit Financial Enterprises, Inc. Date Established: 2008 Number of Branches: 4 Bank Level Financial Highlights (1) 12/31/18 Balance Sheet Data Total Assets ($MM) 472.4 Total Loans ($MM) 297.3 Total Deposits ($MM) 401.8 Loans to Deposits (%) 74.0 Noninterest Bearing Deposits / Deposits (%) 37.5 Average Deposits Per Branch ($MM) 100.5 Profitability Data (LTM) Net Interest Margin (%) 3.85 BXS Efficiency Ratio (%) 50.3 Summit Bank Return on Average Assets (%) 1.58 Merchants Bank (pending) 3 (1) Financial information obtained from FDIC data and internal financial statements.

Transaction Summary Summit Financial Enterprises, Inc. and bank subsidiary, Summit Bank, Merger Partner National Association (collectively, “Summit Bank”) Purchase Price (1) $100.3 million Consideration 2,500,000 shares of BXS common stock and $20.0 million in cash ≈ 80% stock / 20% cash Consideration Mix (1) Deal Value Collar $95.0 million to $107.5 million Minimum Equity $54.5 million after seller-incurred expenses Requirement (2) Management Retention Andy Stein ( Florida Chairman ) Customary regulatory approvals and Summit Bank shareholder Required Approvals approval Anticipated Closing Second half of 2019 (1) Based upon BancorpSouth’s closing price of $32.12 on March 4, 2019. (2) In the event Summit Bank’s equity capital at closing is less than $54.5 million after seller-incurred expenses, 4 then the consideration will be adjusted downward by an amount equal to such equity capital shortfall.

Florida Panhandle Market Overview & Pro Forma Franchise ● The Florida Panhandle, partially comprised of the ● The U.S. government is expected to invest around $3 Pensacola-Ferry Pass-Brent, Crestview-Fort Walton billion to rebuild Tyndall Air Force Base, just east of Panama City, as the “Air Base of the Future” after the Beach-Destin, and Panama City-Lynn Haven statistical areas, is home to a combined 960 thousand people. damage sustained from Hurricane Michael. Tourism is one of the area’s leading industries. Over 126 ● ● Other military bases including Eglin Air Force Base and million people visited Florida in 2018, many of them visiting Naval Support Activity Panama City employ thousands of the Panhandle’s famous beaches . service members and contractors. Pro Forma Franchise Florida Panhandle & Mobile Bay Area Loans $755 MM Deposits $605 MM BXS Summit Bank Merchants Bank (pending) With no personal state income tax and the nation’s second fastest growing population, Florida, already the third most populou s ● state, continues to be an attractive place to live and work. ● Continued commercial and residential developments from companies like St. Joe Company, the largest publically traded company in this market, will further enhance the region’s offerings for residents and tourists alike. Note: Pro forma loan and deposit totals include pending Merchants Bank acquisition. 5 Source: U.S. Census Bureau, www.npr.org, www.visitflorida.org

Overview of Van Alstyne Financial Corporation BXS Date Established: 1890 Texas Star Bank Number of Branches (1) : 7 Loan Production Office Grand Bank of Texas (pending) Bank Level Financial Highlights (2) 12/31/18 Balance Sheet Data Total Assets ($MM) 378.0 Total Loans ($MM) 317.2 Total Deposits ($MM) 329.0 Loans to Deposits (%) 96.4 Noninterest Bearing Deposits / Deposits (%) 34.6 Average Deposits Per Branch ($MM) 47.0 Profitability Data (LTM) Net Interest Margin (%) 4.85 Efficiency Ratio (%) 52.3 Return on Average Assets (%) 2.02 (1) Texas Star Bank also has a loan production office in Durant, Oklahoma, not included in this total. 6 (2) Financial information obtained from FDIC data and internal financial statements.

Transaction Summary Van Alstyne Financial Corporation and bank subsidiary, Texas Star Merger Partner Bank (collectively, “Texas Star Bank”) Purchase Price (1) $86.7 million Consideration 2,100,000 shares of BXS common stock and $20.5 million in cash ≈ 80% stock / 20% cash Consideration Mix (1) Deal Value Collar $80.0 million to $86.7 million Minimum Equity $40.5 million after seller-incurred expenses Requirement (2) Management Retention Randle Jones ( North Texas President ) Customary regulatory approvals and Texas Star Bank shareholder Required Approvals approval Anticipated Closing Second half of 2019 (1) Represents maximum deal value since BancorpSouth’s closing price of $32.12 on March 4, 2019, would result in deal value exceeding the upper end of the deal value collar. (2) In the event Texas Star Bank’s equity capital at closing is less than $40.5 million after seller-incurred expenses, 7 then the consideration will be adjusted downward by an amount equal to such equity capital shortfall.

Collin County Market Overview ● Collin County is the northern most county in the Dallas Metroplex and the sixth largest county in Texas, with an estimated population of 970 thousand. ● Among U.S. counties with at least a half-million people, Collin County has sustained the highest growth rate since the 2000 U.S. Census. 90M Median HH Income 509M Employed 50.9% Population with a Bachelor’s Degree ● Multiple Fortune 500 companies call Collin County home including: Dallas and the surrounding region’s vast infrastructure and central location benefits both citizens and businesses ● located there. While businesses have easy access to both truck and rail shipping, as well as two major airports, business travelers are able to reach every major city in the United States in no more than four hours. 8 Source: U.S. Census Bureau, Bureau of Labor Statistics, www.collincountytx.gov