July 22, 2019 Acquisition of Safe Harbor ABOUT THE FIRST - PowerPoint PPT Presentation

July 22, 2019 Acquisition of

Safe Harbor ABOUT THE FIRST BANCSHARES, INC. ADDITIONAL INFORMATION ABOUT THE MERGER & WHERE TO FIND IT The First Bancshares, Inc. (“FBMS” or the “Company”), In connection with the proposed merger of FBMS and First Florida, FBMS headquartered in Hattiesburg, Mississippi, is the parent company of will file with the Securities and Exchange Commission (the “SEC”) a The First, A National Banking Association. Founded in 1996, The First registration statement on Form S‐4 that will include a proxy statement of has operations in Mississippi, Louisiana, Alabama, Florida and First Florida and a prospectus of FBMS, as well as other relevant Georgia. The Company’s stock is traded on NASDAQ Global Market documents concerning the proposed transaction. This communication under the symbol FBMS. Contact: Chandra Kidd, Corporate does not constitute an offer to sell or the solicitation of an offer to buy any Secretary. securities or a solicitation of any proxy, vote or approval. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION NON‐GAAP FINANCIAL MEASURES STATEMENT ON FORM S‐4, THE PROXY STATEMENT/PROSPECTUS FBMS reports its results in accordance with United States generally INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S‐4 AND accepted accounting principles (“GAAP”). However, management ANY OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC IN believes that certain non‐GAAP performance measures used in CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL managing the business may provide meaningful information about CONTAIN IMPORTANT INFORMATION ABOUT FBMS, FIRST FLORIDA AND underlying trends in its business. Non‐GAAP financial measures THE PROPOSED MERGER. The proxy statement/prospectus will be sent to should be viewed in addition to, and not as an alternative for, FBMS’ the shareholders of First Florida seeking the required shareholder reported results prepared in accordance with GAAP. approvals. Investors and security holders will be able to obtain free copies PARTICIPANTS IN THE TRANSACTION of the registration statement on Form S‐4 and the related proxy FBMS, First Florida Bancorp, Inc. (“First Florida”) and certain of their statement/prospectus, when filed, as well as other documents filed with respective directors and executive officers may be deemed to be the SEC by FBMS through the web site maintained by the SEC at participants in the solicitation of proxies from the shareholders of www.sec.gov. Documents filed with the SEC by FBMS will also be available First Florida in connection with the proposed transaction. free of charge by directing a written request to The First Bancshares, Inc., Information about the FFB participants may be found in the 6480 U.S. Highway 98 West, Hattiesburg, Mississippi 39402 Attn: Chandra definitive proxy statement of FBMS filed with the SEC on April 3, Kidd, Corporate Secretary. FBMS’ telephone number is (601) 268‐8998. 2019. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. The definitive proxy statement can be obtained free of charge from the sources described above. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. 2

Caution Regarding Forward Looking Statements This presentation contains “forward‐looking statements” as defined in the Private Securities Litigation Reform Act of 1995, and is intended to be protected by the safe harbor provided by the same. These statements are subject to numerous risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: competitive pressures among financial institutions increasing significantly; economic conditions, either nationally or locally, in areas in which FBMS conducts operations being less favorable than expected; legislation or regulatory changes which adversely affect the ability of the consolidated company to conduct business combinations or new operations; and risks related to the proposed acquisition of First Florida Bancorp, Inc. including the risk that the proposed transaction does not close when expected or at all because required regulatory or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all, the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions, and the risk that anticipated benefits from the proposed transaction are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions or the inaccuracy of our transaction assumptions. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward‐looking statements, please refer to the factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in FBMS’ Annual Report on Form 10‐K for the year ended December 31, 2018, which is available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward‐looking statements will occur, or if any of them do so, what impact they will have on the results of operations or financial condition of FBMS or First Florida. FBMS disclaims any obligation to update any factors or to announce publicly the result of revisions to any forward‐looking statements included herein to reflect future events or developments, except to the extent required by law. 3

Transaction Terms  First Bancshares, Inc. (“ FBMS ”) will acquire 100% of First Florida Bancorp, Inc.’s (“ First Florida ”) T RANSACTION outstanding common stock in a negotiated transaction  60% stock / 40% cash C ONSIDERATION M IX  No election  $12.99 total consideration per share of First Florida common stock (2) P ER S HARE C ONSIDERATION (1)(2) • $5.20 in cash consideration per share of First Florida common stock • 0.257 shares of FBMS common stock per share (the “ Exchange Ratio ”)  $85.0 million at announcement (2) A GGREGATE C ONSIDERATION  Fixed exchange ratio P RICE P ROTECTION  15% double trigger downside price protection  Price to tangible equity of 177%  Price to LTM earnings of 17.5x A NNOUNCEMENT M ETRICS  Premium to core deposits (3) of 13.8%  FFB shareholder approval  Will seek customary approvals from the Federal Reserve and OCC A PPROVALS & C LOSE  Expected closing in the 4 th quarter of 2019 (1) Based upon 6,548,312 outstanding shares of First Florida common stock, comprised of 6,395,812 outstanding shares of First Florida common stock and 152,500 in the money incentive stock options (2) Based upon FBMS 10‐day average closing price of $30.30 for the period ranging 7/3/2019 to 7/17/2019 (3) Core deposits defined as total deposits less time deposits > $100k 4 Source: S&P Global Market Intelligence

Overview of First Florida Bancorp, Inc. G ENERAL C ORPORATE I NFORMATION F INANCIAL H IGHLIGHTS Current Company Snapshot (6/30/2019)  Assets: $451 million  Deposits: $387 million  Loans: $254 million  Loans/Deposits: 65.6%  Holding company for First Florida Bank Strong Capital Ratios (6/30/2019)  Headquartered in Destin, FL  Bank Leverage ratio: 12.3%  Bank Tier 1 Capital Ratio: 22.0%  Established in 2006  Bank Total RBC ratio: 23.2%  Branch network extends to Okaloosa, Walton and Exceptional Asset Quality (6/30/2019) Bay counties within the Panama City and Crestview‐ Ft. Walton Beach‐Destin MSAs  NPAs/Assets: 0.14%  MRQ Net Charge offs/Average Loans: (0.03%)  Retail wealth management practice, “First Florida Wealth Group” based in Destin, FL Bank Level Profitability (6/30/2019)  LTM Net Income: $5.3 million  75 full‐time employees  MRQ Net Interest Margin: 3.64%   MRQ ROAA: 1.49% Chairman & CEO: Frank B. Burge  MRQ ROAE: 12.53%  President: S. Brett Wilson 5 Source: S&P Global Market Intelligence; Company provided documents