Merger with North Valley Bancorp Creating the Premier Community Bank - PowerPoint PPT Presentation

Merger with North Valley Bancorp Creating the Premier Community Bank in Northern California Investor Presentation January 21, 2014 NASDAQ: TCBK NASDAQ: NOVB

Safe Harbor Statement Certain comments included in this presentation, including any projections of future revenues, cost savings and net income, may involve forward-looking statements, for which TriCo claims the protection of the "safe harbor" provisions created by Federal securities laws. Such forward- looking statements are subject to risks and uncertainties which may cause TriCo's actual results to differ materially from those contemplated by such statements. Such risks and uncertainties include whether shareholders approve the merger, whether the companies receive required regulatory approvals, the timing of the closing of the merger, whether the companies have accurately predicted acquisition and consolidation expenses, the timing and amount of savings from the merger, the expected earnings contributions of both companies and management’s ability to integrate the companies effectively. You should not place undue reliance on forward- looking statements and TriCo undertakes no obligation to update any such statements. Additional information concerning certain of these risks and uncertainties is included in TriCo's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and TriCo's Quarterly Reports on Form 10-Q as filed with the SEC in fiscal 2013. Shareholders are urged to read the joint proxy statement/prospectus that will be included in the registration statement on Form S-4, which TriCo will file with the SEC in connection the proposed action because it will contain important information about TriCo, North Valley, the merger and related matters, including additional risk and uncertainties. 2

Transaction Highlights  Creates the Premier Community Bank in Northern California (1)  $3.5 billion in total assets  Approximately 80 branches from Bakersfield to the Oregon Border; expands the Tri Counties brand into Humboldt, Trinity, and Sonoma counties  Top 3 deposit market share rank in 15 of TriCo’s 26 pro forma counties of operation (2) Strategic  Similar Community Banks with Strong Core Deposit Bases Merit  Significant Pro Forma Franchise Value  Complementary Geographic Footprint  Combination of Two Leading Banks in the Region  Scarcity Value (3)  Broadens and Deepens Competitive Strengths Relative to Competitors  Thorough Process  Strong Management Teams & Boards with Merger and Integration Experience Low Risk Profile  Due Diligence Complete  Compatible Organizational Structures and Familiar Operating Markets  Double-digit EPS Accretion in 2015 (4)  Meaningful Cost Synergies: targeting 40% of North Valley’s core noninterest expense Financially  Tangible Book Value Earnback of ~4 years Attractive  Exceeds Internal Rate of Return Threshold (1) Based on 6/30/2013 deposit market share data per FDIC. (2) Among community banks. 3 (3) One of three community banks headquartered in Northern California with over $3 billion in assets. (4) Based on Consensus Street estimates — TCBK for 2014 & 2015, and NOVB for 2014 (with an applied growth rate of 5% for 2015).

Merger Summary Consideration: 100% Stock to common shareholders; option holders to be cashed out Fixed Exchange Ratio: 0.9433x shares of TCBK common stock for each share of NOVB common stock Transaction Value (1) : $178.4 million or $26.09 per share as of 1/17/2014 Ownership Split: 71.4% TCBK / 28.6% NOVB Board Representation: 3 NOVB directors to join TCBK’s current Board of 9 (Pro forma of 12) Due Diligence: Completed; including an extensive loan review $7.6 million payable to TCBK under certain scenarios; $3.8 million payable to NOVB under certain Termination Fees: scenarios Minimum Shareholders’ Equity: $95.1 million at close, subject to certain adjustments including the exclusion of seller transaction costs Required Approvals: Customary regulatory approvals and shareholder approvals by both companies Targeted Closing: Mid-year 2014 (1) Based on TCBK’s closing price of $27.66 as of 1/17/2014; excludes cash out of NOVB options (estimated to be $3.4mm). 4

Premier Northern California Community Bank Pro Forma Branch Footprint The Greater Redding Area Pro Forma (1) As of 9/30/13 TCBK NOVB Assets($000): $2,632,106 $912,447 $3,544,553 Gross Loans ($000): $1,660,298 $509,092 $2,169,390 Deposits ($000): $2,293,311 $779,770 $3,073,081 TriCo Bancshares (63) North Valley Bancorp (22)  NOVB has 13 branches within 5 miles of TCBK branches (1) Pro forma excludes purchase accounting marks. 5 Source: SNL Financial.

Strengthening Market Share (top 3 position in 58% of its counties)* Market Market Rank Among Pro Forma Branch Franchise by County Share Share Community Deposits Rank (%) Banks # County Branches ($000) 1 Shasta 20 742,894 1 29.22 1 2 Butte 9 683,453 1 22.23 1 3 Nevada 7 223,665 3 13.47 1 4 Humboldt 5 135,437 6 8.99 3 5 Glenn 2 133,546 1 35.31 1 6 Sutter 3 131,870 4 10.12 2 7 Placer 5 119,088 14 1.36 6 8 Siskiyou 3 110,770 2 19.00 2 9 Sacramento 6 93,484 23 0.40 12 10 Stanislaus 3 82,269 14 1.36 5 11 Yolo 2 77,159 10 3.07 5 12 Trinity 2 65,985 1 59.34 1 13 Del Norte 2 65,548 1 33.79 1 14 Mendocino 2 61,784 6 4.50 3 15 Merced 1 43,591 9 2.55 3 16 Kern 3 37,192 16 0.55 8 17 Lake 1 28,729 8 4.74 4 18 Madera 1 25,357 11 2.52 6 19 Yuba 1 24,829 5 7.35 3 20 Tehama 1 22,965 8 3.67 3 21 Contra Costa 1 22,556 30 0.07 20 22 Colusa 1 21,984 5 6.26 2 23 Lassen 1 20,303 4 10.33 1 TriCo Bancshares Counties 24 Fresno 1 20,258 24 0.18 14 North Valley Bancorp Counties 25 Sonoma 1 6,718 19 0.06 10 26 Tulare 1 5,122 16 0.13 9 Overlapping Counties Total Franchise 85 $3,006,556 TriCo Branches (63) North Valley Branches (22) * Among community banks. 6 Note: Community bank rankings excludes National and non-U.S. banking institutions. Source: SNL Financial. Deposit market share data as of 6/30/2013 per FDIC.

Overview of North Valley Bancorp (NASDAQ: NOVB) Overview Profitability (MRQ / LTM) (%) Valuation Metrics (%) Headquarters: Redding, CA ROAA: 0.26 / 0.36 Stock Price (as of 1/17/2014) $19.07 Assets ($000): $912,447 ROATCE: 2.59 / 3.51 Price / Tangible Book Value as of 9/30/13 1.36x Deposits ($000): $779,770 Net Interest Margin: 3.86 / 3.83 Price / LTM EPS 40.1x Gross Loans ($000): $509,092 Efficiency Ratio: 79.5 / 80.7 Price / 2013e EPS 30.4x Tangible Common Equity ($000): $94,928 Price / 2014e EPS 18.5x Price / 2015e EPS 13.0x Dividend Yield: 0.00 Balance Sheet & Capital (%) Asset Quality (%) North Valley Bancorp (NASDAQ: NOVB) is the NPAs (1) / Assets: parent company for North Valley Bank. Loans / Deposits: 65.0 2.47 NPAS (1) / (Loans + OREO) Securities / Assets: 33.1 4.29 Since 1973, North Valley Bank has become the Noninterest-bearing Deposits: 23.7 Reserves / Loans 1.83 largest community bank in Shasta and Trinity TCE / TA: 10.4 LTM NCOs / Avg. Loans 0.43 Counties. Cycle Losses-to-Date (2) Total Risk-based Capital Ratio: 18.6 11.7 Currently, North Valley Bank has 22 banking Improved Credity Quality (NPAs / Assets) Improved Earnings (ROAA) locations throughout Northern California. 8.00 1.00 0.50 7.00 0.00 As of 9/30/2013, North Valley Bancorp had 303 6.00 2009 FY 2010 FY 2011 FY 2012 FY 2013 FQ3 YTD -0.50 5.00 employees. -1.00 4.00 -1.50 3.00 -2.00 2.00 -2.50 1.00 -3.00 0.00 -3.50 2009 FY 2010 FY 2011 FY 2012 FY 2013 FQ3 YTD (1) Nonperforming assets include troubled debt restructured loans. 7 (2) 1Q’08–3Q’13 net charge - offs of $69.7 million plus $17.7 million estimated loan mark as a percentage of 4Q’07 gross loans of $746.2 million. Source: SNL Financial. Financial data for or as of the quarter ended 9/30/2013.

Pro Forma Loans & Deposits Note: Financial data for the quarter ended 9/30/2013. 8 Source: FR Y-9Cs.

Transaction Assumptions • Cost Savings 40% of NOVB’s 3Q’13 annualized core NIE of $36.1 million • One-Time Deal Costs $19.6 million pre-tax • Loan mark: 3.50% or $17.7 million write-down • Credit mark of 3.0% Gross Loan Mark • Interest rate mark of 0.5% • Securities mark: $4.6 million write-down Other • Fixed asset mark: $1.7 million write-up Fair Market Value • Deposit mark: $0.3 million write-up (“FMV”) • Trust Preferred mark: $9.5 million write-down Adjustments • Core deposit intangible created at 1.0% of target core deposits • None assumed for modeling purposes Revenue • Opportunities include loan growth, investment securities growth, SBA and mortgage Enhancements 9

Due Diligence Due Diligence Highlights Credit Due Diligence   Comprehensive due diligence process Reviewed individual loan files of approximately $232 million or 46% of  Collaborative analyses by senior outstanding loans as of 10/31/13 management teams  Gross loan mark of 3.50% or $17.7 million  3 rd party resources pre-tax  Loan review  Other assets and liabilities  Legal & tax 10