Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

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Estella Dean
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2 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Statements contained in this presentation which are not historical facts and which pertain to future operating results of Prosperity Bancshares, Inc. and its subsidiaries constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of These forward-looking statements involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the company s periodic reports and filings with the SEC. Copies of the SEC filings for Prosperity Bancshares may be downloaded from the Internet at no charge from 2

3 2Q15 Highlights Net Income of $71.9 million and earnings per share (diluted) of $1.03, for three months ending June 30, 2015 Assets of $21.7 billion, loans of $9.1 billion and deposits of $17.0 billion at June 30, 2015 Common Equity Tier 1 Ratio was 12.91% and Leverage Ratio was 7.35% at June 30, 2015 Excellent asset quality with Annualized Net Charge Offs / Average Loans of 0.02% for three months ending June 30, 2015 Non-Performing Assets to Average Earning Assets remain low at 0.19% or $35.1 million for the second quarter

4 Corporate Profile A Texas based financial holding company with approximately $22 billion in assets, and the 2 nd largest Texas based commercial bank by Texas deposits Shareholder driven with 6.1% fully diluted insider ownership Successful integration of 36 acquisitions, including 8 transactions since January Full Service Locations 16 in Bryan/ College Station Area 30 in Central Texas Area 37 in Dallas/ Fort Worth Area 22 in East Texas Area 61 in Houston Area 30 in South Texas Area 34 in West Texas Area 6 in Central Oklahoma Area 9 in Tulsa Area 4

5 Corporate Relocations to Texas 5 5

6 Balance Sheet Summary $22,500 $21,000 $19,500 $18,000 $16,500 $15,000 $13,500 $12,000 $10,500 $9,000 $7,500 $6,000 $4,500 $3,000 $1,500 $0 $ in millions Totals as of 6/30/2015 Loans = Deposits = Assets = 10 year CAGR Loans = 24.5% Deposits = 22.5% Assets = 23.1% Loans Deposits Assets Equity $9.1 Billion $17.0 Billion $21.7 Billion Q15 2Q15 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $0 6

7 Net Income $350 Net Income Net Income (excluding purchase accounting adjustments) $300 $297.4 $250 $ Year CAGR 24.0% 5 Year CAGR 21.6% $221.4 $185.7 $236.2 $167.9 $150 $127.7 $141.7 $154.9 $111.9 $100 $84.2 $84.5 $75.5 $71.9 $50 $34.7 $47.9 $61.7 $59.6 $63.8 $0 $ in millions Q14 2Q15 7

8 EPS Growth Diluted $5.00 EPS EPS (excluding purchase accounting adjustments) $4.32 $4.00 $ Year CAGR 10.5% 5 Year CAGR 12.4% $2.41 $2.73 $3.01 $3.65 $3.23 $3.07 $2.98 $3.43 $2.00 $1.59 $1.77 $1.94 $1.94 $1.86 $1.00 $1.08 $1.03 $0.85 $0.91 $ Q14 2Q15 8

9 Net Interest Margin 4.50% 4.25% Net Interest Margin (tax equivalent) Net Interest Margin (excluding purchase accounting adjustments) 4.00% 3.82% 3.83% 3.85% 3.89% 3.75% 3.50% 3.25% 3.00% 3.64% 3.55% 3.64% 3.52% 3.52% 3.16% 3.53% 3.18% 3.59% 3.42% 3.43% 3.19% 3.08% 3.09% 3.35% 3.62% 3.33% 3.31% 3.26% 3.25% 3.57% 3.17% 3.39% 3.13% 2.75% 2.50% 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 9

10 Efficiency Ratio* 52.50% 50.00% 47.50% 45.00% 42.50% 40.00% 49.43% 48.91% 45.27% 46.19% 46.51% 46.27% 44.83% 42.76% 43.48% 41.60% 42.90% 42.35% 41.81% Q14 2Q15 *Calculated by dividing total noninterest expense, excluding credit loss provisions, by net interest income plus noninterest income, excluding net gains and losses on the sale of assets and securities. Additionally, taxes are not part of this calculation. 10

11 Return on Average Tangible Common Equity 35.00% 33.41% 31.53% 30.00% 29.88% 30.03% 28.66% 27.40% 25.00% 20.00% 24.16% 24.24% 25.11% 24.06% 21.93% 22.52% 20.49% 15.00% Q14 2Q15 11

12 Return on Average Assets 2.00% 1.75% 1.50% 1.36% 1.42% 1.44% 1.38% 1.38% 1.47% 1.35% 1.36% 1.44% 1.42% 1.25% 1.20% 1.26% 1.33% 1.00% Q14 2Q15 12

13 Loan Growth $10,000 $9, % Loans Loan / Deposit $9,244 $9,308 $9, % 65.00% $8,000 $7, % $7, % $6,000 $5,000 $4,000 $3,000 $2, % 44.69% $1,542 $2,037 $3, % 46.5% 46.7% $3,567 $3,377 $3,485 $3,766 $5, % 44.5% 50.8% 52.20% 53.9% 53.6% 55.00% 50.00% 45.00% 40.00% $1,000 $1, % $ in millions $ Q14 2Q % 13

14 Loan Portfolio June 30, 2015 Loans/ Deposits: 53.6% 1-4 Family Residential 25.1% Agriculture Consumer 1.6% 6.6% Home Equity 3.0% Construction 11.7% Energy 5.5% Commercial R.E. 32.5% Commercial 14.0% Loans By Area Approximate $ in millions Bryan/College Station: $527 Central Texas: $1,195 Dallas/Ft. Worth: $756 East Texas: $302 Houston: $2,571 South Texas: $1,303 West Texas: $890 Oklahoma: $1,570 Construction Loan Breakout Approximate $ in millions Single Family: $354 Land Development: $85 Raw Land: $146 Lots: $215 Commercial/ Other: $272 Purchase Accounting Discount ($4) Approximate $ in millions Amount % of total Commercial R.E. $ 2, % Commercial 1, Energy Construction 1, Family Residential 2, Consumer Agriculture (includes farmland) Home Equity Gross Loans $ 9, % CRE Loan Breakout Approximate $ in millions Owner Occupied: $1,405 Office Building: $260 Multi-family: $197 Strip Center: $268 Other: $828 14

15 Asset Quality NPA*/Loans + OREO and NCO/Average Loans 1.50% 1.25% NPA*/Loans + OREO NCO/Avg Loans 1.00% 0.75% 0.50% 0.25% 0.00% 0.49% 0.48% 0.45% 0.40% 0.40% 0.39% 0.40% 0.41% 0.32% 0.29% 0.31% 0.25% 0.17% 0.23% 0.09% 0.06% 0.18% 0.05% 0.14% 0.11% 0.01% 0.02% 0.03% 0.04% 0.04% 0.05% Q14 2Q15 *Includes loans past due 90 days and still accruing 15

16 Dividend History $1.00 $0.90 Dividend Payment * $0.89 $0.99 ** $0.80 $0.72 $0.80 $0.70 $0.64 $0.60 $0.50 $0.40 $0.30 $0.22 $0.25 $0.31 $0.35 $0.41 $0.46 $0.51 $0.57 Compounded Annual Growth Rate from was 13.35% $0.20 $0.10 $ *2013 dividend consists of $0.215 per share declared in 1Q 2013, 2Q 2013, 3Q 2013 and $0.24 per share declared in 4Q 2013 ** 2014 dividend consists of $0.24 per share declared in 1Q 2014, 2Q 2014, 3Q 2014 and $ per share declared in 4Q

17 Total Return Performance IPO (November 12, 1998) to June 30, ,400 1,200 $100,000 invested in Prosperity s IPO on 11/12/98 was worth $1,212,672 on 6/30/15 1, /12/ /12/ /12/ /12/ /12/2014 6/30/2015 PB (+1,112.7%) S&P 500 (+151.7%) NASDAQ BANK (+60.7%)

18 Contact Information Corporate Headquarters Prosperity Bank Plaza Investor Contacts David Zalman 4295 San Felipe Chairman & Chief Executive Officer Houston, Texas Telephone David Hollaway Fax Chief Financial Officer

19 PB Acquisitions At Announcement Sellers' Assets Contribution (%) Date of # of Accounting PRSP Assets Sellers' Assets Announcement Seller Branches Consideration Method ($000) ($000) 1 8/29/2013 F&M Bancorporation Inc. (Tulsa) 13 Mixed Purchase 16,270,718 2,470, /1/2013 FVNB Corp. (Victoria) 34 Mixed Purchase 16,270,718 2,417, /10/2012 Coppermark Bancshares (Oklahoma City) 9 Mixed Purchase 13,712,119 1,325, /27/2012 Community National Bank (Houston) 1 Mixed Purchase 10,889, , /27/2012 American State Financial Corp. (Lubbock) 37 Mixed Purchase 9,822,671 3,081, /19/2012 The Bank Arlington (Dallas) 1 Common Stock Purchase 9,822,671 37, /9/2011 East Texas Financial Services, Inc. (Tyler) 3 Common Stock Purchase 9,822, , /13/2011 Texas Bankers, Inc. (Austin) 1 Common Stock Purchase 9,567,087 72, /7/2008 1st Choice Bancorp, Inc. (Houston) 1 Mixed Purchase 6,372, , /1/2007 The Bank of Navasota (Navasota) 1 Common Stock Purchase 6,247,926 72, /19/2006 Texas United Bancshares, Inc.(La Grange) 34 Common Stock Purchase 4,547,220 1,818, /16/2005 SNB Bancshares, Inc. (Houston) 6 Mixed Purchase 3,493,972 1,121, /12/2005 Grapeland Bancshares, Inc.(Grapeland) 2 Common Stock Purchase 3,479,747 73, /26/2004 FirstCapital Bankers, Inc. (Corpus Chrisit) 20 Common Stock Purchase 2,709, , /12/2004 Village Bank and Trust (Austin) 1 Cash Purchase 2,449, , /26/2004 Liberty Bank (Austin) 4 Mixed Purchase 2,449, , /6/2003 First State Bank of North Texas (Dallas) 3 Mixed Purchase 2,078,532 93, /21/2003 Mainbancorp (Dallas) 3 Mixed Purchase 1,983, , /5/2003 BankDallas SSB (Dallas) 1 Cash Purchase 1,822,256 40, /3/2003 Abrams Centre Bancshares, Inc. (Dallas) 1 Cash Purchase 1,822,256 95, /15/2002 First National Bank of Bay City (Bay City) 1 Cash Purchase 1,360,356 28, /15/2002 Southwest Bank Holding Company (Dallas) 2 Cash Purchase 1,289, , /2/2002 Paradigm Bancorporation, Inc. (Houston) 8 Common Stock Purchase 1,289, , /26/2002 First State Bank (Needville) 1 Cash Purchase 1,289,637 17, /22/2002 Texas Guaranty Bank, N.A. (Houston) 2 Cash Purchase 1,262,152 75, /8/2000 Commercial Bancshares, Inc.(Houston) 12 Common Stock Pooling 693, , /21/1999 South Texas Bancshares, Inc. (Beeville) 3 Cash Purchase 461, , /05/98 Union State Bank (East Bernard) 1 Cash Purchase 339,287 79, Deal Value ($000)

20 PB Branch Acquisitions Branch Acquisitions Date of Announcement Seller # of Branches Branch Type Branch Locale State Amount of Deposits Transferred ($000) Deposit Premium ($000) 1 2/8/2010 First Bank 19 Bank TX 500,000 36, /19/2010 U.S. Bank 3 Bank TX 420,000 13, /7/2008 Franklin Bank 46 Bank TX 3,700,000 60, /22/2007 Banco Popular North America 6 Bank TX 140,000 NA 5 6/15/2000 Compass Bancshares, Inc. 5 Bank TX 87,000 NA 6 2/27/1998 Grimes County Capital Corporation 1 Bank TX 5, /30/1997 Wells Fargo & Company 1 Bank TX NA NA 8 3/11/1996 Victoria Bankshares, Inc. 1 Bank TX 46,000 NA 20

21 2 nd Quarter 2015

Acquisition of FVNB Corp. July 1, 2013

Acquisition of FVNB Corp. July 1, 2013 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Statements contained in this presentation which are not historical facts and which