BANCORPSOUTH BANK. Acquisitions of Summit Financial Enterprises, Inc. & Van Alstyne Financial Corporation. March 5, 2019

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1 BANCORPSOUTH BANK Acquisitions of Summit Financial Enterprises, Inc. & Van Alstyne Financial Corporation March 5, 2019

2 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, Forwardlooking 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

3 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 ($MM) Total Loans ($MM) Total Deposits ($MM) Loans to Deposits (%) 74.0 Noninterest Bearing Deposits / Deposits (%) 37.5 Average Deposits Per Branch ($MM) Profitability Data (LTM) Net Interest Margin (%) 3.85 Efficiency Ratio (%) 50.3 Return on Average Assets (%) 1.58 BXS Summit Bank Merchants Bank (pending) 3 (1) Financial information obtained from FDIC data and internal financial statements.

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

5 Florida Panhandle Market Overview & Pro Forma Franchise The Florida Panhandle, partially comprised of the Pensacola-Ferry Pass-Brent, Crestview-Fort Walton Beach-Destin, and Panama City-Lynn Haven statistical areas, is home to a combined 960 thousand people. Tourism is one of the area s leading industries. Over 126 million people visited Florida in 2018, many of them visiting the Panhandle s famous beaches. The U.S. government is expected to invest around $3 billion to rebuild Tyndall Air Force Base, just east of Panama City, as the Air Base of the Future after the damage sustained from Hurricane Michael. Other military bases including Eglin Air Force Base and Naval Support Activity Panama City employ thousands of service members and contractors. BXS Summit Bank Merchants Bank (pending) Pro Forma Franchise Florida Panhandle & Mobile Bay Area Loans $755 MM Deposits $605 MM With no personal state income tax and the nation s second fastest growing population, Florida, already the third most populous 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. 5 Note: Pro forma loan and deposit totals include pending Merchants Bank acquisition. Source: U.S. Census Bureau,

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

7 Transaction Summary Merger Partner Purchase Price (1) Van Alstyne Financial Corporation and bank subsidiary, Texas Star Bank (collectively, Texas Star Bank ) $86.7 million Consideration 2,100,000 shares of BXS common stock and $20.5 million in cash Consideration Mix (1) 80% stock / 20% cash Deal Value Collar Minimum Equity Requirement (2) Management Retention Required Approvals $80.0 million to $86.7 million $40.5 million after seller-incurred expenses Randle Jones (North Texas President) Customary regulatory approvals and Texas Star Bank shareholder approval Anticipated Closing Second half of (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, then the consideration will be adjusted downward by an amount equal to such equity capital shortfall.

8 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,

9 Pro Forma Texas Franchise Additional branch locations in North Texas provide further market share and offer opportunities for continued expansion into rapidly growing areas. Pro forma deposit market share now stands at 26 th in the state of Texas. BXS Texas Star Bank Grand Bank of Texas (pending) Pro Forma (State of Texas) Loans Deposits $3.9 B $3.5 B Locations 71 Full-Service Branches 5 Stand-Alone Mortgage Locations 4 Stand-Alone Insurance Locations 9 Note: Pro forma loan and deposit totals include pending Grand Bank of Texas acquisition. Source: FDIC Summary of Deposits (as of 6/30/18)

10 Transaction Assumptions and Valuation Cost Savings 25% of noninterest expense Mark-to-Market Adjustments Estimated 1.5% mark on gross loans Core Deposit Intangibles Estimated 2.0% of all non-time accounts / 10 year amortization 10

11 Transaction Assumptions and Valuation Merger Multiples Aggregate Transaction Value (1) Price / Tangible Book Value Price / LTM Net Income Core Deposit Premium $187.0 million 1.89x 13.0x 13% Financial Impact EPS Accretion Initial TBV Dilution TBV Earnback Period Regulatory Capital Ratios 1st Year of Combined Operations Less than 1.0% Under 3 Years Remain Well Capitalized 11 (1) Based upon BancorpSouth s closing price of $32.12 on March 4, 2019.

12 Deposit Market Share ($ in 000s) Market BXS Market Share Rank Total BXS Deposits (1) BXS Market Share 2018 (%) Summit Bank & Texas Star Bank Pro Forma Deposits 6/30/18 Pro Forma Market Share Rank Pro Forma Market Share 2018 (%) Mississippi 3 5,366, % - 5,366, % Texas 28 3,173, % 332,225 3,505, % Arkansas 8 1,698, % - 1,698, % Louisiana 9 1,508, % - 1,508, % Tennessee 18 1,291, % - 1,291, % Alabama 15 1,116, % - 1,116, % Missouri , % - 273, % Florida , % 370, , % Total 14,460, ,003 15,163, (1) Deposit data includes pending acquisitions of Merchants Bank and Grand Bank of Texas. Source: FDIC Summary of Deposits (as of 6/30/18)

13 Strategic Rationale Enhancement of existing Florida Panhandle market presence Pro forma loans of approximately $455 million in the area Addition of four branch locations providing an improved branch platform that supports future growth and opportunity Low deposit costs - 38% non-interest bearing deposits Existing wealth management business already in place Further penetration into Dallas area market and additional market share captured Improved platform for continued expansion in a dynamic, high-growth market Additional full-service branch in McKinney, TX Established deposit base due to the bank's historic presence in the market Strong net interest margin Retention of key members of executive management as well as front-line producers Opportunity to cross-sell insurance, mortgage, and wealth management business to current bank customers 13

14 BancorpSouth s common stock is listed on the New York Stock Exchange under the symbol BXS. Additional information can be found at As a reminder, all of the Company s Securities Exchange Act filings are made with the Federal Deposit Insurance Corporation and can be found at Investor Inquiries Will Fisackerly Director of Corporate Finance BancorpSouth Bank (662) will.fisackerly@bxs.com 14 *Reference to BancorpSouth s website does not constitute incorporation by reference of the information contained on the website and is not, and should not, be deemed part of this presentation.