Building a Leading Banking Franchise in the Southeast Region Investor Presentation December 20, 2018
Cautionary Statement Regarding Forward-Looking Statements This presentation contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about the benefits of the proposed business combination of CCF Holding Company ("CCFH"), Heritage Bancorporation, Inc. ("HBCI") and Providence Bank ("Providence"), collectively referred to herein as Heritage Southeast Bancorporation, Inc. ("HSBI"), including future financial and operating results (including the anticipated impact of each of the transactions on earnings and tangible book value), statements related to the expected timing of the completion of the business combination, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "should," "scheduled," "plans," "intends," "anticipates," "expects," "believes," estimates," "potential," or "continue" or negatives of such terms or other comparable terminology. All forward-looking statements in this presentation, or in any other written or oral communication that relates to the proposed combination of CCFH, HBCI and Providence or to matters that may affect such proposed combination, are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of HSBI, or of CCFH, HBCI or Providence, to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others: (1) the risk that the cost savings and any revenue synergies from the business combination may not be realized or take longer than anticipated to be realized, (2) disruption from the business combination with customers, suppliers, employees or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement, (4) the risk of unsuccessful integration of HBCI’s or Providence’s business into the business of CCFH, (5) the failure to obtain the necessary approvals by the shareholders of CCFH, HBCI or Providence, (6) the amount of the costs, fees, expenses and charges related to the business combination or any subsequent mergers of the HSBI bank subsidiaries, (7) the ability by the parties to obtain required governmental approvals of the business combination agreement or of any subsequent mergers of the HSBI bank subsidiaries, (8) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the business combination, (9) the failure of the closing conditions in the business combination agreement to be satisfied, or any unexpected delay in closing the business combination, (10) the risk that the integration of HBCI’s or Providence’s operations into the operations of CCFH will not occur, will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the business combination will be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by CCFH’s issuance of additional shares of its common stock in the transaction, (13) general competitive, economic, political and market conditions. Each of CCFH, HBCI and Providence disclaim any obligation to update or revise any forward-looking statements contained in this presentation (which statements speak only as of the date hereof), or in any other written or oral communication that relates to the proposed combination of CCFH, HBCI and Providence or to matters that may affect such proposed combination, whether as a result of new information, future events or otherwise. CCFH intends to file with the Secretary of State of Georgia, as the Commissioner of Securities of the State of Georgia (the “GA Securities Commissioner”), an application under Section 10-5-11(9) of the Georgia Uniform Securities Act of 2008 requesting the issuance of an order on the fairness of the terms and conditions of the proposed transaction. In connection therewith, the shareholders of HBCI and Providence will receive notice of and be entitled to attend a hearing before the GA Securities Commissioner. Following the hearing and the issuance of an order by the GA Securities Commissioner, proxy statements containing the order and other important information about the proposed transaction, CCFH, HBCI and Providence will be mailed to the shareholders of CCFH, HBCI and Providence. The shareholders of CCFH, HBCI and Providence are urged to read their respective proxy statement, which will include the business combination agreement, and other related documents (including any amendments or supplements), carefully when they become available. 2
Building a Leading Southeast Banking Institution Pro Forma Financial Highlights¹ Pro Forma Branch Map • Assets: ~$1.1 billion • Loans: ~$793 million • Deposits: ~$980 million • TCE: ~$104 million Pro Forma Franchise Overview • Heritage Southeast Bancorporation, Inc. will be a publicly-traded bank holding company for 3 subsidiary banks • Creates a dynamic and diverse banking franchise to better serve the needs of clients, address the challenges of the banking industry CCF Holding Company (6) and create value and optionality for shareholders Heritage Bancorporation, Inc. (17) • Aligned corporate cultures and strategic goals amongst the three bank management teams Providence Bank (1) • 24 total branch locations focused in attractive GA and northeast FL markets 3 1) Bank level financial information as of September 30, 2018; Excludes purchase accounting adjustments. As of September 30, 2018, holding company level loan and trust preferred obligations included: (i) a holding company loan with outstanding principal of approximately $3.2 million owed by CCFH, and (ii) HBCI trust preferred principal and accrued dividends totaling approximately $10.0 million Source: S&P Global Market Intelligence, Company Documents
Transaction Highlights and Rationale • Three bank combination that creates a growth-oriented Southeastern community bank holding company with approximately $1.1 billion¹ in total assets and 24 branch locations throughout Georgia and northeast Florida – 8 th largest publicly-traded bank holding company headquartered in Georgia by deposit market share² – 13 th largest publicly-traded bank holding company by deposit market share² among institutions headquartered in Georgia or Florida • Led by a combination of veteran management teams – Each institution's CEO has over 30 years of banking experience and the collective management Strategically teams average over 100 years of banking experience Compelling Transaction • Creates a sophisticated banking institution that will provide a significantly more comprehensive banking experience for existing customers of the three participating banks – Combination of three separate franchises with diverse business lines, product offerings, market dynamics and complementary balance sheets with a shared “customer first” corporate culture • The combined franchise will have a funding base of approximately $980¹ million in deposits, 46% of which are transaction accounts and 85% of which are core³, at an average cost of about 0.45%⁴ – Key value differentiator and driver of earnings upside in the current banking environment – Illustrates the benefits of long-term, relationship-driven community banking 1) Bank level financial information as of September 30, 2018; Excludes purchase accounting adjustments 4 2) Based on deposit information as of June 30, 2018; Includes banks and bank holding companies publicly-traded on major exchanges (NASDAQ, NYSE, NYSEAM) 3) Defined as total deposits less time deposit accounts greater than $100,000 4) Based on interest expense on deposits for the three (3) months ended September 30, 2018 and non-interest bearing deposits as of September 30, 2018 for each bank Source: S&P Global Market Intelligence, FDIC
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