First Quarter 2015 Investor Call M. Terry Turner, President and CEO - - PowerPoint PPT Presentation

First Quarter 2015 Investor Call

• M. Terry Turner, President and CEO

Harold R. Carpenter, EVP and CFO April 21, 2015

Safe Harbor Statements

Forward‐looking statements

Certain of the statements in this release may constitute 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. The words "expect," "anticipate," "goal," "objective," "intend," "plan," "believe," "should," "seek," "estimate" and similar expressions are intended to identify such forward‐looking statements, but other statements not based on historical information may also be considered forward‐looking. All forward‐ looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Pinnacle Financial to differ materially from any results expressed or implied by such forward‐looking statements. Such risks include, without limitation, (i) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (ii) continuation of the historically low short‐term interest rate environment; (iii) the inability of Pinnacle Financial to maintain the historical growth of its loan portfolio; (iv) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (v) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower‐quality assets; (vi) increased competition with other financial institutions; (vii) greater than anticipated adverse conditions in the national or local economies including the Nashville‐Davidson‐ f b kl d h ll l l l d d l l k ( ) d fl d h Murfreesboro‐Franklin MSA and the Knoxville MSA, particularly in commercial and residential real estate markets; (viii) rapid fluctuations or unanticipated changes in interest rates

• n loans or deposits; (ix) the results of regulatory examinations; (x) the ability to retain large, uninsured deposits; (xi) the development of any new market other than Nashville or

Knoxville; (xii) a merger or acquisition, like the proposed merger with CapitalMark; (xiii) risks of expansion into new geographic or product markets, like the proposed expansion into the Chattanooga, TN‐GA MSA associated with the proposed merger with CapitalMark; (xiv) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets; (xv) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Financial) or

• therwise to attract customers from other financial institutions; (xvi) further deterioration in the valuation of other real estate owned and increased expenses associated therewith;

(xvii) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels; ( iii) i k i t d ith liti ti i l di th li bilit f i ( i ) th i k th t th t i d i f th d ith (xviii) risks associated with litigation, including the applicability of insurance coverage; (xix) the risk that the cost savings and any revenue synergies from the proposed merger with CapitalMark may not be realized or take longer than anticipated to be realized; (xx) disruption from the merger with customers, suppliers or employee relationships; (xxi) the

• ccurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement that Pinnacle Financial and Pinnacle Bank have entered into

with CapitalMark; (xxii) the risk of successful integration of CapitalMark’s business with ours; (xxiii) the failure of CapitalMark’s shareholders to approve the merger; (xxiv) the amount

• f the costs, fees, expenses and charges related to the merger; (xxv) the ability to obtain required governmental approvals of the proposed terms of the merger; (xxvi) reputational

risk and the reaction of Pinnacle Financial’s and CapitalMark’s customers to the proposed merger; (xxvii) the failure of the closing conditions to be satisfied; (xxviii) the risk that the integration of CapitalMark’s operations with Pinnacle Financial’s will be materially delayed or will be more costly or difficult than expected; (xxix) the possibility that the merger may be more expensive to complete than anticipated including as a result of unexpected factors or events; (xxx) the dilution caused by Pinnacle’s issuance of additional shares of its be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxx) the dilution caused by Pinnacle s issuance of additional shares of its common stock in the merger; (xxxi) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xxxii) the vulnerability of our network and online banking portals to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xxxiii) the possibility of increased compliance costs as a result of increased regulatory oversight and the development of additional banking products for our corporate and consumer clients; and (xxxiv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy, including implementation of the Dodd‐Frank Wall Street Reform and Consumer Protection Act. A more detailed description of these and

• ther risks is contained in Pinnacle Financial's most recent annual report on Form 10‐K filed with the Securities and Exchange Commission on February 25, 2015. Many of such factors

are beyond Pinnacle Financial's ability to control or predict and readers are cautioned not to put undue reliance on such forward‐looking statements Pinnacle Financial disclaims any are beyond Pinnacle Financial s ability to control or predict, and readers are cautioned not to put undue reliance on such forward looking statements. Pinnacle Financial disclaims any

• bligation to update or revise any forward‐looking statements contained in this report, whether as a result of new information, future events or otherwise.

Safe Harbor Statements

Forward‐looking statements

Additional Information and Where to Find It In connection with the proposed merger, Pinnacle intends to file a registration statement on Form S-4 with the SEC to register the shares of Pinnacle common stock that will be issued to CapitalMark’s shareholders in connection with the transaction. The registration statement will include a proxy statement/prospectus (that will be delivered to CapitalMark’s shareholders in connection with their required approval of the proposed merger) and other relevant materials in connection with the proposed merger transaction involving Pinnacle Bank and CapitalMark. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, CAPITALMARK AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC at http://www.sec.gov. Free copies of the proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners Inc., 150 3rd Avenue South, Suite 980, Nashville, TN 37201, Attention: Investor Relations (615) 744-3742 or CapitalMark, 801 Broad St., Chattanooga, TN 37402, Attention: Investor Relations (423) 386-2828. This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The Big Picture

5‐Year Horizon Q1’ 15 Progress

PNFP is working its long‐term plan

Q g

1. Expand CRE asset class 

 All four critical hires currently onboard

2 E d T ’ h b k 2. Expand to Tennessee’s other urban markets a) Chattanooga  b) Memphis

 Negotiated acquisition of CapitalMark

3 Increase assets to > $10B 3. Increase assets to > $10B 4. Increased capital allocation to fee businesses that can drive shareholder value 

 Completed investment in BHG which is projected

to yield 7 – 9% EPS accretion

 PNFP Capital Markets leadership on board and

PNFP Capital Markets leadership on board and expected to be operational in a few months after required regulatory approvals are secured 5. Continued focus on bottom line results 

 ROA of 1.45% ‐ ROATE of 15.56% ‐ Efficiency of

52 8%

4

5. Continued focus on bottom line results 52.8%

 Record earnings; $0.62 EPS

1Q15 Summary Results

$69,755

Total Revenues (1)

(millions)

13.45% 15.56%

ROTCE

$ $0.62

FD EPS rowth

Up 31.9% yr/yr Up 19.6% yr/yr

Execution of fundamentals fuels exceptional growth in key valuation drivers

$54,661 $58,640

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15

12.41% 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 $0.39 $0.47 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15

Earnings Gr

$2 0 0 $2,372

Avg Trans Accts

(millions)

$13 93 $15.88

Tangible Book Value per Share

$4,182 $4,645

Total Loans

(millions)

heet Growth

Up 11.1% yr/yr Up 15.7% yr/yr

(1) Ex: net gains and losses on sale of investment securities

Up 14.0% yr/yr

$1,727 $2,050 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 $12.64 $13.93 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 $3,772 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15

Balance Sh

1.84% 1.61% 1.43%

1 30% 1.80%

ALL %

26.4% 21.2% 20.3%

Classified Asset Ratio

1.02% 0.73% 0.54%

NPA % t Quality

0.80% 1.30%

1Q132Q133Q134Q131Q142Q143Q144Q141Q15 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15

Asset

1Q15 Summary Results

PNFP exceeds 1Q15 return on asset target range

3.90% 3.95%

Net Interest Margin

1.45% 1.50%

ROAA

0 97% 1.23% 1.20% 1.40% Noninterest Income/ Average Assets (1) 3.80% 3.70% 3.76% 3.78% 3.65% 3.70% 3.75% 3.80% 3.85% 1.13% 1.27% 1.20% 1.30% 1.40% 0.89% 0.92% 0.97% 0.20% 0.40% 0.60% 0.80% 1.00% 3.60% 0.94% 0.90% 1.00% 1.10% 0 45% 0.50%

Net Chargeoff Ratio

0.00% 2 60% 2.70%

Noninterest Expense/ Average Assets

0.60% 0.70% 0.80% 0.29% 0.24% 0 10% 0.13% 0.15% 0.20% 0.25% 0.30% 0.35% 0.40% 0.45% 2.52% 2.38% 2.37% 2.42% 2.10% 2.20% 2.30% 2.40% 2.50% 2.60%

(1) ‐ Calculation excludes net gains and losses on the sale of investment securities and in the second quarter of 2013 noncredit related loan losses (2) Cal lation e l des OREO e pense and FHLB prepa ment har es Noninterest e pense for 2Q13 in l des the impa t of the re ersal of a

0.50% 0.10% 0.00% 0.05% 0.10% 1.90% 2.00%

6

(2) ‐ Calculation excludes OREO expense and FHLB prepayment charges. Noninterest expense for 2Q13 includes the impact of the reversal of a $2.0 million allowance for off‐balance sheet commitments

‐‐‐ : Target established in 2014 ‐ 2016 strategic plan

Loan, Deposit and Fee Growth Yield Operating Leverage

Net interest income rises primarily due to volume growth in 1Q15

$52

2 $49.5 $50.3 $51.3

$48 $50

8 43.6 $44.6 $45.0 $45.9 $47.2

$42 $44 $46

st Income

• ns)

4 $39.3 $39.5 $40.2 $40.9 $42.2 $42.8 $4

$38 $40 $42

Net Interes

(millio $36.0 $37.8 $38. $

$34 $36 $

N

7

Loan, Deposit and Fee Growth Yield Operating Leverage

Average loans grew 12.0% compared to 1Q14; yields remain stable

6.00% $4,800

58 4,436 $4,625

5.50% $4,500 $ ,

5 ,932 $3,981 $4,130 $4,251 $4,35 $4

4.88%

4.50% 5.00% $3,900 $4,200

n Yields age Loans

millions) 403 $3,489 $3,580 $3,682 $3,845 $3, $

4.35%

3 50% 4.00% $3 300 $3,600

Loa Avera

(m $3,191 $3,212 $3,207 $3,262 $3,280 $3,4 $

3.00% 3.50% $3,000 $3,300

8

Avg Loans Loan Yields

Loan, Deposit and Fee Growth Yield Operating Leverage

Deposits continued to grow while cost of deposits remain stable

1.20% $5,000

9 $4,655 $4,758 $4,792

1.01%

0.90% 1.05% $4,600 $4,800

$4,199 $4,408 $4,509 $4,519 $

0 45% 0.60% 0.75% $4 000 $4,200 $4,400

posit Costs (%) Deposits

millions)

$3,772 3,723 700 2 7 6 706 $3,883 $3,950 $3,963 $

0 21%

0.15% 0.30% 0.45% $3,600 $3,800 $4,000

Dep Avg.

(

$ $3 $3,7 $3,64 $3,59 $3,63 $3,

0.21%

0.00% 0.15% $3,400 $3,600

9

Avg Deposits Cost of Deposits

Loan, Deposit and Fee Growth Yield Operating Leverage

Expansion of fee businesses produces record fee revenues in 1Q15

1Q15 4Q14 3Q14 2Q14 1Q14 Service charges $2 913 $3 038 $2 913 $2 966 $2 791 Service charges $2,913 $3,038 $2,913 $2,966 $2,791 Investment services 2,259 2,737 2,353 2,164 2,128 Insurance commissions 1,513 1,046 1,037 1,145 1,385 Gain on mortgage loans sold, net 1,941 1,374 1,353 1,668 1,235 Trust fees 1,312 1,274 1,109 1,072 1,146 Income from unconsolidated investments 3,295 265 332 (38) 130 Other: Securities gains (losses) 6 ‐ 29 ‐ ‐ g ( ) Interchange 3,799 3,591 3,024 2,756 2,951 Other 1,455 1,324 1,070 826 1,096 Total noninterest income $18,493 $14,384 $12,888 $12,597 $12,732 Total Assets (Quarterly Average) $6,102,523 $5,855,421 $5,752,776 $5,673,615 $5,514,031 Noninterest income/Average Assets 1.23% 0.97% 0.89% 0.89% 0.94% 10

Loan, Deposit and Fee Growth Yield Operating Leverage

BHG – Sophisticated and Successful Business Model Aimed at Niche Markets

History Founded in 2001 three founders remain with firm 70% interest retained

83rd

percentile

History Founded in 2001, three founders remain with firm – 70% interest retained $1.4B in loans originated since founding ‐ $657 mm outstanding on bank balance sheets Default/charge off rate of approximately 2% 200+ employees, primarily in New York and Florida Business Model Originate/underwrite/sell commercial healthcare practitioner loans Sell loans to community bank network via an auction process – servicing released – over 200 active buyers with over 480 buyers since inception Service past due loans at community bank request Automated credit underwriting, based on FICO and internal scoring Sales Culture Emphasize efficient and responsive customer service Highly motivated sales culture – constant sales training Telephone, direct mail, internet solicitation, trade shows O tb d t i t ti Outbound customer service representatives

11

Loan, Deposit and Fee Growth Yield Operating Leverage

BHG Partnership Will Provide Opportunities to Both Firms Over Time i S

83rd

percentile

Transaction Summary

• Effective February 1, 2015
• 30% interest for $75 million cash
• 7%‐9% accretive to PNFP FDEPS in 2015
• Founders under contract to remain with firm
• PNFP obtains one board seat (25%)
• Cross sale opportunities exist

First Quarter 2015 Results

• After‐tax contribution of $0.05 FDEPS

12

Loan, Deposit and Fee Growth Yield Operating Leverage

Efficiency is at an all time best for PNFP

1Q15 4Q14 3Q14 2Q14 1Q14 Salaries and benefits $23,531 $23,075 $21,722 $21,772 $21,750 Equipment and occupancy 6,046 5,984 6,477 5,917 5,709 Other real estate owned 395 (630) 417 226 651 Marketing and business development 960 1,208 946 1,065 909 Supplies and postage 649 717 570 544 561 Intangible amortization 227 236 236 238 238 Other expenses 5,023 3,801 3,992 4,140 3,828 Total noninterest expense 36,831 $34,391 $34,360 $33,902 $33,646 Efficiency ratio 52.8% 53.2% 55.0% 56.7% 57.4% Core noninterest expense ** $36,436 $35,021 $33,943 $33,676 $32,995 Total Assets (Quarterly Average) $6,102,523 $5,855,421 $5,752,776 $5,673,615 $5,514,031 Expense/Total Average Assets 2.45% 2.33% 2.37% 2.37% 2.42% Core Noninterest Expense**/Total Average Assets 2.42% 2.37% 2.34% 2.38% 2.43%

** l d h f

13

** Excludes the impact of OREO expense

Balance Sheet Interest Rate Sensitivity

Floors on loans provided meaningful earnings during low rate environment but resulted in a liability sensitive balance sheet that has now been repositioned

5.00% 6.00% $1 200 $1,300 $1,400

• Est. Floor Volumes of

$850mm to $950mm

1 33%

3.00% 4.00% $1,000 $1,100 $1,200 Volumes millions)

0.84% 0.73% 0.67% 1.33% 0.96% 0.93%

1 00% 2.00% $800 $900 Loan ($ m 0.00% 1.00% $600 $700 Dec 2010 Dec 2011 Dec 2012 Dec 2013 Dec 2014 Mar 2015 By mid 2015 14

Floor volumes Weighted Average Rate Contract Rate

Balance Sheet Interest Rate Sensitivity

Rate shock balance sheet positioned well for rising rate scenarios Traditional IRR Shock Analysis

• Shock analysis indicates we have

migrated to an asset sensitive position in both the up 100 & 200 bp scenarios over the previous two

2.00% 3.00% 4.00% 5.00%

Traditional IRR Shock Analysis scenarios over the previous two years.

• Beta assumptions – Deposit pricing

adjusted by:

‐2 00% ‐1.00% 0.00% 1.00% Rates up 200

Note: “Shock” one of the better tools for determining balance sheet change over time Provides an

• 62 bps for the up 100 bp scenario;
• 68 bps for the up 200 bp scenario;
• 73 bps for the up 300 bp scenario;

and

‐3.00% ‐2.00% 1Q13 1Q14 1Q15 Rates up 100

balance sheet change over time. Provides an indication as to the earnings impact from an “immediate” repricing of interest‐earning assets and interest‐bearing liabilities as of a quarter‐end for a parallel shift in rate curve + 100 and + 200 bps.

• 76 bp for the up 400 bp scenario.

15

Balance Sheet Interest Rate Sensitivity

Further evidence that our balance sheet is prepared for rising rates

$2 000

30‐Day Rate Change Analysis

Over the course of the last six quarters, we’ve migrated from a negative 30‐day rate change gap of approximately $650 million to neutrality.

$1,500 $1,750 $2,000

s of dollars

$1,000 $1,250 1Q14 2Q14 3Q14 4Q14 1Q15

Million

Floored Loans – Rate Differentials

Approximately 35% of our floating rate loans

Day 1 floating rate assets Day 1 floating rate liabilities (62% ‐ beta)

$200 $250 $300 $350

• f dollars

Floored Loans Rate Differentials

Approximately 35% of our floating rate loans re‐price in the first 25 basis point change.

$‐ $50 $100 $150

0‐25 25‐50 50‐75 75‐100 100‐125 125‐150 150‐175 >175

Millions

16

Basis point differentials

M & A Strategy

M & A strategy remains unchanged from previously stated intentions

Role of M&A Goal of M&A M&A Targets

• 1. Market extension to target markets

Platform for market share take away from vulnerable regional competitors

• Successful franchises that add new

source(s) of revenue to PNFP

• Cultural consistency

y

• 2. In‐market bank acquisitions

Accelerate deposit acquisition, or provide

• utsized cost take‐out

Franchise(s) with deposit oriented branch delivery or franchise(s) with similar business model

• 3. Fee businesses

Increase efficiency of existing fee

• Wealth management services

17 businesses or alignment of fee businesses

• Financial services

CapitalMark Transaction

• High Growth, Service Oriented Culture

CapitalMark is an Ideal Merger Partner for PNFP

− Largest local bank in Chattanooga MSA − 5‐year Loan and Deposit CAGRs of 18%

• CapitalMark’s market share positions Pinnacle to attack the same vulnerable regional banks

CapitalMark s market share positions Pinnacle to attack the same vulnerable regional banks

− First Horizon − Suntrust − Regions

• CapitalMark’s commercial client orientation is virtually identical to Pinnacle’s

Att ti fi i l i t

• Attractive financial impact

− $7+ billion in pro forma total assets − Immediately accretive to earnings; approximately 5% long‐term EPS accretion − Less than 2% day‐one TBV dilution; accretive to tangible book value in 2.5 years

18

− Approximately 20% IRR

CapitalMark is an Ideal Partner for PNFP

Since its founding in 2007, CapitalMark has produced Pinnacle‐like organic growth Assets Loans

$391 $464 $662 $780 $828 $930 $968 $500 $750 $1,000 $459 $584 $718 $765 $500 $750 $1,000 $391 $0 $250 $500 2009 2010 2011 2012 2013 2014 Q1'15 $315 $328 $363 $0 $250 $500 2009 2010 2011 2012 2013 2014 Q1'15

Deposits Tangible Common Equity

$ $77 $80 $100 $ $685 $781 $840 $1,000 $40 $46 $52 $67 $67 $25 $50 $75 $336 $406 $573 $673 $685 $250 $500 $750

19

Source: SNL Financial, Company Documents Note: Dollars in millions

$0 2009 2010 2011 2012 2013 2014 Q1'15 $0 2009 2010 2011 2012 2013 2014 Q1'15

CapitalMark is an Ideal Partner for PNFP

CapitalMark has matured to the point of rapid operating leverage, much like Pinnacle Net Income to Common ROAA

$4 913 $7,185 $9,042 $6,000 $8,000 $10,000 $6,448 $5,629 0.72% 0.75% 0.65% 0 61% 0.83% 1.00% 0.60% 0.80% 1.00% 1.20% 0.73% 0.91% $2,674 $3,129 $3,244 $4,291 $4,913 $0 $2,000 $4,000 2009 2010 2011 2012 2013 2014 Q1'15* 0.58% 0.61% 0.00% 0.20% 0.40% 2009 2010 2011 2012 2013 2014 Q1'15 4.2% 4.0% 4.2% 4.5%

Net Interest Margin Efficiency Ratio

72.7% 68.9% 70.0% 75.0% 3.5% 3.6% 3.8% 3.8% 3.9% 3.3% 3.6% 3.9% 64.2% 62.4% 63.4% 58.4% 59.8% 55.0% 60.0% 65.0% 3.0% 2009 2010 2011 2012 2013 2014 Q1'15

20

50.0% 2009 2010 2011 2012 2013 2014 Q1'15

Source: SNL Financial, Company Documents Note: Dollars in thousands; yellow shading indicates net income attributable to realized gain on securities in FY 2012 and 2013; assumes 35% tax rate; CapitalMark became a fully‐taxable entity in 2011; * Q1’15 Net Income to Common annualized

Summary and Future Outlook

5‐Year Horizon

PNFP is working its long‐term plan

1. Expand CRE asset class  2. Expand to Tennessee’s other urban markets a) Chattanooga  a) Chattanooga  b) Memphis 3. Increase assets to > $10B



4. Increased capital allocation to fee businesses that can drive shareholder value  5. Continued focus on bottom line results 

21

Q&A Q&A –

First Quarter 2015 Investor Call

22

Supplemental Information

First Quarter 2015 Investor Call First Quarter 2015 Investor Call

23

Supplemental Information Chart

• Balance Sheet

25

• Asset Quality

35

• Income Statement

40

• Pinnacle Financial Partners profile 43

p f

• Economic and Market Conditions 51

24

Supplemental Information Balance Sheet

25

Balance Sheet

Loan portfolio is diversified and managed within targeted ranges

Amts. 1Q15 %’s 1Q15 Amts. 4Q14 %’s 4Q14 Amts. 1Q14 %’s 1Q14 Amts. 1Q13 %’s 1Q13 C&D and Land $324.5 7.0% $322.5 7.0% $294.1 7.0% $306.4 8.1% Consumer RE 723.9 15.6% 721.2 15.7% 703.6 16.8% 675.6 17.9% CRE – Owner Occ. 767.3 16.5% 764.5 16.7% 701.3 16.8% 618.3 16.4% CRE Investment 609 8 13 1% 596 4 13 0% 598 0 14 3% 574 6 15 2% CRE – Investment 609.8 13.1% 596.4 13.0% 598.0 14.3% 574.6 15.2% Other RE loans 183.6 4.0% 183.1 4.0% 156.9 3.8% 85.8 2.3% Total real estate 2,609.1 56.2% 2,587.7 56.4% 2,453.8 58.7% 2,260.7 59.9% C&I 1,810.8 39.0% 1,784.7 38.9% 1,568.9 37.5% 1,403.4 37.2% Other loans 225.4 4.9% 217.6 4.7% 158.9 3.8% 108.2 2.9% Total loans $4,645.3 100.0% $4,590.0 100.0% $4,181.7 100.0% $3,772.4 100.0% 26 $ , $ , $ , $ ,

Balance Sheet

Exposure to residential land development is limited

Amts. 1Q15 %’s(*) 1Q15 Amts. 4Q14 %’s(*) 4Q14 Amts. 1Q14 %’s(*) 1Q14 Amts. 1Q13 %’s(*) 1Q13 Residential Spec $39 0 0 8% $39 8 0 9% $34 0 0 8% $ 18 6 0 5% Residential – Spec $39.0 0.8% $39.8 0.9% $34.0 0.8% $ 18.6 0.5% Residential – Custom 36.0 0.8% 34.4 0.8% 31.7 0.8% 16.5 0.4% Residential – Condo 2.4 0.1% 0.5 0.0% 3.3 0.1% 4.2 0.1% C i l C t t 143 7 3 1% 143 1 3 1% 96 5 2 3% 125 9 3 3% Commercial Construct. 143.7 3.1% 143.1 3.1% 96.5 2.3% 125.9 3.3% Land Dev– Residential 64.3 1.4% 63.6 1.4% 61.2 1.5% 53.4 1.4% Land Dev – Commercial 37.9 0.8% 39.7 0.9% 66.4 1.6% 86.2 2.3% L d U i d 1 1 0 0% 1 5 0 0% 1 1 0 0% 1 6 0 0% Land – Unimproved 1.1 0.0% 1.5 0.0% 1.1 0.0% 1.6 0.0% Total C&D $324.4 7.0% $322.6 7.1% $294.2 7.0% $ 306.4 8.1%

(*) as a percentage of total loans

27

Balance Sheet

The C&I loan portfolio is highly diversified

Accomodation and Food Services, 4.4% Administrative & Support & W M & Transportation & Warehousing, 7.1% Utilities, 0.9% Waste Management & Remediation Services, 3.0% Arts, Entertainment & Recreation, 1.1% Construction, 5.4% Retail Trade, 7.0% Consumer, 7.2% Educational Services, 2.0% Real Estate & Rental & Leasing, 9.8% Finance & Insurance, 8.6% Healthcare & Social Other Services (except Public Professional, Scientific & Technical Services, 4.4% Public Administration, 4.4% Healthcare & Social Assistance, 15.4% Information, 2.7% Management of Companies Manufacturing, 7.5% Mining, Quarrying, & Oil & Gas Extraction, 0.4% ( p Administration), 2.5%

Basis: Classification based on NAIC sector as of March 31, 2015

28

Management of Companies & Enterprises 0.4% a u actu g, .5%

Balance Sheet

PNFP maintains limited dependence on non‐relationship funding

29

Balance Sheet

56 15%

60%

Line commitments are up 15.0% over 1Q14 but utilization remains low

65 941 926 $989 $1,024 $1,028 $1,046 $1,131 $1,177 $1,221 56.15% 54.10%

50% 55% $2,000 $2,500

nts

$747 $715 $685 $779 $808 $787 $815 $86 $9 $

45% 50% $1,500

Funded %

• mmitmen

(millions)

$957 $959 $1,000 $975 $1,009 $1,054 $1,055 $1,138 $1,105 $1,166 $1,190 $1,216 $1,247 $1,349 $1,375 $1,376 $1,440

35% 40% $500 $1,000

F Total Co

30% $0 b l f d d d d Net active balance Unfunded Commitments Funded %

30

Note: Excludes HELOCS and credit cards

Balance Sheet

The securities book is maintained at a minimal level

3 58% 40.00% 4.00% 3.58% 30.00% 35.00% 3.00% 3.50% 2.79% 20.75% 20.00% 25.00% 2.00% 2.50% 12.92% 5 00% 10.00% 15.00% 0 50% 1.00% 1.50% 0.00% 5.00% 0.00% 0.50% B d Yi ld % f A A

31

Bond Yields % of Avg. Assets

Investment Portfolio

Conservative bond portfolio

Portfolio: March 31, 2015

Total Investments $808 million Unrealized Gain (Loss) $16.9 million 15.5% 1.3% 20.8% ( ) $ QTD Purchases $65.9 million QTD Sales $ 0.2 million Duration Avg Yield ‐ TE 1Q15 2.9% 2.8% 48.4% 5.5% 8.5% Q 4Q14 2.8% 2.8% 3Q14 3.0% 2.9% 2Q14 3.1% 2.9% 1Q14 3.5% 3.0% 4Q13 4.6 % 3.2%

Agency Corporates MBS Asset Backed CMOs Municipals

As of 3/31/2015 Book Yield Avg Life (yrs) 3/31/2015 Book Yield Avg Life (yrs) Agency 2.27% 8.5 Asset Backed 1.16% 4.6 Corporates 4.21% 3.7

• Investment portfolio at $808 million, up $37

million vs Dec 2014 – MBS sector at 48% of portfolio CMOs 1.32% 3.4 MBS 2.18% 3.8 Municipals 4.50% 3.4 p

• Duration trending downward with minimal

dilution in overall yields

• Purchases focused on reducing extension risk
• Investments to Total Assets of 12.8% as of 3/31

32

Total 2.79% 4.4 /

Balance Sheet

Muni Allocation %

The municipal portfolio contains minimal risk

Municipal Bond Portfolio Statistics 1Q15 1Q14

25%

1Q15 1Q14 Weighted Average Life 3.4 years 4.0 years % State Agency Holdings 5.25% 4.92% Tax equivalent yield 4.51% 4.54%

75%

L ti # f I M k t V l % FMV as % of Cost 105.1% 103.3%

General Obligation Bonds Revenue Bonds

Location # of Issuances Market Value % Tennessee 63 $40,006 23.1% California 1 252 0.1% Michigan 7 3,808 2.2% h 31, 2015 Illinois 19 15,390 8.9% Other – 30 states 144 113,887 65.7% Totals 234 $173,343 100.0% As of March

All municipals are “A” rated or better.

33

Balance Sheet

Elevated tangible common is available for deployment

9 27% 9.64%

15.56%

16.00% 18.00% 9 00% 10.00%

Equity

• 9.18%

8.75% 9.03% 8.96% 9.27% 9.31% 9.52% 9.53%

12.41%

8 00% 10.00% 12.00% 14.00% 8.00% 9.00%

ble Common Common Ratio

2.00% 4.00% 6.00% 8.00% 6.00% 7.00%

turn on Tangib Tangible C

0.00% 5.00% 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15

Ret

Tier One Common Ratio ROTCE 34

Supplemental Information

Asset Quality

35

Asset Quality

Past due loans remain very low

• Mar. 31,

As a % of

• Dec. 31,

As a % of

• Mar. 31,

As a % (000’s) 2015 total loans 2014 total loans 2014

• f total

loans Past Due Loans (*) Nonaccrual loans $ 3 394 0 07% $7 058 0 15% $ 4 847 0 12% Nonaccrual loans $ 3,394 0.07% $7,058 0.15% $ 4,847 0.12% Accruing loans 15,745 0.34% $18,330 0.40% 18,279 0.43% Total past due $19,139 0.41% $25,388 0.55% $23,126 0.55%

36 (*) > 30 days past due

Asset Quality

NPLs and >90 days past due & accruing remain very low

PNFP NPL d >90 d

NPLs Expressed as a % of Total Loans within each Category

(000’s) PNFP NPLs and >90 days

• Mar. 31,

2015 As a % of total loans

• Dec. 31,

2014 As a % of total loans

• Mar. 31,

2014 As a % of total loans

• Const. and land development

$ 3,636 0.08% $5,173 0.11% $ 1,137 1.53% CRE – Owner Occupied 5,423 0.12% 4,313 0.09% 8,174 1.17% CRE – Investment 1,971 0.04% ‐ ‐ 7,736 1.29% Total real estate 15 513 0 33% 14 089 0 31% 22 965 1 07% Total real estate 15,513 0.33% 14,089 0.31% 22,965 1.07% C&I 1,975 0.04% 1,614 0.04% 1,615 0.10% Total loans $18,524 0.40% $17,027 0.37% $24,842 0.67% 37

Asset Quality

Classified assets remain very low

(in thousands) Balances

• Mar. 31, 2015

Balances

• Dec. 31, 2014

Balances

• Mar. 31, 2014

Classified loans and ORE: ‐ Substandard commercial loans $110,005 $102,077 $110,768 ‐ Doubtful commercial loans ‐ ‐ ‐ ‐ Other impaired loans 5,563 5,162 4,848 90 d d d i (*) 1 609 322 199 ‐ 90 days past due and accruing (*) 1,609 322 199 ‐ Other real estate 8,441 11,186 15,038 ‐ Other repossessed assets 1,486 686 223 Total $127 104 $119 433 $131 076 Total $127,104 $119,433 $131,076 Pinnacle Bank classified asset ratio 20.3% 18.1% 21.2%

38

(*) Includes loans 90 days past due and accruing not included elsewhere

Asset Quality

(dollars in thousands) Balances

• Mar. 31, 2015

Fair value as a % of book value* Average Appraisal Age in Months

Current OREO valuations appear reasonable

(dollars in thousands)

• Mar. 31, 2015

book value in Months ORE categories: Developed lots $ ‐ ‐ ‐ Undeveloped land 7,484 118% 3.58

• Largest ORE balance ‐ $4.1M

* Excludes an estimate for costs to sell

Other 957 136% 3.64 Total ORE $8,441 134% 3.63 (dollars in thousands) Balances

• Mar. 31, 2015

Near‐term liquidation (1) Active Projects (2) Other Properties (3) ORE categories: Developed lots $ ‐ $ ‐ $ ‐ $ ‐ Undeveloped land 7,484 340 6,292 852 Other 957 957 ‐ ‐ T t l ORE $8 441 $1 297 $6 292 $852 39 Total ORE $8,441 $1,297 $6,292 $852

(1) Market indications are that property will liquidate within 6 months (2) Various properties with reasonable activity or anticipated absorption such that liquidation should be realized within 24 months (3) Other properties likely requiring a speculative investor with longer‐term workout potential

Supplemental Information Income Statement

40

Income Statement

Mortgage volumes increase growth in “refinancing” transactions

3.50% 140,000 2.73% 2 50% 3.00% 100 000 120,000 , 1.59% 1 50% 2.00% 2.50% 60 000 80,000 100,000 1.00% 1.50% 40,000 60,000 0.00% 0.50% 20,000 41 41 Purchase Money Refinance Gross fees as a % of loans originated

Income Statement

1Q15 4Q14 3Q14 2Q14 1Q14 Net interest income $51,269 $50,313 $49,537 $47,226 $45,908

PNFP efficiency ratio reflect excellent operating leverage

Total non‐interest income $18,493 $14,384 $12,888 $12,598 $12,732 Less: Securities (gains) losses (6) ‐ (29) ‐ ‐ Non‐interest income excluding the impact of net gains Non interest income, excluding the impact of net gains (losses) on sale of investment securities $18,487 $14,384 $12,859 $12,598 $12,732 Total non‐interest expense $36,831 $34,391 $34,360 $33,902 $33,649 Less: ORE expenses (395) 630 (417) (226) (651) Non‐Interest expense, excluding ORE expense $36,436 $35,021 $33,943 $33,672 $32,998 Adjusted pre‐tax pre‐provision income $33,320 $29,676 $28,453 $26,148 $25,646 Efficiency ratio, excl. ORE and securities gains and losses 52.2% 54.1% 54.4% 56.3% 56.3% 42

Supplemental Information Pi l Fi i l P P fil Pinnacle Financial Partners Profile

43

PNFP Profile

PNFP currently operates in two great banking markets

Headquarters: Nashville, TN Founded: 2000 Offices: 29 in 8 Middle‐TN counties 5 in Knox County

• Avg. daily trading volume **: 120,456 shares

Total assets: $ 6.314 Billion (3/31/15) Shareholders’ equity: $ 822.9 Million % Institutional ownership: 70.65% (12/31/14)

44

(3/31/15)

**: 50 day average daily volume per NASDAQ.com

PNFP Profile

PNFP

Q1'15 Results Assets $968

CapitalMark provides expansion to Chattanooga/Cleveland/Oak Ridge

PNFP CapitalMark Bank & Trust

Assets $968 Loans 765 Deposits 840 TCE 80 ROAA 1.00 % ROAE 9.53 NIM 3.85 Efficiency Ratio 59.8 NPAs / Assets 1.0 % TCE / TA 8 3 %

• Founded in 2007

TCE / TA 8.3 % Leverage 10.5 Total RBC 11.9

• 4 branches strategically located in key TN markets
• Seasoned management team with long‐standing, in‐market customer relationships

45

• Commercial business model
• Strong financial performance

Source: SNL Financial; Company Documents

PNFP Profile

C id ti

• Fixed exchange ratio of 0.5000x

90% S k / 0% C h id i

CapitalMark Transaction Structure

Consideration

• 90% Stock / 10% Cash consideration
• Options rolled‐over into similar PNFP options
• $22.31 per share; $187.0 million in the aggregate

Transaction Value(1)

$ 3 pe s a e; $ 8 0

• t e agg egate
• Price / Q1 ’15 Tangible Book Value:

204%

• Price / Q1 ’15 Annualized EPS:

19.2x

CapitalMark Leadership

• R. Craig Holley (Chairman, President and CEO), Kenny C. Dyer (Banking

Group President) and R. Ryan Murphy (EVP and Business Unit Group Head) retained

• 1 Board seat – Charles E. Brock

1 Board seat Charles E. Brock

Expected Closing

• Late Q3’ 2015 / Early Q4’ 2015
• Customary regulatory and CapitalMark shareholder approvals required

46

(1): Based on CapitalMark’s 7.3 million common shares outstanding, 1.7 million options with a WAEP of $8.82 and PNFP’s closing stock price

• f $44.61 as of April 7, 2015
• PNFP shareholder approval is not required

PNFP Profile

For the Year Ended December 31, For the Quarter Ended, Dollars in Thousands 2010 2011 2012 2013 2014 3/31/2015

CapitalMark 5‐year Financial Summary

Balance Sheet Total Assets $464,038 $662,071 $780,139 $828,163 $930,377 $968,268 Gross Loans (Incl. HFS) 328,447 363,211 459,083 583,563 717,927 765,481 Deposits 405,961 572,967 672,541 684,751 780,500 840,426 Total Equity 46,192 70,703 85,314 85,182 95,247 98,526 Gross Loans (Excl HFS) / Deposits 80 6 % 62 6 % 67 7 % 85 1 % 91 7 % 91 1 % Gross Loans (Excl. HFS) / Deposits 80.6 % 62.6 % 67.7 % 85.1 % 91.7 % 91.1 % Net Loans (Excl. HFS) / Assets 69.2 53.5 57.5 69.5 76.1 78.3 Capital Tangible Common Equity / Tangible Assets 10.0 % 7.9 % 8.6 % 8.1 % 8.3 % 8.3 % Tier 1 Leverage Ratio 10.5 11.3 10.7 10.9 10.3 10.5 Tier 1 Capital Ratio 12.9 16.1 15.6 13.5 11.8 11.1 Total Capital Ratio 14.2 17.1 16.7 14.6 12.7 11.9 Asset Quality NPLs (Incl. TDRs) / Loans 4.14 % 2.73 % 2.29 % 2.36 % 0.87 % 0.80 % NPAs (Incl. TDRs) / Assets 3.74 1.91 1.44 1.70 1.05 0.99 Reserves / NPLs (Incl. TDRs) 44.3 45.9 58.8 51.4 114.5 119.3 Reserves / Loans 1.83 1.25 1.34 1.22 1.00 0.96 / NCOs / Average Loans 0.14 1.23 0.16 0.50 0.46 0.01 Earnings & Profitability Net Income to Common Shareholders $3,129 $3,244 $6,448 $5,629 $7,185 $2,261 Net Interest Margin 4.17 % 4.03 % 3.55 % 3.78 % 3.81 % 3.85 % Efficiency Ratio 68.9 64.2 62.4 63.4 58.4 59.8

47

Source: SNL Financial, Company Documents Non‐Interest Income / Avg. Assets 0.26 0.25 0.23 0.40 0.36 0.38 Non‐Interest Expense / Avg. Assets 2.86 2.64 2.30 2.55 2.34 2.40 ROAA 0.75 0.65 0.91 0.73 0.83 1.00 ROAE 7.00 5.99 8.66 6.88 8.15 9.53

PNFP Profile

Name Title Age Years in Banking Years at Pinnacle

PNFP has an extraordinarily experienced management team

Banking Industry Pinnacle

• M. Terry Turner

President and Chief Executive Officer 59 36 14 Robert A. McCabe, Jr. Chairman of the Board 64 38 14 , Hugh M. Queener Chief Administrative Officer 59 39 14 Harold R. Carpenter, Jr. Chief Financial Officer 55 32 14

• J. Harvey White

Chief Credit Officer/ Knoxville Regional Executive 65 40 5 Joanne B. Jackson Manager, Client Services Group 57 39 14

• D. Kim Jenny

Risk Management Officer 60 40 8 William S. Jones Rutherford County Area Executive 55 32 8*

• J. Edward White

Manager, Client Advisory Group 62 40 14 Missy Wallen Knoxville Chairman 61 42 ** Mike Distefano Knoxville President 53 29 7

48 * ‐ Mr. Jones was an executive with an entity acquired by Pinnacle in 2006. ** ‐ Mrs. Wallen joined Pinnacle in July 2014.

PNFP Profile

• Pinnacle Financial Partners (PNFP)
• Sandy Springs Bancorp, Inc. (SASR)

PNFP compares favorably to high performing peers

• 1st Source Corporation (SRCE)
• Brookline Bancorp, Inc. (BRKL)
• Columbia Banking System, Inc.

(COLB)

• SCBT Financial Corp (SCBT)
• Sterling Bancorp (STL)
• TowneBank (TOWN)
• Union First Market Bkshs Co (UBSH)

(COLB)

• CVB Financial Corp. (CVBF)
• Eagle Bancorp, Inc. (EGBN)
• First Busey Corporation (BUSE)
• Union First Market Bkshs Co (UBSH)
• ViewPoint Financial Group, Inc.

(VPFG)

• Westamerica Bancorporation

y p ( )

• First Financial Bancorp. (FFBC)
• Flushing Financial Corp (FFIC)
• Independent Bank Corp. (INDB)

p (WABC)

• Western Alliance Bancorporation

(WAL)

• National Penn Bancshares, Inc.

(NPBC)

• Old National Bancorp (ONB)

49

PNFP Profile

Nashville‐Davidson‐Rutherford MSA Knoxville MSA

PNFP has a track record for “best‐in‐market” share movement

Top 10 Market Share Rank Holding Company Market Share 6/30/14 Market Share 6/30/00 (1) Change in Share Top 10 Market Share Rank Holding Company Market Share 6/30/14 Market Share 6/30/07 (1) Change in Share 4 Pinnacle Financial Partners 9.36% 1.70% 7.66% 6 Pinnacle Financial Partners 3.45% 0.00% 3.45% 6 US Bank 3.63% 0.30% 3.33% 5 Branch Banking and Trust 7.96% 6.70% 1.26% 10 CapStar Bank 1.98% 0.00% 1.98% 10 Clayton Bank and Trust 1.72% 1.20% 0.52% 5 First Horizon 6.46% 4.80% 1.66% 7 Bank of America 2.25% 2.20% 0.05% 7 Fifth Third 3.40% 2.40% 1.00% 9 Citizens of Blount County 1.80% 2.20% ‐0.40% y 8 Wilson County B & T 3.39% 2.50% 0.89% 8 First National 2.16% 3.20% ‐1.04% 9 Wells Fargo 3.03% 2.20% 0.83% 4 Home Federal Bank of TN 10.89% 12.40% ‐1.51% 1 Bank of America 15.55% 15.10% 0.45% 2 SunTrust 16.16% 18.10% ‐1.94% 3 S T 12 37% 19 70% ‐7 33% 1 Fi H i 18 19% 20 80% ‐2 61% 3 SunTrust 12.37% 19.70% 7.33% 1 First Horizon 18.19% 20.80% 2.61% 2 Regions 15.19% 30.50% ‐15.31% 3 Regions 14.68% 17.80% ‐3.12% Other 25.64% 20.80% 4.84% Other 20.74% 15.40% 5.34% Total 100% 100% Total 100% 100%

50

Source: FDIC Summary of Deposits 2014; Amounts reflect aggregation of previously merged banks. (1): First year Pinnacle’s deposits were reflected in FDIC Summary of Deposits data. Market share at 6/30/00 for Nashville reflects impact of Cavalry Bancorp, Inc. which was acquired by Pinnacle in March of 2006.

Supplemental Information E i & M k C di i Economic & Market Conditions

51

PNFP operates in advantaged markets

Tennessee Market Demographics Total Current 2014 ‐ 2019E Current 2014 ‐ 2019E Deposits Population

• Pop. Growth

Median HHI Median HHI Growth Top 20 MSAs ($Ms) (000s) (%) ($) (%) Top 20 MSAs ($Ms) (000s) (%) ($) (%) Nashville, TN $44,071 1,766 7.15 % $50,439 4.84 % Memphis, TN‐MS‐AR 23,722 1,353 2.63 45,334 0.95 Knoxville, TN 14,748 855 2.68 44,405 5.00 Chattanooga, TN‐GA 8,505 544 3.81 41,704 0.45 Kingsport‐Bristol‐Bristol, TN‐VA 4,283 310 0.00 41,083 10.41 Clarksville, TN‐KY 3,264 286 12.32 47,492 19.92 Johnson City, TN 2,764 202 2.07 38,013 7.36 Jackson, TN 2,029 131 0.95 39,102 0.90 Cleveland, TN 1,572 119 3.76 38,586 3.81 Morristown, TN 1,407 115 1.61 38,170 2.58 Cookeville TN 2 039 107 1 66 32 142 (2 96) Cookeville, TN 2,039 107 1.66 32,142 (2.96) Tullahoma‐Manchester, TN 1,402 100 0.20 39,943 0.90 Sevierville, TN 2,059 94 6.04 42,674 0.60 Greeneville, TN 890 69 (0.45) 31,753 (2.92) Crossville, TN 950 58 3.55 37,174 3.45 Athens, TN 853 52 0.45 35,553 (4.18) Shelbyville, TN 585 46 2.27 40,887 6.99 Lawrenceburg, TN 579 42 0.90 35,333 3.60 McMinnville, TN 796 40 (0.25) 34,464 5.10 Dyersburg, TN 658 38 (0.25) 40,886 8.74 Tennessee $122,070 6,532 3.65 $43,390 3.81

52

Source: SNL Financial Note: Deposit data as of June 30, 2014

United States $9,079,331 317,199 3.50 $51,579 4.58

PNFP operates in advantaged markets

TENNESSEE

• Tennessee named Economic Development ‘State of the Year’ for second consecutive year

Business Facilities

• More than 7,000 new businesses were formed in Tennessee during the final quarter of 2014

Tennessee Secretary of State

• UT economists predict 2015 state job growth to be 1.8 percent

University of Tennessee Center for Business and E i R h Economic Research

NASHVILLE

Nashville has achieved “it city” status, landing on several major national publications’ lists of hot spots. Nashville’s diverse economy, thriving cultural base and strong business community are major attractions for corporations. The accolades continued in the first quarter of 2015:

• Leads the nation in advanced manufacturing

Brookings Institution

• On Forbes.com list of fastest‐growing cities in America

Forbes.com

• No. 15 on list of the top‐performing large U.S. metros in 2014

Milken Institute

KNOXVILLE

Knoxville also enjoys a very healthy and diverse economy with an excellent transportation and technology infrastructure. The Knoxville metropolitan area was the third fastest MSA in the country to fully recover from jobs lost in the 2007 2010 recession and currently enjoys the metropolitan area was the third fastest MSA in the country to fully recover from jobs lost in the 2007‐2010 recession and currently enjoys the lowest unemployment rate of Tennessee’s metro areas. Good news in the first quarter of 2015 includes:

• Ranked 99th among the world’s largest metro economies for its economic performance in 2014

Brookings Institution

• Leads Tennessee in advanced manufacturing jobs

Brookings Institution

• University of Tennessee has $1.6 billion annual economic impact on the state

University of Tennessee Center for Business and Economic Research Economic Research

CHATTANOOGA

Chattanooga, Pinnacle’s soon‐to‐be newest market, is Tennessee’s fourth‐largest MSA as measured by both population and deposits. National publications have declared Chattanooga a tech hub and manufacturing magnet. Economic drivers include:

• A diversified industry base – no business type employees greater than 20 percent of the

Bureau of Labor Statistics

53

• A diversified industry base – no business type employees greater than 20 percent of the

Bureau of Labor Statistics Chattanooga MSA workforce. Over 28,000 businesses employ over 260,000 people, generating $41 billion in annual sales

• Tourism topped $1 billion in revenue for first time in 2014

Chattanooga Area CVB

PNFP operates in advantaged markets

Rapid job growth leads to rapid real estate absorption

Nashville Home Sales

1Q15 4Q14 1Q14 % Change Q Q Q g

• Avg. Qtrly.

Median Home Price $214.5 $211.5 $193.0 11.1% Quarterly Closings 5,599 6,924 4,992 12.2% Quarter end Inventory 8,235 7,623 9.439 (12.8%) Months of Inventory* 3.56 3.24 4.64 (23.3%)

*: Calculated as quarter end inventory divided by monthly closings

54

Source: BERC – Middle Tennessee State University & Bureau of Labor Statistics, Greater Nashville Area Realtors

PNFP Operates in Advantaged Markets

Nashville’s commercial vacancy rates indicate a healthy market

Nashville CRE Vacancy Rates National CRE Vacancy Rates 1Q 2015(**) YE 2014 (**) YE 2013 (**) YE 2012 (**) YE 2011 (**) YE 2010 (**) YE 2009 (***) YE 2008 (***) 1Q 2015 (**) Industrial / W h 6.6% 7.1% 8.7% 9.1% 10.1% 10.2% 10.6% 9.6% 7.0% Warehouse Multifamily** 5.3% 8.1% 7.9% 7.0% 6.6% 6.7% 9.6% 7.6% Retail 6.4% 6.4% 7.3% 7.0% 7.3% 6.7% 8.1% 6.3% 6.0% Office 6.6% 6.7% 7.9% 8.5% 9.7% 10.6% 12.7% 10.5% 10.9% **Costar thru 4Q14 ***REIS thru 4Q09

Retail 14.3% Office Other 22.2%

PNFP CRE Portfolio*

7.0%

Warehouse

7.4%

55

Own/Occ 49.1%

*: As of 3/31/15

First Quarter 2015 Investor Call Investor Call

• M. Terry Turner, President and CEO

Harold R. Carpenter, EVP and CFO April 21, 2015