German American Bancorp, Inc. · NASDAQ:GABC

German American Bancorp — Merger or Acquisition (May 2018)

8 slides from German American Bancorp's merger presentation, May 23, 2018

  1. Slide 1: Cautionary Note Regarding Forward-Looking Statements

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words

  2. Slide 2: Additional Information for Shareholders

    ADDITIONAL INFORMATION FOR SHAREHOLDERS Communications in this presentation do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval. The Merger will be submitted to the First Security shareholders for their consideratio

  3. Slide 3: Transaction Highlights

    Transaction Highlights 4 Meaningful addition to GABC franchise: Provides entrance into three key attractive Kentucky markets: Owensboro, Bowling Green and Lexington Further solidifies GABC’s significant and growing position in attractive Evansville market with ~35% increase in market share from 9.4%

  4. Slide 4: Transaction Overview

    Transaction Overview 5 GABC to acquire 100% of FIIT. First Security Bank, Inc. will be merged with and into GABC’s banking subsidiary, German American Bank Approximately 70% stock / 30% cash mix – FIIT pro forma ownership of approximately 8% Each shareholder (excluding KSOP shareholders) will receiv

  5. Slide 5: Scalable Entrance Into Kentucky

    Scalable Entrance Into Kentucky GABC ³ FIIT Pro Forma Branch Map Source: S&P Global Market Intelligence, Company documents Shown on as-converted basis for FIIT Excludes interest expense on convertible subordinated notes for FIIT Shown pro forma for MainSource branch acquisition completed on May 18,

  6. Slide 6: Due Diligence Summary

    Due Diligence Summary 7 Comprehensive due diligence process In-depth review of credit files, underwriting methodology and policy $251 million or approximately 61% of loan portfolio reviewed and 100% of all non performing assets reviewed Detailed review of expenses on a line item basis Modeling Assum

  7. Slide 7: Summary Highlights

    Summary Highlights Provides significant entry to key attractive Kentucky markets and further solidifies GABC’s position as the premier Southern Indiana bank Similar cultural fit for transitioning post-close Pro forma total assets approaching $4.0 billion at close Financially compelling: Approximatel

  8. Slide 8: Summary Highlights

    ee ene Summary Highlights * Provides significant entry to key attractive Kentucky markets and further solidifies GABC’s position as the premier Southern Indiana bank «Similar cultural fit for transitioning post-close * Pro forma total assets approaching $4.0 billion at close * Financially compelling

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