Peoples Bancorp Inc. · NASDAQ:PEBO
Peoples Bancorp — Merger or Acquisition (August 2014)
35 slides from Peoples Bancorp's merger presentation, Aug 4, 2014
Slide 1: Acquisition of NB&T Financial Group, Inc.
Peoples ¢ a) reop! NCORP Nasdaq: PEBO Acquisition of NB&T Financial Group, Inc. August 4, 2014
Slide 2: Safe Harbor Statement
Safe Harbor Stateme Statements in this presentation which are nothistorical are “forwardtooking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Actof
Slide 3: NB&T Acquisition Overview
NB&T Acquisition Oyeriew Significant Market Expansion + Peoples Bancorp executed a definitive agreement to acquire NB&T Financial Group, Inc. = $552 million bank headquartered in Wilmington, Ohio = Deal value of $31.00 per share ("$109 million aggregate) equal to 160%6 of tangible book value per sha
Slide 4: PIPE common equity offering
CW + Inconnection with the signing of the definitive agreement, Peoples has entered into stock purchase agreements with certain institutional investors to purchase approximately $42.5 million of Peoples common stock + Common Equity + Structured as a PIPE (Private Investment in Public Equity) + $42.5
Slide 5: PEBO Investment
PEBO Investment ¥ Attractive Use of Proceeds ¥ Experienced Management Team ¥ Successful Acquisition Track Record + Immediate use of proceedsto fund eamings accretive acquisition + Positionsusto continmes proactive and accretive MEA strategy ¥ Unique Community Banking Model + Management has driven st
Slide 6: Superior Market Performance
Superior Market PeniGmnuanice Recent Stock Price Performance $0 TRIACS = Ta ee ie FE a eco aces BH nde 25 Commerce Bank 120 eee Bo 4 = . ee courte as ‘Heritage Bancorp 60 NM ah ale 7 ie 0 ot canmanes z eos zemeoet el ‘Aprll ‘Aug-ll Decll ‘Apr l2 ‘Aug-12 Dec-12 ‘Apr-13 Ang 13 Dec-13 ‘Apr lt ‘Ang 14 R
Slide 7: Acquisition Details and NB&T Overview
Acquisition Details and NB&T Overview ‘Peo, plese) BANCORP
Slide 8: Transaction Pricing and Consideration; Pro Forma Impact
+ $31.00 per share (160% of TBV// 23.7 LTM EPS / 7.8% core deposit premium) + Fixed exchange ratio of 0.9819 plus $7.75 in cash per share ‘Transaction Pricing + Aggregate transaction value of approximately $109 million and Consideration + Based on the volume weighted average closing price of Peoples
Slide 9: Pro Forma Company
Pro Forma Company, Dollars in thousands, unless othermise noted FEO” Total Assets $2,163,892 $395,191 $652,196 $3,211,979 Gross Loans 1,399,788 997,970 390,586 9,011,344 Total Deposits 1,660,918 988,699 9,510,894 Common Equity 244,971 40,972 356,180 2011 Earning: $19,555 $1,682 $3,801 $18,088 2019 E
Slide 10: Overview of NB&T
Overview of NB&i + NB&T Financial Group, Inc., headquartered in Eien eebere ‘Wilmington, OH, operates 22 branches located Market Data (as of August 1, 2014) throughout southwest Ohio Closing Pace 52056 Maske Copatiaaion M0) + The company is publicly-traded (NASDAQ: NBTF) Price Tangible Book Peis LIM
Slide 11: Our Financial Performance
Our Financial Performance ‘Peo, plese) BANCORP
Slide 12: Accomplishments
ccomplishments) Building greater bottom-line earnings momentum — Eamings improved in the second half of 2018; Q4 EPS up 82% year-over-year = Solid performance in first half 2014 with meaningful contributions across the company Growing top-line revenue while remaining disciplined with expenses — Over
Slide 13: Current Outlook
Current Outlook * Committed to generating positive operatingleverage each year Over 10% total revenue growth expected for 2014 Key drivers of revenue growth include higher loan balances and sales production Expense growth in 2014 due to recent strategic investments Wldexpense growth to be 1% to 2% l
Slide 14: Peer performance comparison charts
og/s1011 | os/soe014 Re Income / Opes. Rev, og/81,2011 | 678072014 NPAs/Asets og/s12011 | 6/8001 Baonings Fer Shase og/81,2011 | o6/sq2014 Source: SNL Financial & Company filings; Reflects LTM financials and PEBO’s 2014 numbers do not include the impact ofits two pending acquisitions Peoples a) 14
Slide 15: Earnings and dividends per share
sp >’ $1.94 $2.01 BW Eamings per common share ow $1.74 rash dividends declared per common share $1.63 $1.07 80.79 2005 2006 2007 2008 2009 2010 2011 2012 2013 80.47 $0.45 $0.47 $0.46 80.47 $044 ee $0.39 $0.93 Ql212 —« Q2B12 =—=§-« QGP QI] = QL BOIS QW =—§« QMS ~=§ QO QI WIA =—=—QNNI Dividend dat pre
Slide 16: Net Interest Margin
Net Interest Margi 489% sige BAG BA 3 aoe ae Bale 940 Bat sae SAG% 5 se 3.8096 —_——_.— a ——.—* LI | go a LSI soe a" 1.96% 0.88% 0.89% — o.g5< 9.80% 0.76% 0.7996 a QL Q2W1L Qs2ll Qs2ll Q1 12 Qe2W12 Qs2V0l2 Q42012 QlI1s Q2IW1s QsVW1s Q4201s Q1I014 Q22014 —s-Eaming Assets —e—NetInterestMargn ~~ Interes
Slide 17: Non-Interest Income
Non-Interest Income (Stn thousands) $37,220 $34,971 $31,350 $82,097 $82,050 g31,634 —_ 982,044 2008 2010 2012 Other $3,252 $3,087 $3,594 $3,178 $3,294 $4,078 $2,942 OE-Banking $8,524 $8,882 $8,954 $4,686 $5,142 $5,955 $6,191 Trust & investment $4,983 $5,189 $4,722 $5,348 $5,548 $6,129 $7,122 Glnsura
Slide 18: Loan composition
(Stn thousands) i YE 2008 | YE2009 | YE2010 | YE2011 | YE2012 | Q12013 | Q22013 | Q32013 | Q42013 | Q12014 | Q22014 DRetail | $397,650 | $383,826 | $353,882 | $356,720 | $392,708 | $400,097 | $425,197 | $450,005 | $465,771 | $478,669 | $544,636 BC&I $176,187 | $160,678 | $153,713 | $140,857 | $180,1
Slide 19: Deposit Composition
Deposit Composition: ($n thousands) YE YE YE Ql Q2 Q3 Q4 Ql Q2 2008 2009 2010 2011 2012 2013 2018 2013 2013 2014 2014 OChecking & Savings) $376,84 | $437,62 | $431,14 | $484,45 | $625,35 | $666,40 | $650,50 | $677,02 | $760,31 | $778,83 | $813,02 GPublicFunds $105,71 | $112,07 | $122,44 | $129,91 |
Slide 20: Restoring Asset Quality
Restoring Asset Quali y. Allowance for Loans Losses to Loans 2.7996 1.669% a 1,89 89% 6 1.88% 2007 2008 2009 2010 2011 2012 2013 Ql2014 = Q2.2014" @PEBO Peer Median (1) $1.5 Billion Median (2) * Peer groups excluded due tp lack of reported data; Source: SNL Financial & Company filings 0) Femme BRYR
Slide 21: Our Strategy
AA Our Strategy ‘Peoples €
Slide 22: The Best Community Bank in America
“The Best Community Bankin America” Responsible Extraordinary Superior piueeese sores MAES eae + Delightthe customer! Share the WOW moments Our Way of Life + Asset Quality consistently delivering the * Compliance Regulatory right advice & solutions * Products & services delivered through customers?
Slide 23: Strategic Priorities
rategic Priomties oe + Primary emphasis on revenue growth Positive Operating Leverage + Disciplined expense management + Expand revenue vs. expense growth gap beyond 2% + Improve efficiency ratio 19 to 2% annually 5 + Balance growth with prudent credit practices Supenor Asset oe + Improve diversity
Slide 24: Strategic Targets
Strategic Targets Strategic Focus Actwl Actual ActualQ2 5 Year Strategic 2012 2013 2014 Target Range Netinterest margin Fully-tax equivalent) 3.3996 3.2596 3.39% 8.4096 to 3.60% ‘Total revenue growth 2.9096, 3.5396, 15.17% 59% to 11% Total expense growth 3.4996, 7.55% 21.81% 3% to 896, Noninterest i
Slide 25: Our M&A Strategy
Our M&A Strategy, (ay * Use M&A to augment organic growth and optimize our current footprint — Gain market share and improve operating efficiency — Create more density through disciplined expansion ¢ Target areas with charactenistics similar to existing markets — Expand along major transportation ro
Slide 26: PEBO as a Preferred Partner
PEBO as a Prefered! Pariiten € Unique community banking model — Greater revenue diversity for a community bank our size (approx. 40% fee-based) — Strong community reputation and active involvement — Local market teams capable of outmaneuvenng larger banks — More sophistication and product breadth th
Slide 27: I-70 Expansion
L-70Expansion + High growth potential + Recentlyaddednew talent Footprint Development * Increase marketshare inall areas + Insurance & Wealth Management expansion potential + Explore banking opportunities + Buildupon 2013 insurance acquisition * Possible M&A opportunities + Insurance & Wealth Manage
Slide 28: Recent Acquisitions
Recent Acquisitions Qetober 2013 Ohio Commerce Bank Single office in Beachwood Total assets = $123 million Pending - October 2014 ‘North Akron Sawngs Bank Four officesin Summit County Toral assets = $148 million Pending — August 2014 OhioHeritageBancorp Six offices headquartered in Coshocton Toral a
Slide 29: Operations
a Operations Closing Date / Conversions Top 4 operations / systems professionals have over 100 years experience at PEBO Peoples @) 90
Slide 30: Appendix
Appendix
Slide 31: Corporate Profile
Corporate Profile © ¢ Financial holding company headquartered in Marietta, Ohio — Provide a broad range of banking, insurance, and investment services * Current snapshot ver 130,000 client relationships & 85,000 households b2.2billion — Loans: $1.3 billion — Deposits: $1.7 billion — Market capitaliz
Slide 32: Management team experience
Years Banking i |PEBO| Total | Chuck W. Sulerzyski Diverse financial services experience g 5 Presidentand CEO Progressive executive leadership Progressive finance andaccountingleadership Edward G. Sloane a : ; cade rsp. EVE CHOW Tent Extensive experience with ALM, MEA, strategic 6 30 planning Carol
Slide 33: Our Brand Promise
Our Brand Promise We will work side by side to overcome challenges and seize opportunities. We will listen and work with you. Together we will build and execute thoughtful plans and actions, blending our experience & expertise to move you toward your financial goals. Our core difference is providing
Slide 34: Branch renovations
— Floor-to-ceilng renovations — Over $5 million beimg invested — Final phase completed Q1 2014 — Used national branch design experts — Consistent look with our new brand — More engaging customer environment — Better utilization of office space — Enhanced customer sales discussions — Increased office
Slide 35: Online and mobile banking comparison
(Ontine Loan Applications Online Financial Management ‘Yes Yes Yes No No No No [Bil Par Speciic to Motile Yes | Yes | Ye | Yes Yes Yes Yes Yes Yes | ves | Yes Phone /iPad/Andriod Apps Yes [ye | Ye | ves Yes Yes Yes Yes Yes | ves | Yes Text Banking Yes | ves | ve | ves Yes Yes Yes Yes Ye | ve | Yes M
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