Access National — Merger or Acquisition (October 2016)
19 slides from Access National's merger presentation, Oct 24, 2016
Slide 1: Creating Virginia's Premier Bank
ACCESS NATIONAL BANK Middleburg Bank The Difference is Access. Neighbors You Can Bank On.™ Creating Virginia’s Premier Bank Investor Presentation October 24, 2016
Slide 2: Forward Looking Statements
FORWARD LOOKING STATEMENTS The information presented herein contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Access National Corporation's (‘Access’) and Middleburg Financial Corporation's (“Middleburg”) expectations or predic
Slide 3: Additional Information
ADDITIONAL INFORMATION Additional Information About the Proposed Transaction and Where to Find It Investors are urged to review carefully and consider all public filings by Access and Middleburg with the Securities and Exchange Commission (the “SEC'), including but not limited to their Annual Report
Slide 4: Transaction Rationale
Transaction Rationale + Creates Virginia’s premier bank * $2.7 billion in assets * $1.8 billion in gross loans HFI * $2.2 billion in deposits $354 million total equity $506 million market capitalization $2.5 billion AUMA Fee income >35% of operating revenue Transaction + Ranked 5* in deposit market
Slide 5: A Transformational Strategic Merger in Virginia
A Transformational Strategic Merger in Virginia * Combination of two highly complementary, Northern VA franchises — ANCX gains presence in affluent Virginia markets; MBRG expands presence in D.C. MSA * MBRG’s strong retail deposit franchise and wealth management complements ANCX’s expertise in Compl
Slide 6: Overview of Merger Partners
Overview of Merger Partners Access National Corporation Middleburg Financial Corporation $1.4 billion bank holding company based in Reston, VA + Business bank serving Washington D.C_MSA + “Branch-lite” footprint, 5 banking centers, 2 pending Strong operating performance history through cycles: 65 pr
Slide 7: Transaction Summary
Transaction Summary Consideration Cost Savings Credit Mark Fair Value & Other Adjustments Aggregate consideration of $233.1 million, or $32.51 per MBRG common share MBRG employee options cashed out at close + MBRG warrants converted into ANCX warrants at close 100% common stock 1.3314 ANCX shares fo
Slide 8: Strong EPS Accretion, IRR & Robust Capital
Strong EPS Accretion, IRR & Robust Capital Key Transaction Impacts ANCX 2017 EPS Accretion Greater than 7.5% ANCX 2018 EPS Accretion Greater than 10.0% IRR Greater than 18.0% Tangible Book Accretion/(Dilution) ~ (0.5%) Tangible Book Payback Period Within 1 Quarter MBRG Dividend Pick-up 53.6% Ownersh
Slide 9: Comprehensive Due Diligence and Credit Review
Comprehensive Due Diligence and Credit Review vy Comprehensive reciprocal due diligence v Analyzed credit files, underwriting methodology process including core systems, legal and and policy and portfolio management process credit v ANCX’s extensive credit review focused on the v Both organizations
Slide 10: Pro Forma Deposit & Branch Footprint
Pro Forma Deposit & Branch Footprint + Pro forma entity would have the 5* largest deposit market share among Virginia-based banks with less than $10 billion in assets + High density deposits per branch fosters efficiency @ m Mwions) Virginia Deposit Market Share No. of Total Deposits) Cost of Rank I
Slide 11: Opportunities in Fast Growing, Affluent Markets
Opportunities in Fast Growing, Affluent Markets Washington-Arlington-Alexandri Top 10 Counties in the U.S. - Median HH Income * Combined Offices: 17 ($2.0 billion deposits) 20 f = 20 H ¢ Population: 6.2 million; 5-year projected growth: 5.5% $100 H H 4 H H H * Nationwide average: 3.8% H i $20 | H *
Slide 12: Well-Diversified Business Model
Well-Diversified Business Model Traditional —_~ Engi ACCESS NATIONAL BANK ia i = sine Community The Difference is Access. "me Miaiebig Ban mm for Growth Banking » | Capital Fiduciary Diversified Aisa A Middleburg Stable, Fee Income —>" == Annuitized Sources 4, \ + To cae | = Revenue A) Access Nation
Slide 13: Attractive Fee Revenue Mix
Attractive Fee Revenue Mix 2Q16 Ann. Pro Forma Total Revenue Composition KEY Drivers: * Pro Forma AUMA: ~ $2.5 billion + Pro Forma Mortgage Origination Volume: ~ $487 million Pro Forma Interest Mortgage Revenue 23% 2% 65% Other 4% 2016 Ann. Revenue Sources $0005; % Net Interest Income $20 730 65% Mo
Slide 14: Pro Forma Loan and Deposit Composition
Pro Forma Loan and Deposit Composi o < Ss °o CRE- ton F ‘Mutt-Family S ‘nner — = Covent 4 ou in TotalLoans: $9.43 Yield on Loans: 4mT% ANCX James cos mo metas coe, ™ Teas eoton iaecounte = | oe Total Deposits: $1,045mm. Cost of Deposits: 051% Loans/ Deposits 90% Source: SNL Financial. GAAP data as o
Slide 15: Low Risk, High Fee Revenue — Unique Peer Group
Low Risk, High Fee Revenue — Unique Peer Group 430% CRE / Total Risk-Based Capital for D.C Banks Pro Forma Total Revenue Composition oa 380% 200% 180% Pro Forma interest Mortgage 157% revenue ‘23% a won | 120% ‘0% % os : : MBRG ‘ProFoma ANCX SASR | WFBI EGEN UBSICFNL —OLBK Pro Forma Company Joins Hi
Slide 16: Future Opportunities
Future Opportunities Positions ANCX as the preferred partner for banks in the D.C. MSA and beyond * Target characteristics would include: — $500 million or more in assets — Adequate capital and stable asset quality — Stable core funding base — Loan portfolio oriented towards commercial lending * Dis
Slide 17: Transaction Summary
Transaction Summary v Merger of Complementary Business Models + Delivers a better-scaled, comprehensive product and services set to Virginia communities * Positions wealth management and trust business for expansion (pro forma AUMA of approximately $2.5 billion) ¢ Pro forma size enables deeper penet
Slide 18: ANCX Ownership Presents Meaningful Upside
ANCX Ownership Presents Meaningful Upside Powerful Growth: ANCX has delivered significantly higher post-crisis total returns to shareholders 500% ANCX 403% 400% 300% +413% As of 10/21/16 Total Return Ny =) 6 ae Regional Peer Group (10%) (100%) 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2
Slide 19: Contacts
CONTACTS Visitors are welcome! Michael W. Clarke Meg M. Taylor, CPA President and CEO, Access National Corporation EVP, CFO CEO, Access National Bank megtaylor@AccessNationalBank.com mclarke@AccessNationalBank.com Sheila M. Linton VP, Corporate Secretary Investor Relations slinton@AccessNationalBank
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