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Understanding and then meeting the needs of our clients, providing optimum return to our shareholders, creating security and opportunity for our employees and being good citizens in our communities are the founding principles that have guided our company for more than 110 years. During 2014, Renasant generated record results through building on these founding principles. By executing our strategic initiatives of improving profitability and delivering higher levels of earnings, along with improving our efficiency, we experienced E. ROBINSON McGRAW another successful year—one we ended with Chairman, President and Chief Executive Officer the announcement of a proposed merger that, if completed, would be the largest acquisition in the history of our company. MARKET HIGHLIGHTS Looking at highlights in our market activity during 2014, Renasant stands for a “constant renaissance.” in Tennessee, we opened our new northern region Over the past year, our company has truly lived up to headquarters in downtown Nashville. This office, our name as we made major investments in financial located in Nashville’s popular West End district, is in services technologies, facilities, employee training and close proximity to many metro businesses as well as community involvement to continually improve the the City’s major health care facilities and universities. way we serve our clients. Through this idea of a constant renaissance, we have provided our clients with technology that allows them to bank whenever and wherever they want. We have upgraded our locations because—despite the increased adoption of online and mobile banking—we still experience very healthy client traffic throughout our branch network. In addition, we have enhanced our service skills by offering every employee our Renasant Relationship Builder training program. Beyond improvements in the delivery of our products and services, we continue to pride ourselves on serving our communities and our fellow citizens. From helping with tornado disaster relief and volunteering thousands of service hours to holding financial seminars and providing grants to various nonprofits, in any market Renasant serves, you will find our employees on the front lines helping their communities. NORTHERN REGION HEADQUARTERS Nashville, Tennessee It is in our company’s DNA to be active participants in the communities we serve. The constant renaissance In Alabama, we broke ground on our new Tuscaloosa from which we derive our name is not just for banking; branch that opened in early 2015. This branch is in it’s for being constant in doing all that we can to one of the most visible locations in metro Tuscaloosa, improve the lives of those around us as well. conveniently located near the University of Alabama. In Mississippi, where Tupelo serves as our corporate Basic and diluted earnings per share (EPS) were $1.89 headquarters, we continue to enjoy strong market and $1.88, respectively, for 2014, as compared to share, as we are the fourth-largest bank in the state basic and diluted EPS of $1.23 and $1.22, respectively, based on deposit share. for 2013. During the past year, we acquired land for a second Our loans increased 2.75% to $3.99 billion at December retail location in Columbus. This location will build on 31, 2014, as compared to $3.88 billion at December our already strong presence in the Golden Triangle 31, 2013. Excluding acquired loans, our legacy market markets of Columbus, Starkville and West Point. loans grew 13% to $3.27 billion at December 31, 2014, as compared to $2.89 billion at December 31, 2013. For 2014, total deposits were flat at $4.84 billion as compared to 2013. Our net interest income increased approximately 29% to $202.6 million for 2014, from $157.2 million for 2013. For 2014, our net interest margin increased to 4.12% from 3.96% for 2013. Our noninterest income is derived from diverse lines of business that primarily consists of mortgage, wealth management and insurance revenue sources along with income from deposit and loan products. Noninterest income for 2014 was $80.6 million, as compared to $72.0 million for 2013. For 2014, SHANNON, MISSISSIPPI, RIBBON CUTTING noninterest expense was $191.2 million, as compared & GRAND OPENING to $173.1 million for 2013. We opened a new branch in Shannon to better serve one of our legacy communities. In addition, we broke ground on a new location in Grenada that will open during the second quarter of 2015. We are also experiencing much success with our recent entry into the markets surrounding Jackson through our 2013 acquisition of First M&F Corporation (First M&F). In total, we now have 121 banking, insurance, mortgage and wealth management locations throughout Tennessee, Alabama, Georgia and Mississippi with approximately $5.81 billion in total assets at December 31, 2014. RECORD EARNINGS C. MITCHELL WAYCASTER KEVIN D. CHAPMAN We achieved record earnings for 2014. These financial Senior Executive VP & Senior Executive VP Chief Administrative Officer & Chief Financial Officer results were driven by strong nonacquired loan growth and a continued focus on revenue growth while at the same time managing expenses. For 2014, we also Overall, our credit quality trends continue to improve. saw our return on assets move above 1%. Through We recorded a provision for loan losses of $6.2 million the successful execution of our long-term strategic for the year ending December 31, 2014, as compared initiatives, bolstered by the full-year impact of the to $10.4 million for the year ending December 31, 2013. operations added with the First M&F acquisition, net income for 2014 increased 78% to $59.6 million, as Excluding loans covered under loss-share compared to $33.5 million for 2013. agreements or acquired in the First M&F acquisition, 2 Completion of the transaction is subject to the approval of our shareholders and Heritage’s shareholders, as well as regulatory approval. Upon completion of the transaction, our company will have approximately $7.5 billion in total assets, $5.2 billion in gross loans and $6.1 billion in deposits with 171 banking, mortgage, insurance, wealth management and investment offices in Mississippi, Alabama, Tennessee, MICHAEL D. ROSS J. SCOTT COCHRAN Georgia and Florida. President, Eastern Region President, Western Region & Chief Commercial Officer The transaction will add approximately $1.9 billion in assets, $1.2 billion in loans, $1.3 billion in deposits and 48 banking, mortgage and investment offices in nonperforming loans, consisting of loans 90 days or Alabama, Georgia and Florida. more past due and nonaccrual loans, as a percentage of total loans, were 0.62% at December 31, 2014, The Heritage acquisition will solidify us as one of the as compared to 0.66% at December 31, 2013. Early- largest community banks operating in the Southeast stage delinquencies, or loans 30 to 89 days past due, with significant other business lines including as a percentage of total loans increased slightly to insurance, mortgage and wealth management. 0.32% at December 31, 2014, as compared to 0.31% Additionally, the merger will provide a stable source at December 31, 2013. of low-cost core deposits that are expected to support our future growth activities. Net charge-offs as a percentage of average loans for the year ending December 31, 2014, were 0.29%, as compared to 0.22% for 2013. Other real estate owned not covered under loss-share agreements or acquired in the First M&F acquisition was $17.1 million at December 31, 2014, as compared to $27.5 million at December 31, 2013. At December 31, 2014, our tangible common equity ratio was 7.52%, Tier 1 leverage capital ratio was 9.53%, Tier 1 risk-based capital ratio was 12.45% and total risk-based capital ratio was 13.54%. Our capital ratios were all in excess of regulatory minimums required to be classified as “well-capitalized.” In addition, during 2014, we maintained our annual dividend of $0.68, which, based on the year-end stock price, equated to a dividend yield of approximately 2.35%. M&A ACTIVITY On December 10, 2014, we announced the signing of a definitive merger agreement pursuant to which Renasant will acquire, in an all-stock merger, Heritage Financial Group, Inc. (Heritage), R. RICK HART a bank holding company headquartered in Albany, President, Northern Region Georgia, and the parent of HeritageBank of the South & Renasant Corporation Board Member (HeritageBank), a Georgia savings bank. 3 FOOTPRINT KEY RENASANT LOCATION HEADQUARTERS The transaction also enhances our presence in the metro Heritage is a community bank with a proven track record markets of Birmingham, Alabama and Atlanta, Georgia, of success in serving its clients and communities, and with minimal overlap while also providing entry into new we look forward to completing this acquisition, markets, such as Albany, Georgia, Statesboro, Georgia, hopefully during the third quarter of 2015. Auburn, Alabama, Ocala, Florida and Gainesville, Florida. As a part of our long-term strategy, we continue to seek O. Leonard Dorminey, president and chief executive partners that enhance our ability to enter new markets, officer of Heritage, will join us as an executive vice attract quality banking talent and grow our market share president of Renasant Corporation and will serve as the president of Renasant Bank’s Georgia region. LOOKING FORWARD He has been with HeritageBank since 2001 and has From beginning 2014 having just completed our served as president and CEO of Heritage since 2003. integration with First M&F to ending the year with our announcement of our proposed acquisition Under the proposed terms, the transaction of Heritage and posting our strongest earnings in is expected to be immediately accretive to our 110 year history, the past year was a success Renasant’s estimated EPS, with the estimated by all accounts.