Cautionary Notes on Forward-Looking Statements
This communication contains statements which, to the extent they are not statements of historical fact, constitute forward-looking statements
within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, oral or written forward-looking
statements may also be included in other information released to the public. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as aim, anticipate,
estimate, expect, goal, guidance, intend, is anticipated, is expected, is intended, objective, plan, projected,
projection, will affect, will be, will continue, will decrease, will grow, will impact, will increase, will incur, will reduce,
will remain, will result, would be, variations of such words or phrases (including where the word could, may, or would is used rather than the word will in a phrase)
and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. These forward-looking statements may include information about Prosperitys and LegacyTexass possible or assumed
future economic performance or future results of operations, including future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows and Prosperitys or
LegacyTexass future capital expenditures and dividends, future financial condition and changes therein, including changes in Prosperitys and LegacyTexass loan portfolio and allowance for loan losses, future capital structure or
changes therein, as well as the plans and objectives of management for Prosperitys or LegacyTexass future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Prosperitys or
LegacyTexass operations, results of operations, financial condition, and future economic performance, statements about the anticipated benefits of the proposed transaction, and statements about the assumptions underlying any such statement.
The forward-looking statements are based on expectations and assumptions Prosperity and LegacyTexas currently believe to be valid. Because forward-looking statements relate to future results and occurrences, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict. Many possible events or factors could adversely affect the future financial results and performance of Prosperity, LegacyTexas or the combined company and could cause
those results or performance to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstance that could give rise to the right
of one or both of the parties to terminate the merger agreement, the outcome of any legal proceedings that may be instituted against Prosperity or LegacyTexas, delays in completing the transaction, the failure to obtain necessary regulatory
approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) or shareholder approvals or to satisfy any of the other conditions
to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two
companies or as a result of the strength of the economy and competitive factors generally, or specifically in the Dallas/Fort Worth area where LegacyTexas does a majority of its business and Prosperity has a significant presence, the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of managements attention from ongoing business operations and opportunities, potential adverse reactions
or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, Prosperitys ability to complete the acquisition and integration of LegacyTexas successfully, and the dilution
caused by Prosperitys issuance of additional shares of its common stock in connection with the transaction. Each of Prosperity and LegacyTexas disclaims any obligation to update such factors or to publicly announce the results of any revisions
to any of the forward-looking statements included herein to reflect future events or developments. Further information on Prosperity, LegacyTexas and factors which could affect the forward-looking statements contained herein can be found in
Prosperitys Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Report on Form 10-Q for the three- and six-month periods ended June 30, 2019 and its other filings with the Securities and Exchange Commission (SEC), and in LegacyTexass Annual Report on Form
10-K for the fiscal year ended December 31, 2018, its Quarterly Report on Form 10-Q for the three- and six-month periods
ended June 30, 2019 and its other filings with the SEC.