board of directors out of funds legally available for that purpose and any such declaration is subject to other regulatory restrictions. If the merger is consummated, the combined company
will be subject to similar restrictions on the declaration of dividends as described under “Market Price and Dividend Information—Prosperity.” Finally, Legacy and Prosperity directed their respective financial advisors
to use publicly available consensus “street estimates” of total assets of Legacy as of December 31, 2019 and December 31, 2020 of approximately $9.8 billion and $10.4 billion, respectively. Legacy and Prosperity
directed J.P. Morgan and KBW, respectively, to use annual asset growth rate assumptions for Legacy’s total assets of approximately 5% for fiscal years 2021, 2022 and 2023, and 4% and 3%, respectively, for fiscal year 2024.
The paragraph under the caption “Certain Projections Regarding Prosperity” beginning on page 91 of the Proxy Statement is hereby amended and
supplemented by adding the bolded and underlined language below:
Prosperity management provided Legacy and KBW with Prosperity management’s
estimates of certain income metrics for Prosperity as well as estimated long-term earnings and balance sheet growth rates and certain other assumptions to be used to extrapolate Prosperity’s financial results thereafter. Prosperity and Legacy
directed KBW and J.P. Morgan, respectively, to use publicly available consensus “street estimates” of EPS for Prosperity of $4.81 and $4.80, respectively, for the full fiscal year 2019 and $5.05 for fiscal year 2020, and publicly available
consensus “street estimates” of total assets of Prosperity of approximately $22.9 billion as of December 31, 2019 and approximately $23.8 billion and $23.7 billion, respectively, as of December 31, 2020. Prosperity
also provided Legacy and KBW with annual net income growth rate assumptions for Prosperity of 5% for fiscal years 2021, 2022 and 2023, 4% for fiscal year 2024 and 3% for fiscal year 2025, and an annual asset growth rate assumption for Prosperity of
approximately 3%. Legacy directed J.P. Morgan to use annual net income growth rate assumptions for Prosperity of 4% for fiscal years 2021, 2022 and 2023 and 3% for fiscal year 2024, and annual asset growth rate assumptions for Prosperity of
approximately 3.5% for fiscal years 2021, 2022 and 2023 and 3% for fiscal year 2024. Legacy directed J.P. Morgan to use estimated 2024 net income for Prosperity of $409 million. In addition, Legacy directed
J.P. Morgan to use estimated annual dividend amounts per share for Prosperity of $1.68, $1.79, $1.86, $1.94, $2.01 and $2.07 for 2019, 2020, 2021, 2022, 2023 and 2024, respectively. There can be no assurance that Prosperity will declare dividends in
these amounts. As further discussed under “Market Price and Dividend Information—Prosperity,” Prosperity may only pay dividends when, as and if declared by Prosperity’s board of directors out of funds legally available for that
purpose and any such declaration is subject to other regulatory restrictions.
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 Legacy’s and Prosperity’s 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 Legacy’s or Prosperity’s future
capital expenditures and dividends, future financial condition and changes therein, including changes in Legacy’s and Prosperity’s loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the
plans and objectives of management for Legacy’s or Prosperity’s future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Legacy’s or Prosperity’s 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 Legacy and Prosperity 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
4