On
February 7, 2013, Renasant Corporation, a Mississippi corporation (Renasant), and First M&F Corporation, a Mississippi corporation (M&F), issued a joint press release announcing the execution of an Agreement and
Plan of Merger, dated February 6, 2012, by and among Renasant and its wholly-owned subsidiary, Renasant Bank, on the one hand, and M&F and its wholly-owned subsidiary, Merchants and Farmers Bank, on the other hand (the Merger
Agreement), providing for, among other things, the merger of M&F with and into Renasant, with Renasant the surviving corporation in the merger, and the merger of Merchants and Farmers Bank with and into Renasant Bank, with Renasant Bank
the surviving banking corporation in the bank merger. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In addition, on February 7, 2013, Renasant provided supplemental information regarding the transactions contemplated by the Merger Agreement in connection with a presentation to analysts and
investors. A copy of the presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
Additional Information About the Renasant/M&F Transaction
Renasant and M&F will be filing a joint proxy statement/prospectus, and other relevant documents concerning the merger with the
Securities and Exchange Commission (the SEC). This report, and the exhibits furnished herewith, do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT RENASANT, M&F AND THE PROPOSED MERGER. When available, the joint proxy statement/prospectus will be mailed to shareholders of both Renasant and M&F. Investors will also be able to obtain copies of the joint proxy
statement/prospectus and other relevant documents (when they become available) free of charge at the SECs Web site (www.sec.gov). In addition, documents filed with the SEC by Renasant will be available free of charge from Mitchell Waycaster,
Director of Investor Relations, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone: (662) 680-1215. Documents filed with the SEC by M&F will be available free of charge from M&F by contacting John G.
Copeland, Chief Financial Officer, First M&F Corporation, 134 West Washington Street, Kosciusko, Mississippi 39090, telephone: (662) 289-8594.
Renasant, M&F and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of
Renasant and M&F in connection with the proposed merger. Information about the directors and executive officers of Renasant is included in the proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on
March 8, 2012. Information about the directors and executive officers of M&F is included in the proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on March 14, 2012. Additional information
regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This report, and the exhibits furnished herewith, contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about companies anticipated future financial performance. This act provides a safe
harbor for such disclosure, which protects the companies from unwarranted litigation if actual results are different from management expectations. This report, and the exhibits furnished herewith, contain forward looking statements within the
meaning of the Private Securities Litigation Reform Act, and reflect managements current views and estimates of future economic circumstances, industry conditions, company performance, and financial results. These forward looking statements
are subject to a number of factors and uncertainties which could cause Renasants, M&Fs or the combined companys actual results and experience to differ from the anticipated results and expectations expressed in such forward
looking statements. Forward looking statements speak only as of the date they are made and neither Renasant nor M&F assumes any duty to update forward looking statements. In addition to factors previously disclosed in Renasants and
M&Fs reports filed with the SEC and those identified elsewhere herein, these forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the
transaction between Renasant and M&F and between Renasant Bank and Merchants and Farmers Bank, including future financial and operating results, cost savings, enhanced revenues and the
expected market position of the combined company that may be realized from the transaction, and (ii) Renasant and M&Fs plans, objectives, expectations and intentions and other statements contained herein that are not historical facts.
Other statements identified by words such as expects, anticipates, intends, plans, believes, seeks, estimates, targets, projects or words of
similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of Renasants and M&Fs management and are inherently subject to significant business,
economic and competitive risks and uncertainties, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject
to change. Actual results may differ materially from those indicated or implied in the forward-looking statements.
The
following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Renasant and M&F may not be integrated
successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the expected growth opportunities or costs savings from the transaction may not be fully realized or may take longer to realize than expected;
(3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including
difficulties in maintaining relationships with employees, may be greater than expected; (5) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) Renasants or M&Fs
shareholders may fail to approve the transaction; (7) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (8) reputational risks and the reaction of the companies customers to the
transaction; (9) diversion of management time on merger related issues; (10) changes in asset quality and credit risk; (11) inflation; (12) customer acceptance of the combined companys products and services;
(13) customer borrowing, repayment, investment and deposit practices; (14) the introduction, withdrawal, success and timing of business initiatives; (15) the impact, extent, and timing of technological changes; (16) a weakening
of the economies in which the combined company will conduct operations may adversely affect its operating results; (17) the U.S. legal and regulatory framework, including those associated with the Dodd Frank Wall Street Reform and Consumer
Protection Act, could adversely affect the operating results of the combined company; (18) the interest rate environment may compress margins and adversely affect net interest income; and (19) competition from other financial services
companies in the companys markets could adversely affect operations. Additional factors that could cause Renasants, M&Fs or the combined companys results to differ materially from those described in the forward-looking
statements can be found in Renasants and M&Fs reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SECs website (www.sec.gov). All
subsequent written and oral forward-looking statements concerning Renasant, M&F or the proposed merger or other matters and attributable to Renasant, M&F or any person acting on either of their behalf are expressly qualified in their
entirety by the cautionary statements above. Renasant and M&F do not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect circumstances or events that occur after the date the forward-looking
statements are made.