ATLANTA, GEORGIA - October 9, 2024 - Georgia Banking Company, Inc. ("GBC"), the parent company of Georgia Banking Company, and Primary Bancshares Corporation ("PBC"), the parent company of Georgia Primary Bank, jointly announced today the signing of a definitive agreement under which PBC will merge with and into GBC in a stock and cash transaction with an aggregate value of approximately $27 million.

Georgia Primary Bank, based in Atlanta, Georgia, has approximately $352 million in assets, $320 million in deposits, and $256 million in loans as of September 30, 2024. It operates two branches in Fulton and Forsyth Counties.

GBC's merger with PBC will improve the combined bank's scale and expand its footprint across metro Atlanta. As of September 30, 2024, the combined bank would have $2 billion in pro forma deposits - representing a top three deposit market share for banks headquartered in the Atlanta MSA— pro forma total assets of $2.4 billion and gross loans of $2 billion. The combined bank will also have a strong balance sheet and attractive core deposit franchise to facilitate continued expansion in the metro Atlanta market. This merger positions GBC to fill the void in the Atlanta market for a community bank in the $2-5 billion asset size range while providing a better experience for customers and greater value for its shareholders.

"The merger with Georgia Primary Bank marks a significant milestone for Georgia Banking Company. Our market presence will be strengthened with this strategic move which aligns with our vision of expanding our franchise to better serve the metro Atlanta community," said Bartow Morgan, Jr., Chief Executive Officer of GBC and Georgia Banking Company." This transaction provides us an excellent opportunity to broaden our footprint in a low-risk manner. Georgia Primary Bank is a high-quality institution with great relationships and a shared cultural focus on the customer. We look forward to partnering with David Coxon and his team."

"Partnering with GBC was not a difficult decision. We share the same values that are driven by our commitment to our customers and employees," said David Coxon, Chief Executive Officer of PBC and Georgia Primary Bank. "The merger provides long-term growth potential for our shareholders and will enhance our ability to offer a broader range of solutions and present new business opportunities. We are excited about the combination's substantial benefits to our community and stakeholders."

Subject to the merger agreement's terms, PBC's shareholders will receive $27 million in aggregate transaction value in a combination of stock and cash. PBC's Chairman H. Boyd Pettit, III, and Director Mark A. Scheinfeld will also join the GBC Board of Directors.

The merger agreement has been unanimously approved by the respective Boards of Directors of PBC and GBC. Completion of the merger is subject to normal and customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of PBC. The transaction is expected to close in the first half of 2025.

Evercore Inc. acted as the exclusive financial advisor, and Troutman Pepper served as legal counsel to GBC in connection with the transaction. Performance Trust Capital Partners served as the exclusive financial advisor, and Nelson Mullins Riley & Scarborough LLP served as legal counsel, to PBC in connection with the transaction.

Georgia Banking Company is a locally owned community bank headquartered in Atlanta, GA, and a wholly owned subsidiary of GBC. As of September 30, 2024, Georgia Banking Company has approximately $2.08 billion in total assets, which is a testament to its unwavering commitment to financial strength and stability. Guided by the leadership of fifth-generation banker CEO Bartow Morgan, Jr., Georgia Banking Company aims to be the Bank of Choice for metro Atlanta. The dedicated and experienced team at GBC shares a profound passion for service excellence and community impact. In support of its commitment to fostering economic growth and supporting local communities, Georgia Banking Company was recently recognized as #1 for customers' willingness to recommend to others. Additionally, for the second year in a row, Georgia Banking Company was recognized by the Atlanta Journal-Constitution as a Top Workplace. GBC endeavors to leverage the latest technology advancements to meet the evolving needs of its customers while maintaining the personal touch that defines community banking. To learn more about Georgia Banking Company and its commitment to personalized financial solutions, please visit GeorgiaBanking.com. Member FDIC

Through its wholly owned subsidiary, Georgia Primary Bank, PBC offers a personal service community bank serving the metro Atlanta area in Forsyth and North Fulton County. Organized and opened in 2007, the bank provides a broad range of banking services, including deposit, lending, and electronic banking products. These services are augmented through advanced technology products for both our business and consumer customers. To learn more about Georgia Primary Bank, please visit GeorgiaPrimaryBank.com. Member FDIC.

Margaret Whieldon
Georgia Banking Company
SVP/Director of Marketing
mwhieldon@GeorgiaBanking.com

Diane Clegg
Georgia Primary Bank
Director of Marketing
dclegg@gaprimarybank.com