Recent Edelman & Co. Banking Industry Transactions September 20, 2018

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1 Recent Edelman & Co. Banking Industry Transactions September 20, 2018 Pending Wisconsin Bank & Trust / Heartland Financial USA sale of Elkhart Lake and Chilton branches to National Exchange Bank & Trust (sell side) State Bank Financial sale of La Crescent, MN branch to ESB Bank (sell side) Wolf River Community Bank purchase of Shiocton branch of Bank First National (buy side) Royal Bank purchase of State Bank of Cazenovia (sell side) The Baraboo National Bank sale of Wonewoc branch to Farmers State Bank (sell side) Peoples State Bank Prairie du Chien Purchase of 4 FirstMerit Bank branches in Grant County (buy side) First State Bank purchase of F&M Rudolph (buy side) AnchorBank sale of Viroqua branch to Royal Bank (sell side) AnchorBank sale of Winneconne branch to Premier Community Bank (sell side) Bancroft State Bank sale to Portage County Bank (sell side) The Baraboo National Bank sale of Elcho branch to Covantage Credit Union (sell side) The Baraboo National Bank sale of Fond du Lac branch (sell side) Baylake Bank purchase of Union State Bank Kewaunee (buy side) Cornerstone Community Bank sale of Fox Point branch to Waterstone Bank (sell side) Nicolet National Bank sale of Neillsville and Fairchild branches to Unity Bank (sell side) Peoples Bank Mazomanie acquisition of AnchorBank branch in Richland Center (buy side) The Baraboo National Bank sale of Green Lake branch to Horicon Bank (sell side) The Baraboo National Bank sale of Rhinelander branch to Peoples Bank Wausau (sell side) The Baraboo National Bank sale of Viroqua branch to Peoples Bank Prairie du Chien (sell side) Baylake Bank sale of Poy Sippi and Berlin branches to First National Berlin (sell side) Citizens Community Federal sale of Walmart branch in Wisconsin Dells to WCCU (sell side) Premier Community Bank acquisition of 4 Baylake Bank branches in Waupaca County (buy side)

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3 Robert H. Edelman Biographical Summary September, 2018 Accomplished investment banker with 32 years of experience advising companies on shareholder value issues, capital raising and business combinations. November, 1994 To Present Milwaukee, Wisconsin Founder and President of mergers and acquisitions advisory firm. Provided planning, analytical, execution and negotiation services to companies contemplating business combination transactions as buyers or as sellers. Concentration of activity in financial institutions, with emphasis on community banks. Wide geographical focus. Active also as a generalist in range of industries including steel, food, telephone, media, insurance, and manufacturing. Business model of delivering high-level personal skills and experience to middle market transactions ranging in value from approximately $5 million to $100 million. Industrial clients have ranged in sales from $5 million to $250 million. Transaction partners have included large, publicly traded entities such as FirstMerit Corporation, Kroger Co., Journal Communications, ProAssurance Corp., Hubbell Incorporated. Led activist projects to articulate and extract value for clients in minority and/or oppressed positions. Served as expert witness for Foley & Lardner, Godfrey & Kahn, and Woods & Aitken law firms. Provided fairness opinions used in public company proxy materials. Frequently called upon for analysis of a qualitative and quantitative nature on public equities, including company strategy, capital structure, trading value and dynamics, shareholder value alternatives. Also advised on financings, including Initial Public Offering consulting/advocacy services.

4 Tailored approach to transactions including negotiated and competitive sale processes, simple and complex financial structures. FINRA broker-dealer designation for company. General securities principal (Series 24), general securities representative (Series 7) Operations Professional (Series 99) and Investment Banker (Series 79) licenses held individually. Corporate and individual Wisconsin real estate licensure. Profiles of sample transactions attached. June, 1986 to November, 1994 Kemper Securities Milwaukee, Wisconsin and Chicago, Illinois Progressed from entry level associate to managing director. Generalist investment banker engaged in public and private market financings and merger transactions. Officed in Milwaukee and Chicago headquarters of Kemper and predecessor firm of Blunt Ellis & Loewi, securities brokerage firms with approximately 1,500 and 500 retail broker sales forces, respectively. Originated and executed Initial Public Offerings, follow-on public equity offerings. Also debt transactions in public and private markets. Concentration in financial institutions area, including savings & loan stock conversion and corporate sale transactions. Also active in range of other industries. September, 1984 to June, 1986 J.L. Kellogg Graduate School of Management, Northwestern University Evanston, Illinois Winner of Phi Gamma Nu top student award. Full-time studies. Awarded Master of Management degree. Majors in Finance and Accounting.

5 November, 1978 to August, 1984 The Milwaukee Sentinel Milwaukee, Wisconsin Worked as Assistant City Editor, Urban Affairs Reporter and suburban desk reporter for metropolitan daily newspaper. March, 1977 to November, 1978 Lindsay-Schaub Newspapers Editorial writer, state government reporter for 200,000+ circulation group of central and southern Illinois daily newspapers. May, 1976 to March, 1977 Illinois Times Springfield, Illinois Reporter for weekly newspaper. September, 1975 to May, 1976 Columbia University Graduate School of Journalism New York City Awarded Master s degree in Journalism. September, 1971 to May, 1975 Columbia College New York City Awarded Bachelor s degree in History and Political Science. Additional: Co-author of US Investment Funds: Public and Private Response to Cyber Risk, in The Journal of Investing 25 th Anniversary Issue, Spring, Awarded Certified Cybersecurity Leader designation from the Institute for Software Research at Carnegie-Mellon University, June Served as director of OPTI, Inc., a Los Altos, California technology firm controlled by SM Investors (New York City), Served as Trustee of Gunville Trust, 99% shareholder in Niagara Bancorporation, Niagara, Wisconsin, Personal: Married since 1983 to Nancy Gorens Edelman. Two daughters, ages 27 and 24. Reside in Bayside, Wisconsin (suburban Milwaukee). Born in Davenport, Iowa, March 24, Moved to Milwaukee age 5, graduated from Nicolet High School.

6 Has sold its La Crescent, Minnesota branch to The undersigned served as financial adviser to State Financial Bank State Bank Financial is a strong $350 million institution headquartered in La Crosse, Wisconsin. The State Bank Financial decision to sell the La Crescent branch was driven by their commercial focus, liquid balance sheet, and desire to focus on growth opportunities in their other markets. ESB, a $100 million community institution based in Caledonia, Minnesota, branched into La Crescent two years ago. As financial adviser to State Bank Financial, Edelman & Co. effectuated a competitive, market-clearing competitive sale process that resulted in continued service to the La Crescent community and critical mass there for ESB. is a FINRA member broker-dealer engaged in Mergers & Acquisitions and Corporate Finance investment banking. This includes corporate sale assignments, acquisition searches, private placements and initial public offering consulting/advocacy. The firm has served a wide range of industries, including financial institutions, manufacturing, steel, food and communications. The firm s mission is to provide the focused, thoughtful, senior, personal attention that good companies require and deserve. Mergers & Acquisitions Corporate Finance 333 West Brown Deer Road Milwaukee, WI Telephone rhe@edelmancoltd.com Established 1994

7 Has purchased the Grant County branches of The undersigned served as financial adviser to Peoples State Bank Peoples is a high performing $715 million southwestern Wisconsin and northeastern Iowa institution, headquartered in Prairie du Chien. Its strong financial position and performance enable it to expand systematically and selectively into natural nearby markets which present agricultural, retail, and commercial lending opportunities. Peoples new Lancaster, Fennimore, Dickeyville, and Potosi branches are a strategic expansion in Grant County. As financial adviser to Peoples, Edelman & Co. initiated the transaction and elicited the interest of $26 billion FirstMerit in divesting of the southwestern Wisconsin locations at the extremity of its four-state footprint. Negotiations continued following the announcement of FirstMerit s agreement to merge with $74 billion Huntington National Bank. Due diligence, definitive agreement, closing, and data processing conversion transpired with the Huntington transaction pending. Timing constraints required a high degree of focus and coordination on the part of the Peoples and FirstMerit teams. is a FINRA member broker-dealer engaged in Mergers & Acquisitions and Corporate Finance investment banking. This includes corporate sale assignments, acquisition searches, private placements and initial public offering consulting/advocacy. The firm has served a wide range of industries, including financial institutions, manufacturing, steel, food and communications. The firm s mission is to provide the focused, thoughtful, senior, personal attention that good companies require and deserve. Mergers & Acquisitions Corporate Finance 333 West Brown Deer Road Milwaukee, WI Telephone rhe@edelmancoltd.com Established 1994

8 Has Aquired The undersigned served as financial adviser to State Bank of Cazenovia State Bank of Cazenovia (SBC) was a long-established community institution with an impressive record for efficiency, asset quality, and service to Richland and Sauk County, Wisconsin customers. Including the legacy SBC offices in rural Cazenovia and La Valle, high-performing, $400 million Royal Bank now operates a total of 19 western and central Wisconsin offices. As financial adviser to SBC, Edelman & Co. managed a broad outreach, due diligence, and negotiation process and rendered a fairness opinion to the SBC board. The result was a market-clearing price for the shareholders and continuity of banking service for the customers and communities. is a FINRA member broker-dealer engaged in Mergers & Acquisitions and Corporate Finance investment banking. This includes corporate sale assignments, acquisition searches, private placements and initial public offering consulting/advocacy. The firm has served a wide range of industries, including financial institutions, manufacturing, steel, food and communications. The firm s mission is to provide the focused, thoughtful, senior, personal attention that good companies require and deserve. Mergers & Acquisitions Corporate Finance 333 West Brown Deer Road Milwaukee, WI Telephone rhe@edelmancoltd.com Established 1994

9 THE BARABOO NATIONAL BANK has divested of outlying Wisconsin banking operations via three separate, coordinated sales of its Rhinelander branch to Green Lake branch to Viroqua branches to of Wausau of Prairie du Chien The undersigned served as financial adviser to The Baraboo National Bank The Baraboo National is the leading community-owned bank in Baraboo and nearby cities north of metropolitan Madison, Wisconsin. The divestitures are a major step towards enhancing the bank s ability to improve efficiency and increase capital ratios. The three unaffiliated buyers are each headquartered in proximity to their respective acquisitions in northern, eastern, and southwestern Wisconsin. The buyers are respected banking companies with philosophies and records of excellent customer and community service similar to Baraboo National s. As financial adviser to The Baraboo National, Edelman & Co. managed a broad outreach, due diligence, and negotiation process aimed at the distinct universes of potential purchasers in the three very different markets. The transactions involved the transfer of loans as well as deposits and buildings. By concentrating its geographic footprint and by downsizing its balance sheet 25% to $450 million, The Baraboo National positioned itself to improve systemwide operations as it continues to adapt to the ongoing changes in the financial services industry. is a FINRA member broker-dealer engaged in Mergers & Acquisitions and Corporate Finance investment banking. This includes corporate sale assignments, acquisition searches, private placements and initial public offering consulting/advocacy. The firm has served a wide range of industries, including financial institutions, manufacturing, steel, food and communications. The firm s mission is to provide the focused, thoughtful, senior, personal attention that good companies require and deserve. Mergers & Acquisitions Corporate Finance 333 West Brown Deer Road Milwaukee, WI Telephone Fax rhe@edelmancoltd.com Established 1994

10 The holding company of Has Aquired The holding company of The undersigned served as financial adviser to First State Bank First State Bank is a community institution with a proud record of continuous operations based in its original community of New London, Wisconsin since The acquisition of Farmers and Merchants Bank in Rudolph, Wisconsin brings total First State assets to $300 million and total offices to seven. The transaction preserves the long tradition of community banking in Rudolph and expands the First State footprint westward into central Wisconsin. As financial adviser to First State Bank, initiated the transaction and assisted both in the airing of shared operating philosophies and in the negotiation of financial terms. is a FINRA member broker-dealer engaged in Mergers & Acquisitions and Corporate Finance investment banking. This includes corporate sale assignments, acquisition searches, private placements and initial public offering consulting/advocacy. The firm has served a wide range of industries, including financial institutions, manufacturing, steel, food and communications. The firm s mission is to provide the focused, thoughtful, senior, personal attention that good companies require and deserve. Mergers & Acquisitions Corporate Finance 333 West Brown Deer Road Milwaukee, WI Telephone rhe@edelmancoltd.com Established 1994

11 has purchased the Waupaca County, Wisconsin branches of The undersigned served as financial adviser to Premier Community Bank Premier is a $275 million northeastern Wisconsin institution with a long tradition of industry leadership and community service. Using a model built around strong local managers, Premier successfully entered several non-metropolitan markets on a de novo basis in recent decades. It emerged from the financial crisis with a strong balance sheet enabling it to contemplate entering additional contiguous markets via acquisition. As financial adviser to Premier, Edelman & Co. initiated the transaction and negotiated a mutually beneficial transaction enabling $1.0 billion Baylake to redeploy capital consistent with its strategic plan. With similar philosophies, the parties worked together closely to ensure a seamless transition for employees and depositors of the four acquired branches in Waupaca, King, Manawa, and Fremont. The transaction also included a regional portfolio of agricultural and commercial loans. is a FINRA member broker-dealer engaged in Mergers & Acquisitions and Corporate Finance investment banking. This includes corporate sale assignments, acquisition searches, private placements and initial public offering consulting/advocacy. The firm has served a wide range of industries, including financial institutions, manufacturing, steel, food and communications. The firm s mission is to provide the focused, thoughtful, senior, personal attention that good companies require and deserve. Mergers & Acquisitions Corporate Finance 333 West Brown Deer Road Milwaukee, WI Telephone Fax rhe@edelmancoltd.com Established 1994

12 FARMERS STATE BANK Of Hillsboro, Wisconsin Has Aquired The Wonewoc, Wisconsin branch of The undersigned served as financial adviser to The Baraboo National Bank The Baraboo National Bank, a high-performing, 160-year-old, $400 million institution, has improved efficiency in recent years by focusing future strategy on its home markets in south-central Wisconsin. Farmers is a strong $150 million institution with a 103-year history of community banking service near Wonewoc. As financial adviser to The Baraboo National Bank, Edelman & Co. initiated the transaction and managed a broad outreach, due diligence, and negotiation process. It marked the sixth outlying branch sale transaction Edelman & Co. has managed on behalf of The Baraboo National Bank. is a FINRA member broker-dealer engaged in Mergers & Acquisitions and Corporate Finance investment banking. This includes corporate sale assignments, acquisition searches, private placements and initial public offering consulting/advocacy. The firm has served a wide range of industries, including financial institutions, manufacturing, steel, food and communications. The firm s mission is to provide the focused, thoughtful, senior, personal attention that good companies require and deserve. Mergers & Acquisitions Corporate Finance 333 West Brown Deer Road Milwaukee, WI Telephone rhe@edelmancoltd.com Established 1994

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