Investor Presentation

2Q’14

2Q’14 Financial Data -

$15.0  Million Offering

Filed Pursuant to  Rule 433

Registration Statement No. 333-191801

2

This

Presentation,

including

information

incorporated

herein

by

reference,

may

contain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Words

such

as

“may,”

“could,”

“should,”

“would,”

“believe,”

“anticipate,”

“estimate,”

“expect,”

“intend,”

“plan,”

“project,”

“is

confident

that,”

and

similar

expressions

are

intended

to

identify

these

forward-looking

statements.

These

forward-looking

statements

involve

risk

and

uncertainty

and

a

variety

of

factors

could

cause

our

actual

results

and

experience

to

differ

materially

from

the

anticipated

results

or

other

expectations

expressed

in

these

forward-looking

statements.

We

do

not

have

a

policy

of

updating

or

revising

forward

looking

statements

except

as

otherwise

required

by

law,

and

silence

by

management

over

time

should

not

be

construed

to

mean

that

actual

events

are

occurring

as

estimated

in

such

forward-looking

statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors that could have a material adverse effect on our

operations and the operations of our subsidiary, Prime Meridian Bank, include, but are not limited to, changes in:

•

risk factors named in the Prospectus

•

general economic conditions

•

legislative/regulatory changes

•

monetary and fiscal policies of the U.S. Government

•

the quality and composition of our loan or investment portfolios

•

competition

•

demand for loan and deposit products

•

demand for financial services in our primary trade area

•

litigation, tax, and other regulatory matters

•

accounting principles and guidelines

•

other economic, competitive, governmental, regulatory, or technological factors affecting us

Prime

Meridian

Holding

Company

(“Prime

Meridian”)

has

filed

a

registration

statement

(including

a

Prospectus)

with

the

SEC

for

the

Offering

to

which

this

communication

relates.

Before

you

invest,

you

should

read

the

Prospectus

in

that

registration

statement

and

other

documents

Prime

Meridian

has

filed

with

the

SEC

for

more

complete

information

about

Prime

Meridian

and

this

Offering.

You

may

get

these

documents

for

free

by

visiting

EDGAR

on

the

SEC

Web

site

at

www.sec.gov

or

you

can

access

the

Prospectus

at

Prime

Meridian’s

website

at

www.primemeridianbank.com.

Alternatively,

Prime

Meridian

will

arrange

to

send

you

the

Prospectus

if you request it by calling (850) 907-2301, or by emailing a request to: sdixon@primemeridianbank.com.

Forward Looking Statements

Table of Contents

SECTION

DESCRIPTION

I.

Offering Overview

II.

Company Overview

III.

Financial Highlights

IV.

Appendix

I. Offering Overview

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5

Reasons to Invest in Prime Meridian

Seasoned Management Team

Experienced management team with proven track record of

franchise growth and development

Community leaders who know their clients

History of profitable bank operations

Strong Growth Potential

Florida Capital Region is projected to experience significant

population and household income growth through 2017

Economic

hub

of

Northern

Florida

–

7

robust

industry

sectors

Build-out of existing  market franchise

Attractive growth opportunities in both South Alabama and

South  Georgia markets

Strong local lending relationships and local decision making allow

PMB to build market share

High Performing Bank with

strong balance sheet and

excellent asset quality

YTD’14 ROAA and ROAE of 0.15% and 1.77%, respectively

Strong bank level capital ratios –

TCE¹

(9.13%), Leverage (8.96%)

and TRBC²

(14.43%)

Strong

core

funding

–

CDs

less

than

10%

of

deposit

base

and 

Cost of Funds as of 6/30/2014 of 0.35%

Excellent Asset Quality –

NPAs (excluding TDRs³) 0.68%, Reserve

for Loan Losses / Gross Loans 1.75%  and NCOs

4

/ Average Loans

(0.03%)

Attractive Valuation

Offering Price = 16.3x 2013 EPS

Offering Price = 114% of tangible book value and 108% of pro

forma tangible book value both as of December 31, 2013

¹

Tangible Common Equity to Assets

²

Total Risk Based Capital

³

Troubled Debt Restructuring

4

Net Charge-offs –

Charge-offs less recoveries

6

Offering Summary –

Public Offering 

Issuer:

Prime Meridian Holding Company (the “Company”)

Tallahassee, Florida

Transaction Size:

Up to $15.0 million

Shares Issued:

1,200,000

at

$12.50

per

share

–

As

of

June

30,

2014

the

Company

has placed 285,432 shares for proceeds of $3.3 million

Type of Security:

Common Stock

Listing:

There is no public listing for the security

Use of Proceeds:

Corporate planning purposes -

including both organic growth and

acquisition opportunities

Minimum Purchase:

500 shares -

$6,250

Maximum Purchase:

80,000 shares -

$1,000,000

Closing Date:

June 30, 2014

7

Use of Proceeds

Source: S-1 Registration Statement

In the event the Bank raises $5.0 million or less, the net proceeds of the offering will be

used for:

General corporate purposes, which may include:

maintaining liquidity for the Company

continuing to support the growth of the Bank while maintaining strong capital levels

Should the Bank raise between $5.0 million and $10.0 million, the net proceeds of the

offering will be used for general corporate purposes, while also

considering:

Branching or branch acquisition opportunities in the following markets:

North Florida

South Georgia

South Alabama

In the event the Bank raises more than $10.0 million, the net proceeds of the offering will

be used for all of the aforementioned purposes above, while also

considering:

The acquisition of another financial institution within the next 18 months

8

Company Overview

Balance Sheet (6/30/14):

Assets $206.3 million

Loans¹

$133.9 million

Deposits $181.8 million

Total equity $20.2 million

Tangible common equity $20.2 million

Capital Ratios²

(6/30/14):

TCE/TA –

9.13%

Leverage –

8.96%

Total Risk-Based –

14.43%

Asset Quality (6/30/14):

NPAs/total

loans

(w/o

TDRs)

–

0.68%

NPAs/total

loans

(with

TDRs)

–

0.75%

Profitability (YTD 6/30/14):

Net income of $165 thousand

ROAA –

0.15%

ROAE –

1.77%

Net interest margin –

3.42%

Operating

2

locations

in

the

Tallahassee

MSA

under

its

banking

subsidiary

–

Prime

Meridian

Bank

www.primemeridianbank.com

1

Excludes loans held for sale of $2,002,000

²

Bank level data

Source: SNL Financial, internal company documents

II. Company Overview

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10

Our Competitive Strengths:

Experienced and engaged management team and local Board

Strong brand and culture

Expertise in commercial lending

Effective and flexible technology

Stable and scalable platform

A Community Focused Institution

“Building bankers to serve our clients and community in order to optimize shareholder value.”

Established in 2008, Prime Meridian Bank was founded by a group of local business professionals.

11

Our Core Principles:

Passion

–

level of intense excellence and commitment beyond simply meeting

requirements

Grace

–

high level of service with courtesy and compassion

Integrity

–

doing the right thing because it’s the right thing to do

Tenacity

–

culture of looking at new ideas, tackling challenges and overcoming obstacles

Accountability

–

accepting full and ultimate responsibility

A Community Focused Institution

“Let’s think of a few good reasons why it CAN be done!”

12

Board of Directors & Executive Management

Board of Directors

Name

  Age  

Company Position

Bank Position

Year

Joined

¹

Principal Occupation

Sammie D. Dixon, Jr.

44

CEO, President &

Director

CEO, President

& Director

2010

Chief Executive Officer and President

Kathleen C. Jones

60

CFO, EVP & Director

CFO, EVP &

Director

2010

Chief Financial Officer, Executive Vice

President

Chris L. Jensen, Jr.

57

EVP, Director

SLO, EVP &

Director

2010

Senior Lender, Executive Vice President

Susan Payne Turner

47

N/A

CRO, EVP

2013

Chief Risk Officer, Executive Vice

President

Richard A. Weidner

69

Chairman

Chairman

2010

CPA, Partner with Carr, Riggs & Ingram,

LLC

William D. Crona

65

Director

Director

2010

Financial Consultant, Investor, and CPA

Steven L. Evans

66

Director

Director

2010

Retired IBM Executive

R. Randy Guemple

62

Director

Director

2010

Retired Banker and CPA

1

Holding company formed in 2010

Source: SNL Financial, internal company documents

13

Board of Directors & Executive Management Continued

Board of Directors

Name

  Age  

Company Position

Bank Position

Year

Joined¹

Principal Occupation

Robert H. Kirby

47

Director

Director

2010

Businessman, Partner in Rehab

Technologies

Frank L. Langston

56

Director

Director

2010

Principal of TALCOR Commercial Real

Estate Services, Inc.

Todd A. Patterson, D.O.

64

Director

Director

2010

Osteopathic Physician

L. Collins Proctor, Sr.

45

Director

Director

2010

Chief Operating Officer of kWControl

Holdings, LLC

Garrison A. Rolle, M.D.

52

Director

Director

2010

Orthopedic Surgeon

Steven D. Smith

61

Director

Director

2010

Businessman, Krispy Kreme Doughnut

franchisee

Marjorie R. Turnbull

73

Director

Director

2010

Consultant

1

Holding company formed in 2010

Source: SNL Financial, internal company documents

14

Executive Management Team

Sammie D. Dixon, Jr., Chief Executive Officer

Prior

to

joining

the

Bank,

from

June

2005

to

December

2006,

Mr.

Dixon

was

the

Senior

Vice

President

and

Commercial

Sales

Manager

for

Regions

Bank

in

Tallahassee,

Florida.

From

August

2003

to

June

2005,

he

served

as

Chief

Executive

Officer

and

President

for

Bank

of

Thomas

County,

Georgia.

From

April

1999

to

2003,

Mr.

Dixon

held

various

positions

with

Bank

of

Florida

–

Southwest

in

Naples,

Florida.

Mr.

Dixon

began

his

banking

career

with

NationsBank

in

1997.

Mr.

Dixon

is

active

in

the

community

as

a

member

of

the

Rotary

Club

of

Tallahassee,

a

Board

member

of

Big

Bend

Hospice

Foundation,

a

member

of

the

Tallahassee

Memorial

Hospital

Foundation

Board

of

Trustees,

a

Board

member

of

the

Economic

Development

Council

of

Tallahassee/Leon

County,

and

a

member

of

Saint

Peter’s

Anglican

Church.

Mr.

Dixon’s

banking

experience

and

intimate

knowledge

of

the

Bank

qualifies

him

to

serve

on

our

Board

of

Directors.

Source: SNL Financial, internal company documents

Kathleen C. Jones, Chief Financial Officer

Prior

to

joining

the

Bank,

Mrs.

Jones

spent

36

years

with

SunTrust

Bank

and

its

predecessor

institutions.

Mrs.

Jones

retired

from

SunTrust

Bank

in

2007,

at

the

position

of

the

North

Florida

Regional

Senior

Vice

President

and

Senior

Banking

Operations

Manager.

She

is

a

1978

graduate

of

Florida

State

University

where

she

received

a

Bachelor

of

Science

in

Finance.

She

also

is

a

1988

graduate

of

the

Graduate

School

of

Banking

of

the

South

in

Baton

Rouge,

Louisiana.

Mrs.

Jones

is

a

member

of

Thomasville

Road

Baptist

Church.

Mrs.

Jones’

banking

experience

and

intimate

knowledge

of

the

Company’s

financial

operations

qualify

her

to

serve

on

our

Board

of

Directors.

15

Executive Management Team

Chris Jensen, Jr., Senior Lender

Prior

to

joining

the

Bank,

from

February

2005

to

2007,

Mr.

Jensen

served

as

Tallahassee

Market

President

for

Regions

Bank.

Before

that,

Mr.

Jensen

held

various

management

positions

with

SouthTrust

Bank

from

1997

to

2005,

culminating

with

the

position

of

Tallahassee’s

Market

President.

He

also

served

as

Senior

Lender

for

First

Bank

of

Tallahassee

in

its

de

novo

stage

in

1990.

Mr.

Jensen

has

over

30

years

of

lending

experience

in

Tallahassee

and

the

surrounding

markets.

He

is

active

in

the

community

and

currently

serves

on

the

Boards

of

several

local

groups

including

the

Young

Actors

Theatre,

the

Suwannee

River

Area

Council

for

the

Boy

Scouts

of

America

and

the

Rotary

Club

of

Tallahassee.

Mr.

Jensen’s

banking

experience

and

intimate

knowledge

of

the

Bank’s

lending

activities

and

market

qualifies

him

to

serve

on

our

Board

of

Directors.

Susan Payne Turner, Chief Risk Officer

Mrs.

Turner

was

formerly

a

Regional

Retail

Leader

for

Centennial

Bank,

where

her

responsibilities

included

management

of

retail

for

ten

branches

located

in

Leon,

Wakulla,

Calhoun

and

Liberty

Counties.

Prior

to

this

position,

Mrs.

Turner

was

Chief

Financial

Officer

for

a

community

bank

with

responsibilities

in:

financials,

budgeting,

staff

management

and

development;

AML/BSA

compliance;

deposit

compliance;

facility

expansion;

GLBA-Technology;

and

audit/exam

initiatives.

Mrs.

Turner

began

her

banking

career

while

working

part-time

in

high

school

and

has

worked

in

many

areas

of

banking

including

operations,

marketing,

compliance,

financials

and

human

resources.

She

is

a

graduate

of

Florida

State

University

and

received

her

Master’s

in

Business

Administration

from

Troy

University

in

2005.

Mrs.

Turner

also

graduated

from

the

Graduate

School

of

Banking

at

LSU.

She

is

the

immediate

past

Chair

for

Tallahassee

Community

College

Foundation

and

has

recently

been

selected

as

a

Co-Chair

for

the

Tallahassee

Community

College’s

Alumni

Association.

She

is

also

the

Chair

for

the

Wakulla

County

Senior

Citizens’

Council

and

serves

on

the

Wakulla

County

Chamber

of

Commerce

Board

as

Director

Emeritus.

Mrs.

Turner

is

also

Treasurer

for

the

Coastal

Optimist

Club.

Source: SNL Financial, internal company documents

16

Franchise Footprint –

Metro Tallahassee

Prime Meridian is headquartered in the Florida

Capital Region in the city of Tallahassee:

Capital region consists of 4 counties -

Leon,

Gadsden, Wakulla & Jefferson Counties

The Tallahassee MSA consists of Leon County*

Home to Florida’s state capital

Education hub –

Florida State University, Florida

A&M University, and Tallahassee Community

College, a 14,000+ student community college

Ability to expand into South Alabama & South

Georgia markets

Source: SNL Financial

*

County

Market

Rank

Number

of

Branches

Market

Deposits

($000)

Market

Share

(%)

Leon, FL

10

2

$184,187

4.0

County

Population

2014

(Actual)

Proj. Pop.

Increase

'14 -'19

(%)

Median

Income

2014

($)

Proj. Inc.

Change

'14 - '19

(%)

Leon, FL

287,600

5.68%

$46,492

7.87%

State of Florida

19,654,457

5.74

44,318

(0.49)

United States

317,199,353

3.50

51,579

4.58

17

Deposit Market Share

Prime

Meridian

is

the

2

nd

largest

community

bank

headquartered

in

Tallahassee

The

competitive

landscape

is

dominated

by

national,

super-regional

and

regional

banking

institutions

and

significant

opportunities

exist

to

increase

market

share

and

develop

additional

lines

of

business

Prime

Meridian

operates

2

locations

within

the

Tallahassee

MSA

As of June 30, 2014¹:

Prime

Meridian

ranked

10

th

in

the

Tallahassee

MSA,

with

3.6%

market

share

and

$184

million

in

total

deposits

¹FDIC Summary of Deposits report is released annually with data as of June 30, 2014

Note: Market share analysis excludes non-retail deposits

Source: SNL Financial

($ Dollars in Thousands)

Branch List

Address

City

County

6/30/14

Deposits

($000)

6/30/13

Deposits

($000)

'13 - '14

Change

(%)

1471 Timberlane Rd

Tallahassee

Leon

$141,824

$136,698

4%

1897 Capital Cir NE

Tallahassee

Leon

42,363

25,506

66%

Total:

$184,187

$162,204

14%

Tallahassee - MSA

June '14

Total

Total

Market

Assets

# of

Deposits

Share

Rank

Institution

City

State

($M)

Branches

($M)

(%)

1

Capital City Bank Group Inc.

Tallahassee

FL

$2,549

19

$969

18.9

%

2

SunTrust Banks Inc.

Atlanta

GA

178,361

9

830

16.2

3

Wells Fargo & Co.

San Francisco

CA

1,488,428

8

573

11.2

4

Bank of America Corp.

Charlotte

NC

1,627,654

7

535

10.5

5

Home BancShares Inc.

Conway

AR

7,138

9

433

8.5

6

FMB Banking Corp.

Monticello

FL

417

5

307

6.0

7

Regions Financial Corp.

Birmingham

AL

117,957

5

291

5.7

8

BB&T Corp.

Winston-Salem

NC

185,484

3

265

5.2

9

Synovus Financial Corp.

Columbus

GA

26,322

4

250

4.9

10

Prime Meridian Holding Co.

Tallahassee

FL

206

2

184

3.6

11

Hancock Holding Co.

Gulfport

MS

19,226

2

134

2.6

12

Sunshine Financial Inc.

Tallahassee

FL

149

6

128

2.5

13

Ameris Bancorp

Moultrie

GA

3,960

2

87

1.7

14

Cadence Bancorp LLC

Houston

TX

7,033

1

58

1.1

15

Pro Financial Holdings Inc.

Tallahassee

FL

51

2

45

0.9

16

IBERIABANK Corp.

Lafayette

LA

16,114

1

32

0.6

Market Total

85

$5,122

100.0

%

18

Market Overview –

Florida’s Capital Region

Source: SNL Financial, Tallahassee Economic Development

The capital region is the economic hub of Northern

Florida and home to 7 robust industry sectors:

Education

Renewable energy and environment

Aviation, aerospace, defense and national security

Health sciences, medical education, training and research, and

sports medicine

Information technology

Research and engineering

Transportation and logistics

2014 Mkt Share

Demographic Data

Economic Data

Bank

Mkt

Mkt

Market

2014

2019 Proj

2014 Hshld

2019 Proj

% Hshlds

Unemployment

Number of

Deposits

Share

Rank

Deposits

Population

Growth

Income

Growth

> $100k

Rate

Businesses

($Mil)

(%)

(#)

($Mil)

(Actual)

(%)

(Actual)

(%)

(%)

(%)

(Actual)

Cities

Tallahassee, FL

184.2

3.98

10

4,622.1

190,876

5.95

39,988

8.68

16.10

NA

10,642

Counties

Leon, FL

184.2

3.98

10

4,622.1

287,600

5.68

46,492

7.87

20.05

6.30

13,722

Gadsen, FL

-

-

-

169.2

47,408

0.86

35,414

10.02

10.15

7.20

1,479

Jefferson, FL

-

-

-

132.3

14,198

-2.30

41,959

1.62

9.22

5.80

621

Wakulla, FL

-

-

-

198.0

31,034

2.41

56,655

6.01

19.73

5.20

1,043

MSA(s)

Tallahassee

184.2

3.6

10

5,121.6

92,189

-1.00

32,539

-3.02

8.13

8.70

16,865

State(s)

Alabama

-

-

-

88,716.0

4,847,067

1.79

42,869

4.55

15.33

7.70

188,716

Florida

184.2

NM

NM

450,143.2

19,654,457

5.74

44,318

-0.49

15.76

6.60

847,856

Georgia

-

-

-

193,596.2

10,072,230

5.06

46,566

0.06

17.69

8.30

391,478

19

Post Transaction Opportunities

Build-out of existing operating platform

Additional capital enables growth of existing balance sheet

Strong infrastructure can support a much larger institution

Scalable employee base helps facilitate increased market share

Expansion into neighboring growth markets

Branching or acquisitions

Franchise expansion within the Florida panhandle market

Attractive growth opportunities in the South Alabama & South Georgia markets

Strong deposit market

Florida Panhandle is a liquid deposit market with available low cost deposits

Prime Meridian continues to attract lower cost core deposits

The market is dominated by larger regional and super-regional institutions;

significant opportunities exist to gain market share from these institutions

III. Financial Highlights

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*********

*********

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21

Increasing Franchise Value

$77

$103

$139

$170

$207

$206

$0

$75

$150

$225

$300

2009Y

2010Y

2011Y

2012Y

2013Y

2Q'14

Total Assets ($M)

$53

$65

$78

$95

$123

$134

$0

$50

$100

$150

$200

2009Y

2010Y

2011Y

2012Y

2013Y

2Q'14

Gross Loans ($M)

$65

$86

$116

$147

$183

$182

$50

$100

$150

$200

$250

2009Y

2010Y

2011Y

2012Y

2013Y

2Q'14

Total Deposits ($M)

CAGR=compound

annual

growth

rate

Notes: Some bank level data used

Source: SNL Financial, internal company documents

1.73%

1.24%

0.96%

0.62%

0.42%

0.35%

0.00%

0.50%

1.00%

1.50%

2.00%

2009Y

2010Y

2011Y

2012Y

2013Y

2Q'14

Cost of Funds (%)

22

Building Shareholder Value

$11.6

$13.7

$15.1

$16.0

$16.4

$20.2

$10.0

$12.5

$15.0

$17.5

$20.0

2009Y

2010Y

2011Y

2012Y

2013Y

2Q'14

Total Equity ($M)

$7.76

$9.18

$10.09

$10.72

$10.92

$11.33

$7.00

$8.50

$10.00

$11.50

$13.00

2009Y

2010Y

2011Y

2012Y

2013Y

2Q'14

Tangible Book Value / Share

-$0.2

$0.2

$0.6

$1.0

$1.1

$0.3

-$0.5

$0.0

$0.5

$1.0

$1.5

$2.0

2009Y

2010Y

2011Y

2012Y

2013Y

2Q'14¹

Net Income ($M)

-$0.14

$0.12

$0.41

$0.68

$0.77

$0.20

-$0.25

$0.00

$0.25

$0.50

$0.75

$1.00

2009Y

2010Y

2011Y

2012Y

2013Y

2Q'14¹

Earnings Per Share

¹Annualized; 2Q’14 EPS based off of weighted average shares outstanding of 1,613,921

CAGR=compound annual growth rate

Notes: Some bank level data used; Prime Meridian raised $12.8 million in 2008 and just over $2.0 million in December of 2010 through warrants

Source: SNL Financial, internal company documents

23

Peer Analysis –

Financial Performance

0.00%

0.00%

0.06%

0.00%

0.68%

0.72%

0.52%

0.00%

0.25%

0.50%

0.75%

1.00%

PMB 2010

PMB 2011

PMB 2012

PMB 2013

PMB

2Q'14

2Q'14

Southeast

Peers

2Q'14

Regional

Peers

NPAs (excl TDRs) / Assets (%)

3.48%

3.51%

3.54%

3.55%

3.42%

3.81%

3.85%

3.00%

3.25%

3.50%

3.75%

4.00%

PMB 2010

PMB 2011

PMB 2012

PMB 2013

PMB

2Q'14

2Q'14

Southeast

Peers

2Q'14

Regional

Peers

Net Interest Margin (%)

0.22%

0.52%

0.69%

0.62%

0.15%

0.64%

0.64%

0.00%

0.20%

0.40%

0.60%

0.80%

PMB 2010

PMB 2011

PMB 2012

PMB 2013

PMB

2Q'14

2Q'14

Southeast

Peers

2Q'14

Regional

Peers

ROAA (%)

1.61%

4.31%

6.50%

7.08%

1.77%

5.46%

5.46%

0.00%

2.00%

4.00%

6.00%

8.00%

PMB 2010

PMB 2011

PMB 2012

PMB 2013

PMB

2Q'14

2Q'14

Southeast

Peers

2Q'14

Regional

Peers

ROAE (%)

Notes: Prime Meridian 2013 NIM not Fully Tax Equivalent (FTE); some bank level data used; all peer data taken from Pg. 28

Source: SNL Financial, internal company documents

24

Loan Portfolio –

Composition

Commercial

real estate

36%

Residential

real estate and

HELOC

33%

Construction

11%

Commercial

19%

Consumer and other

1%

Total net loans of $131.5 million at 6/30/2014

Prime Meridian’s strong relationship with the

local business community is reflected in its

concentration of Commercial Loans, at 19% of

total loans compared to 14% on average for its

Southeast peers and 13% on average for its

Regional peers

6/30/2014 Loan Composition

Notes: Net loans excludes $2,002,000 loans held-for sale as of June 30, 2014; Referenced peer data taken from Pg. 28

Source: SNL Financial, internal company documents

June 30,

At December 31,

($ Dollars in Thousands)

2014

2013

2012

2011

Real estate mortgage loans:

Commercial real estate

48,311

$         

44,796

$         

35,490

$         

26,638

$         

Residential real estate and HELOC

43,595

38,721

30,886

24,443

Construction

14,304

12,933

6,437

4,982

Total real estate mortgage

106,210

96,450

72,813

56,063

Commercial

25,759

24,651

19,794

20,204

Consumer and other

1,962

2,072

2,105

1,351

Total loans

133,931

123,173

94,712

77,618

Deferred loan costs, net

(49)

(69)

(69)

(37)

Less: ALLL

(2,345)

(1,734)

(1,243)

(903)

Loans receivable, net

131,537

121,370

93,400

76,678

25

Nonperforming Assets

Prime

Meridian

has

maintained

exceptionally

strong

asset

quality,

while

banks

founded

in

2008

in

both

Florida

and

across

the

nation

have

struggled

with

elevated

nonperforming

asset

ratios

0.00%

0.00%

0.06%

0.00%

0.68%

0.72%

0.52%

0.00%

0.25%

0.50%

0.75%

1.00%

PMB 2010

PMB 2011

PMB 2012

PMB 2013

PMB

2Q'14

2Q'14

Southeast

Peers

2Q'14

Regional

Peers

NPAs (excl TDRs) / Assets (%)

Note: All peer data taken from Pg. 28

Source: SNL Financial, internal company documents

26

Funding Overview -

Deposit Composition

Noninterest-bearing

27%

Money-market

accounts

57%

NOW

7%

Savings

1%

Time Deposits

8%

Prime

Meridian’s

deposit

franchise

is

comprised

of

27%

noninterest-bearing

deposits,

which

is

significantly

better

than

the

regional

peer

average

of

19%

Prime

Meridian

continues

to

outperform

regional

peers

with

low

cost

of

deposit

funding,

a

key

driver

of

franchise

value

6/30/2014 Deposit Composition

Note: Referenced peer data taken from Pg. 28

Source: SNL Financial, internal company documents

June 30,

($ Dollars in Thousands)

2014

Deposit Types:

Noninterest-bearing

48,447

$        

Money-market accounts

104,018

NOW

12,784

Savings

2,720

Time Deposits

13,871

Total

181,840

$     

1.42%

1.14%

0.75%

0.54%

0.48%

0.81%

0.75%

0.00%

0.50%

1.00%

1.50%

2.00%

PMB 2010

PMB 2011

PMB 2012

PMB 2013

PMB

2Q'14

2Q'14

Southeast

Peers

2Q'14

Regional

Peers

Cost of Interest-Bearing Deposits (%)

27

Pro Forma Capital Analysis

Source: SNL Financial, internal company documents

June 30,

Adjusted for sale

($ Dollars in Thousands)

2014

of 1,200,000 shares

Stockholders' equity:

Common Stock, $.01 par value, 9,000,000 shares authorized,

1,785,511 shares issued and outstanding at June 30, 2014,

and 2,507,377 outstanding at the closing of the offering

18

$                              

28

$                              

Additional paid-in capital

18,223

32,773

Retained earnings

1,897

1,897

Unrealized gain (losses) on securities

88

88

Total stockholders' equity

20,226

$                      

34,786

$                      

28

Peer Analysis

Peer Groups

“Southeast”

Southeast

banks

(AL,

AR,

FL,

GA,

LA,

MS,

NC,

SC,

TN)

started

since

1/1/07

with

Total

Assets

<

$1.0

billion

“Regional¹”

Select

banks

located

in

AL,

FL

and

GA

started

since

1/1/07

with

Total

Assets

<

$350

million

¹Regional list provided by Prime Meridian Bank

Note: All financial data as of MRQ

Source: SNL Financial

Financial Highlights

Balance Sheet Highlights

Loan Portfolio

YTD Financial Performance

Asset Quality

Total

Total

Total

Loans/

Equity/

TCE

Leverage

Total RBC

Net

Cost of

NPAs (ex

Texas

ALLL/

NCOs/

Assets

Loans

Deposits

Deposits

Assets

/TA

Ratio

Ratio

Income

ROAA

ROAE

N.I.M.

Funds

TDRs) /Assets

Ratio

Loans

Avg. Lns

($M)

($M)

($M)

(%)

(%)

(%)

(%)

(%)

($M)

(%)

(%)

(%)

(%)

(%)

(%)

(%)

(%)

Max

$912.0

$649.5

$736.0

101.96

%

22.94

%

22.94

%

23.59

%

33.31

%

$15.3

6.20

%

77.89

%

5.05

%

1.10

%

18.52

%

450.13

%

4.79

%

2.17

%

Min

$38.1

$26.6

$30.0

49.51

1.92

1.92

2.65

4.51

($1.2)

-0.99

-15.58

2.78

0.18

0.00

0.00

0.87

-0.26

Avg.

$224.9

$155.4

$187.4

82.36

11.60

11.17

11.63

16.63

$0.9

0.71

7.13

3.80

0.62

1.42

24.90

1.54

0.15

Median

$173.9

$114.7

$146.4

83.73

11.31

10.97

11.23

16.03

$0.5

0.64

5.46

3.81

0.60

0.72

9.99

1.35

0.01

Max

$341.4

$228.9

$295.4

95.97

%

22.94

%

22.94

%

23.59

%

33.31

%

2.7

3.22

%

25.21

%

4.67

%

1.01

%

6.41

%

184.18

%

2.57

%

1.13

%

Min

$50.8

$30.7

$45.0

55.01

5.26

5.26

5.97

11.13

(0.2)

-0.74

-15.58

3.03

0.27

0.00

0.02

0.87

-0.26

Avg.

$165.2

$108.9

$138.9

80.44

11.59

11.42

11.78

17.18

0.5

0.66

5.47

3.77

0.62

0.84

16.47

1.51

0.08

Median

$160.4

$102.6

$136.5

81.82

11.59

11.44

11.46

16.66

0.4

0.64

5.46

3.85

0.61

0.52

7.86

1.39

0.00

Prime Meridian

$206.3

$135.9

$181.8

73.78

%

9.81

%

9.81

%

8.96

%

14.43

%

$0.2

0.15

%

1.77

%

3.42

%

0.35

%

0.68

%

7.34

%

1.73

%

-0.03

%

Loan Portfolio

Deposit Composition

1-4 Family

Owner-Occ

Commercial &

Non-Interest

NOW &

MMDA & Sav

Retail

Jumbo

Constr & Dev

Residential

HELOC

CRE

Other CRE

Multifam

Industrial

Consr & Other

Bearing

Other Trans

Savings

CDs

CDs

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

($M)

(%)

Max

$86.6

23.5

%

$307.1

56.8

%

$46.8

19.7

%

$156.4

43.9

%

$124.3

57.6

%

$24.6

15.6

%

$552.3

88.7

%

$35.8

38.8

%

$146.4

38.4

%

$82.6

36.9

%

$383.5

71.9

%

$105.5

42.0

%

$253.2

60.0

%

Min

$0.0

0.0

$0.0

0.0

$0.0

0.0

$1.7

1.3

$0.0

0.0

$0.0

0.0

$1.1

1.8

$0.0

0.0

$4.4

2.7

$0.0

0.0

$8.4

13.9

$1.6

0.7

$6.1

6.3

Avg.

$14.7

9.5

$25.2

16.5

$8.6

5.1

$34.6

23.6

$31.7

22.9

$5.0

3.7

$30.3

14.4

$5.5

4.2

$31.9

16.3

$16.7

9.2

$76.1

39.1

$19.3

11.6

$43.4

23.7

Median

$12.1

9.8

$13.5

11.8

$4.5

4.0

$28.6

23.3

$27.2

21.4

$2.9

2.9

$12.8

10.8

$2.9

3.0

$19.8

15.7

$9.2

7.6

$63.7

37.5

$14.3

10.5

$29.5

23.0

Max

$27.8

21.4

%

$63.1

53.3

%

$28.0

14.7

%

$71.1

43.9

%

$82.3

57.6

%

$14.9

12.0

%

$31.4

37.3

%

$12.3

19.7

%

$93.4

38.4

%

$72.6

36.9

%

$106.7

71.2

%

$49.9

26.0

%

$89.3

60.0

%

Min

$0.0

0.0

$0.6

1.2

$0.0

0.1

$7.0

8.7

$4.7

9.0

$0.1

0.2

$1.2

2.5

$0.0

0.0

$4.7

7.1

$0.0

0.0

$13.1

15.5

$2.0

1.4

$6.1

5.6

Avg.

$9.9

8.7

$15.7

14.8

$5.9

4.8

$27.0

25.0

$29.1

26.3

$4.0

3.8

$13.5

12.5

$3.9

4.0

$28.1

18.9

$14.6

10.1

$50.0

35.4

$13.5

10.8

$32.7

24.7

Median

$9.7

9.4

$10.8

11.5

$3.6

4.9

$24.5

24.7

$26.3

24.3

$2.7

2.9

$11.2

11.0

$2.6

3.1

$18.9

19.7

$7.7

6.9

$41.0

32.8

$9.7

11.7

$27.4

25.4

Prime Meridian

$14.3

10.7

%

$22.5

16.8

%

$8.2

6.1

%

$24.2

18.0

%

$24.2

18.0

%

$12.9

9.6

%

$25.8

19.2

%

$2.0

1.5

%

$48.4

26.6

%

$15.5

8.5

%

$104.0

57.2

%

$7.6

4.2

%

$6.2

3.4

%

IV. Appendix

*

*

*

*

*

*

*

*

*

*

*********

*********

*********

*********

*********

*********

*********

30

Financial Profile –

Top-Tier Consolidated

¹

Unaudited

²

Calculated based off of weighted average shares outstanding of 1,613,921 and weighted average diluted shares outstanding of 1,624,218

Source: SNL Financial, internal company documents

June 30,

Year Ended December 31,

($ Dollar in Thousands)

2014

2013

2012

2011

Balance Sheet Data:

Total assets

206,277

$        

206,473

$        

169,658

$        

139,403

$        

Total loans, net

133,539

121,370

93,400

76,678

Total deposits

181,840

183,365

146,729

115,573

Total shareholders' equity

20,226

16,361

16,039

15,096

YTD Income Statement Data:

Net interest income

3,491

$            

6,266

$            

4,932

$            

4,008

$            

Provision for loan and lease losses

591

513

473

143

Noninterest income

304

859

1,250

149

Noninterest expense

2,984

4,861

4,102

3,025

Income taxes

55

602

589

373

Net income

165

1,149

1,018

616

Per Common Share Outstanding Data:

Basic net income per common share¹

0.10

$              

0.77

$              

0.68

$              

0.41

$              

Diluted net income per common share¹

0.10

0.76

0.68

0.41

Book value per common share

11.33

10.92

10.72

10.09

Common shares outstanding

1,785,511

1,498,937

1,496,106

1,496,106

Performance Ratios:

Return on average assets

0.15%

0.62%

0.69%

0.52%

Return on average equity

1.77%

7.08%

6.50%

4.31%

Net interest margin

3.42%

3.55%

3.54%

3.51%

Asset Quality Ratios:

LLR / loans

1.75%

1.41%

1.31%

1.16%

NPLs / total loans

1.05%

-

0.11%

-

NPAs / total assets

0.68%

-

0.06%

-

Net recoveries (charge-offs) / avg loans

0.03%

0.02%

0.16%

-0.03%

Trouble debt restructurings / loans

0.11%

0.20%

0.14%

-

Capital Ratios

Total risk-based capital ratio (Bank)

14.43%

13.66%

15.97%

17.05%

Tier 1 risk-based capital ratio (Bank)

13.18%

12.41%

14.78%

16.04%

Tier 1 leverage capital ratio (Bank)

8.96%

8.41%

9.67%

10.61%

Total equity to total assets (Bank)

9.13%

7.89%

9.42%

10.77%

Other:

Number of full-time employees

42

38

34

29

Number of full-service branch offices

2

2

2

1

31

Balance Sheet & Income Statement

1

Unaudited

²

Loans held for sale

³

Gross loans held for investment, less deferred loan costs

4

Calculated based off of weighted average shares outstanding

Source: SNL Financial, internal company documents

Balance Sheet

Income Statement

June 30,

Year Ended December 31,

YTD June 30,

Year Ended December 31,

($ Dollars in Thousands)

2014¹

2013

2012

2011

($ Dollars in Thousands)

2014¹

2013

2012

2011

Assets

Interest income:

Cash and due from banks

5,101

$            

5,033

$            

2,920

$            

1,594

$            

Loans

3,335

$            

6,077

$            

4,831

$            

3,994

$            

Federal funds sold

-

147

148

207

Securities

450

838

864

984

Interest-bearing deposits

17,889

28,986

23,430

17,230

Other

42

55

45

31

Total cash and equivalents

22,990

34,166

26,498

19,031

Total interest income

3,827

6,970

5,740

5,009

Securities available for sale

43,099

44,071

43,805

39,921

Interest expense:

Gross loans HFS²

2,002

-

-

-

Deposits

314

646

747

945

Gross loans HFI³

133,882

123,104

94,643

77,581

Other borrowings

22

58

61

56

Allowance for loan losses

2,345

1,734

1,243

903

Total interest expense

336

704

808

1,001

Net loans

133,539

121,370

93,400

76,678

Net interest income

3,491

6,266

4,932

4,008

Premises and equipment, net

3,678

3,757

3,437

2,993

Provision for loan losses

591

513

473

143

Accrued interest receivable

570

516

422

358

Net interest income after provision

2,900

5,753

4,459

3,865

Other assets

2,401

2,593

2,096

422

Noninterest income:

Total assets

206,277

$        

206,473

$        

169,658

$        

139,403

$        

Service charges and fees on deposit accounts

75

104

103

67

Liabilities

Gain on sale of securities available for sale

-

14

881

-

Noninterest-bearing demand deposits

48,447

59,011

29,328

18,187

Gain on sale of loans

110

250

-

-

Savings, NOW and MMDA

119,522

109,760

100,885

75,450

Other income

119

491

266

82

Time deposits

13,871

14,594

16,516

21,936

Total noninterest income

304

859

1,250

149

Total deposits

181,840

183,365

146,729

115,573

Noninterest expense

Federal Home Loan Bank advances

-

-

-

2,000

Salaries and employee benefits

1,625

2,650

2,082

1,524

Other borrowings

2,741

5,719

5,760

6,127

Occupancy and equipment

421

897

856

396

Other liabilities

1,470

1,028

1,130

607

Other expenses

938

1,314

1,164

1,105

Total liabilities

186,051

190,112

153,619

124,307

Total noninterest expense

2,984

4,861

4,102

3,025

Stockholders' equity

Income before taxes

220

1,751

1,607

989

Preferred stock, undesignated; 1,000,000 authorized

-

-

-

-

Income taxes

55

602

589

373

Common stock, $.01 par; 9,000,000 authorized, 1,785,511

18

15

15

15

Net income

165

1,149

1,018

616

1,498,937, 1,496,106 and 1,496,106 issued & outstanding

Shares outstanding

1,785,511

1,498,937

1,496,106

1,496,106

Additional paid-in capital

18,223

14,929

14,896

14,889

Basic EPS

4

0.10

$              

0.77

$              

0.68

$              

0.41

$              

Retained earnings (accumulated deficit)

1,897

1,732

583

(435)

Diluted EPS

4

0.10

$              

0.76

$              

0.68

$              

0.41

$              

Accumulated other comprehensive (loss) income

88

(315)

545

627

Total stockholders' equity

20,226

16,361

16,039

15,096

Total liabilities and stockholders' equity

206,277

$        

206,473

$        

169,658

$        

139,403

$        

32

Historical Loan Portfolio –

Loan Grading Profile

Real Estate Mortgage Loans

Residential

Consumer

($ Dollars in Thousands)

Commercial

& HELOC

Construction

Commercial

& Other

Total

As of June 30, 2014¹:

Pass

44,468

$           

39,733

$           

14,220

$           

24,676

$           

1,887

$              

124,984

$         

Special Mention

390

3,059

76

392

32

3,949

Substandard

3,453

803

8

691

43

4,998

Doubtful

-

-

-

-

-

-

Loss

-

-

-

-

-

-

Total

48,311

$           

43,595

$           

14,304

$           

25,759

$           

1,962

$              

133,931

$         

As of December 31, 2013

:

Pass

40,901

$           

36,611

$           

12,528

$           

23,919

$           

1,914

$              

115,873

$         

Special Mention

1,804

1,346

396

509

38

4,093

Substandard

2,091

764

9

223

120

3,207

Doubtful

-

-

-

-

-

-

Loss

-

-

-

-

-

-

Total

44,796

$           

38,721

$           

12,933

$           

24,651

$           

2,072

$              

123,173

$         

As of December 31, 2012:

Pass

35,490

$           

30,333

$           

5,984

$              

19,581

$           

2,105

$              

93,493

$           

Special Mention

-

553

352

183

-

1,088

Substandard

-

-

101

30

-

131

Doubtful

-

-

-

-

-

-

Loss

-

-

-

-

-

-

Total

35,490

$           

30,886

$           

6,437

$              

19,794

$           

2,105

$              

94,712

$           

As of December 31, 2011:

Pass

26,638

$           

23,865

$           

4,982

$              

19,886

$           

1,351

$              

76,722

$           

Special Mention

-

578

-

189

-

767

Substandard

-

-

-

129

-

129

Doubtful

-

-

-

-

-

-

Loss

-

-

-

-

-

-

Total

26,638

$           

24,443

$           

4,982

$              

20,204

$           

1,351

$              

77,618

$           

Grade:

Grade:

Grade:

Grade:

1

Unaudited

Source: SNL Financial, internal company documents

33

Loan Charge-offs

2Q’14 NCO/Average Loans of (0.03)%

1

Unaudited

Source: SNL Financial, internal company documents

June 30,

Year Ended December 31,

($ Dollars in Thousands)

2014¹

2013

2012

2011

Charge-offs:

Commercial real estate

-

$                     

-

$                     

-

$                     

-

$                     

Commercial

-

-

-

-

Construction

-

47

165

-

Residential and home equity

-

-

-

-

Consumer

-

1

1

1

Total Charge-offs

-

$                     

48

$                  

166

$               

1

$                     

Recoveries:

Commercial real estate

-

$                     

-

$                     

-

$                     

-

$                     

Commercial

20

26

33

19

Residential

-

-

-

-

Consumer

-

-

-

-

Total recoveries

20

$                  

26

$                  

33

$                  

19

$                  

Net charge-offs

(20)

$                 

22

$                  

133

$               

(18)

$                 

34

Margin Analysis

1

Unaudited

Source: SNL Financial, internal company documents

Six Months Ended June 30, 2014¹

Average

Interest and

Average

($ Dollars in Thousands)

Balance

Dividends

Yield/Rate

Interest earning assets:

Loans

127,687

$              

3,335

$                   

5.22%

Securities

43,122

450

2.09

Other earnings asssets

33,392

42

0.25

Total interest earning assets

204,201

$              

3,827

$                   

3.75%

Interest-bearing liabilities:

Savings, NOW and MMKT

116,876

$              

270

$                       

0.46%

Time Deposits <$100,000

3,640

9

0.49

Time Deposits > $100,000

10,590

35

0.66

Interest Bearing Deposits

131,106

314

0.48

Other borrowings

4,497

22

0.98

Total interest earning liabilities

135,603

$              

336

$                       

0.50%

Net interest income

3,491

$                   

Interest rate spread

3.25%

Net interest margin

3.42%

35

Capital Ratios –

Bank Level

1

Unaudited

Source: SNL Financial, internal company documents

For Capital

For Well

Actual

Adequacy Purposes

Capitalized Purposes

($ Dollars in Thousands)

($)

(%)

($)

(%)

($)

(%)

As of June 30, 2014

¹

:

Tier 1 Capital to Average Assets

18,729

$  

8.96

8,363

$    

4.00

10,454

$  

5.00

Tier 1 Capital to Risk-Weighted Assets

18,729

13.18

5,685

4.00

8,527

6.00

Total Capital to Risk-Weighted Assets

20,513

14.43

11,370

8.00

14,212

10.00

As of December 31, 2013

:

Tier 1 Capital to Average Assets

16,611

$  

8.41

7,898

$    

4.00

9,872

$    

5.00

Tier 1 Capital to Risk-Weighted Assets

16,611

12.41

5,355

4.00

8,033

6.00

Total Capital to Risk-Weighted Assets

18,286

13.66

10,711

8.00

13,388

10.00

As of December 31, 2012:

Tier 1 Capital to Average Assets

15,437

$  

9.67

6,387

$    

4.00

7,983

$    

5.00

Tier 1 Capital to Risk-Weighted Assets

15,437

14.78

4,177

4.00

6,265

6.00

Total Capital to Risk-Weighted Assets

16,680

15.97

8,354

8.00

10,442

10.00

As of December 31, 2011:

Tier 1 Capital to Average Assets

14,390

$  

10.61

5,424

$    

4.00

6,780

$    

5.00

Tier 1 Capital to Risk-Weighted Assets

14,390

16.04

3,589

4.00

5,383

6.00

Total Capital to Risk-Weighted Assets

15,293

17.05

7,177

8.00

8,972

10.00

36

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