First Guaranty Bancshares, Inc. (FGBI) May 21, 2026 Annual General Meeting Transcript

I'm going to ask everyone to get to their seat, and we'll start here in about a minute, okay? Well, good afternoon to everyone. Welcome to First Guaranteed Bankshare's 2026 annual shareholder meeting. This meeting is being recorded. We will upload to the investor relations page for anyone who cannot be here today. So, ClearTrust, please start the recording. I am Mike Menear, the President and CEO of First Guaranteed Bank Shares Incorporated and First Guaranteed Bank. I have the honor of kicking off today's meeting. We're hosting a hybrid meeting. Some shareholders will join us virtually and others in person, and all participants will have the ability to hear and see our presentation. We would like to thank ClearTrust, our transfer agent, for assuming the responsibilities associated with serving as a registered transfer agent. For those attending virtually, if you need help at any time during this meeting, please call, take a note to get a pencil if you need, 813-308-9980, and your access code is 675-813. I suggest everyone take a moment to write this information down, as we'll not revisit again during the presentation. And again, 813-308-9980 with the access code 675-813. If you have already mailed in your proxies, there is no need to take any additional action at this time. However, if you have not and you are attending this session virtually, I encourage you to send in your proxy now. You may send your proxy to ballots to ClearTrust via fax at 813-388-4549. You can directly and securely upload them to cleartrustonline.com slash secure or email a scanned copy to inbox at cleartrusttransfer.com. Please do so within the next five minutes. For those here in person, you will have the opportunity to submit your proxy later in this meeting. Our standard disclosures regarding forward-looking statements are on slide four. Now, at this time, I would like to give the floor to Mr. Marshall T. Reynolds, our chairman of the board. Mr. Reynolds.

Good afternoon. Ladies and gentlemen, I'm Marshall Reynolds, chairman of the board. On behalf of the directors, officers, and staff of First County Bank, I would like to welcome everyone here this afternoon to the 2026th annual shareholder meeting of First Guaranteed Bank Shares, Inc. At this time, I'd like to introduce Mr. Tony Berner, one of our First Guaranteed Bank directors, representing Ponsituta, who will lead us in invocation to begin our meeting today. Would you please stand?

Heavenly Father, thank you for this opportunity we have been given today to come together to discuss the business of our organization. We would pray for guidance in matters at hand and that you would clearly show us wisdom and grace in the exercise of our duties. Give us the foresight to provide for the needs of our organization and to fulfill our goals and obligation. For it's in your holy name that we pray. Amen.

Thank you, Mr. Berner. Well, if you reflect back on the past year, it was a hell of a year. I mean, this was a toughie. Let me give you a little example of how tough it was. We charged off one $52 million loaner. And to put that in perspective, the best year First Guarantee Bank ever had was $25 billion. So in one fell swoop, we charged off our earnings for two years. It's going to be a tough one to get through, but we're going to get through it.

And at this time, I'd like to turn things back over to Mike and Eric, our president and CEO. to let him get through this meeting thank you thank you mr chairman and again good afternoon and welcome to the 2026 annual shareholders meeting of first guaranteed bank shares incorporated i now declare the meeting officially convened i'd like to proceed with the 2026 annual shareholders meeting for first guaranteed bank incorporated and as i start I start with a heavy heart because last year we lost a very dedicated director. And there's no words that can take away that loss. There's no words that can take away that pain. So in the memory of Mr. William K. Hood, I'd like to just make a few words regarding him. Bill dedicated 48 years of service to First Guarantee Bank, leaving a lasting impact on its people, the mission, and the future. Now, Bill, he viewed his role to the board not as a title. He took it seriously, but as a meaningful responsibility demonstrating pride. and he was proud. And deep commitment to the organization. We all could see the excitement when he was in the room. As the longest serving director, he provided stated guidance, helping lead the bank through growth and transformation with insight and care. Bill played a vital role in shaping First Guarantee Bank into the institution it is today. Balancing determination with compassion, and he had a lot of compassion, while always putting the bank, its employees, and its communities first, all together. His legacy endures in the culture he helped build and the countless lives he influenced. He is and he will be deeply missed, and he will always be remembered as an integral part of our story we all miss bill take a moment to think to share and to reflect at this time i would like to introduce the following individuals these folks are integral to this meeting and its conformity first is a recording secretary to the board. This is Vanessa Drew. Now, the members and nominees of First Guaranteed Bank Shores Chair's Board of Directors are as follows. Now, the biographical information on each nominee is included in the proxy statement. And as I say your name, raise your hand or stand as i introduce you our chairman marshall t reynolds joining us by phone here in spirit jack rossi edgar r smith the third vanessa r drew robert w walker bruce mcanally not here in person but with us in spirit, Betsy K. Hood. Now, members of First Guarantees Bank's board of directors are as follows. Anthony J. Berger, Jr., not here, but with us in spirit is Gloria M. Dykes. Same way, Dr. Phillip E. Fincher, Robert H. Gabriel, Andrew Gassaway Jr., Edwin L. Hoover Jr., Bruce McAnally, here in spirit as well, Morgan S. Nolte, Jack M. Reynolds, Marshall T. Reynolds Nancy C. Rebus Jack Rossi Richard W. Sitman Edgar R. Smith III and Michael R. Meneer Now we also have advisory members to this board Betsy K. Hood Louise Macita and Mark Paraloo These are our advisory members Next, I'll introduce individuals that are designated as proxies, Marshall T. Reynolds and Eric J. Doss, our CFO. Next, I need to introduce our inspector of election for today's meeting, and that is ClearTrust, who is on the line with us. At the inspector of elections table, the following material is made available for review. there's a list of shareholders of record as of the close of business on march the 30th of 2026 there is an affidavit showing proof of notice of meeting and proxy statement and form of proxy which had been given to every stockholder of record as of march the 30th of 2026 the inspector of election oath of office, and a quorum certificate of inspector of election. Now, the inspector of election has now informed me that a quorum is present, either by proxy or in person. Such certificate is available for review at the inspector of elections table. Today, there are four proposals on the ballot for this meeting. to elect the board of directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified, and they are as follows. Betsy K. Hood, Marshall T. Reynolds, Jack Rossi, Bruce McAnally, Edgar R. Smith III, Vanessa R. Drew and Robert W. Walker to approve an advisory non-binding resolution regarding our executive compensation as described in this proxy statement. Next is to ratify the appointment of Eisner Amper LLC as First Guarantee's independent registered public accounting firm for the year ending December 31st, 2026, and lastly, to transact such other business as may properly come before this meeting or any adjournment or postponement thereof. Since there are no other nominations in accordance with the holding company bylaws, the nominations are closed. The polls are now open. Are there any votes to be cast in proxy or by ballot? If so, Catherine Campbell would be you to collect those ballots and send a clear trust, but at this point I see none. Has everyone had time to cast his or her ballot? I now declare the polls closed. Inspector of Election, represented today by Michelle Acapura, would you please count the votes and return with the election results? Michelle, do you have those results yes the report confirms that a quorum is and has been in attendance at the annual meeting for all purposes the report also shows that at least 51% of the shares of common stock outstanding entitled to be cast have been voted in favor of all proposals thank you next do I hear a motion to dispense with the reading of the minutes from the 2025 annual shareholder meeting i have a motion by edward smith a second by ed hoover all in favor say aye any opposed motion carries thank you at this time i'm going to give a very quick and brief discussion about our strategy pretty simple We're going to manage our balance sheet based on the capital that you, our shareholder, have provided to us. We're going to continue our measured expense reduction and management. We will continue to expand balance sheet risk management. Risk management, critical to us as we proceed, as well as enhanced credit risk management. Our results that we expect from this vigilance, first, in the first quarter of this year, we are in earnings per share of 14 cents. We again reduced non-interest expense of $1.3 million in the first quarter compared to the first quarter of 2025. We improved the bank's risk-weighted capital ratio to 14.71%. We now equal our peer group, and we will greatly exceed this capital ratio, providing a buffer for the issues that we are working through on our enhanced credit risk management. In addition to that, we have reduced non-performing assets by $12 million, and we have ongoing efforts to continue to reduce non-performing assets. The combination of that strategy, the results of those efforts will continue to, again, improve shareholder value. On behalf of the CEO of your bank and your holding company, each of you shareholders, I give great thanks to you for giving support to our management team. Our management team clearly understands that we work for you, and we are greatly respectful of the capital that you have given to us to manage for you. may we have a report from the inspector of election career trust presented today by michelle and she did present those results thank you michelle for doing that earlier do i hear a motion to accept the report of the inspector of election on the results of the election of a motion by bob gabriel second by mr reynolds all in favor say aye i now ask for a motion to ratify all action of the board of directors, officers, and personnel since the last annual meeting. Do I hear a motion? Motion by Mr. Reynolds, second by Mr. Hoover. All in favor say aye. Any opposition? Motion approved. Is there any other business before I ask for an adjournment? Hearing none, I would ask for a motion for adjournment. Motion by Mr. Gabriel, second by Dickey Sitman. All in favor say aye. Any opposition? This concludes the meeting. Thank you for attending today's annual shareholder meeting for First Guaranteed Bank Shares Incorporated 2026. Thank you.