Keefe, Bruyette & Woods16th Annual Community Bank Investor Conference New York, NY July 28-29, 2015

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forward looking statements This presentation contains forward-looking statements, which are included in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms and other comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: failure to maintain adequate levels of capital and liquidity to support the Company’s operations; general economic and business conditions in those areas in which the Company operates, including the impact of global and national economic conditions on our local economy; demographic changes; competition; fluctuations in interest rates; continued ability to attract and employ qualified personnel; ability to receive regulatory approval for the bank subsidiary to declare dividends to the Company; adequacy of the allowance for loan losses, changes in credit quality and the effect of credit quality on the provision for credit losses and allowance for loan losses; changes in governmental legislation or regulation, including, but not limited to, any increase in FDIC insurance premiums; changes in accounting policies and practices; changes in business strategy or development plans; changes in the securities markets; changes in consumer spending, borrowing and savings habits; the availability of capital from private or government sources; competition for loans and deposits and failure to attract or retain loans and deposits; failure to recognize expected cost savings; changes in the financial performance and/or condition of our borrowers and the ability of our borrowers to perform under the terms of their loans and terms of other credit agreements; changes in oil and natural gas prices; political instability, acts of war or terrorism and natural disasters; and additional “Risk Factors” referenced in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as supplemented from time to time. When relying on forward-looking statements to make decisions with respect to the Company, investors and others are cautioned to consider these and other risks and uncertainties. The Company can give no assurance that any goal or plan or expectation set forth in any forward-looking statement can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. The forward-looking statements are made as of the date of this presentation, and, except as may otherwise be required by law, the Company does not intend, and assumes no obligation, to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

Investors and security holders are urged to read the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by the Company with the SEC. The documents filed by the Company with the SEC may be obtained at the Company’s website at www.gbnk.com or at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from the Company by directing a request to: Guaranty Bancorp, 1331 Seventeenth St., Suite 200, Denver, CO 80202, Attention: Christopher Treece/Investor Relations; Telephone 303-675-1194.

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About Us – Guaranty BancorpRecent Price

Recent Price$    17.121

Tangible Book Value Per Share               $    9.562

Price to 2015 consensus earnings                    16.15x1,3

Price to Tangible Book Value Per Share      1.79x1

Q2 2015 earnings per share (EPS) – Basic GAAP                             $    0.26

May 2015 Quarterly Per Share Dividend$    0.10

Dividend Yield      2.34%1

Market Capitalization:         $   372.0 million 1, 4    Four-Year GBNK Stock Performance vs NASDAQ Bank Index

1  Based on July 22, 2015 closing price.

2  See the accompanying reconciliation of non-GAAP measurements to GAAP.

3  NASDAQ consensus of 2015 analyst earnings expectations as of July 16, 2015 reported as $1.06 per share.

4  Based on 21,729,999 shares outstanding (voting and non-voting) on June 30, 2015.

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About Us – Guaranty Bancorp

Guaranty Bancorp is uniquely positioned in the Colorado market:

(AUM):              $709 million

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Investment Considerations Strong core deposit mix

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Investment Considerations

Strong capital structure supportive of future growth (ratios as of June 30, 2015)

 

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Net Interest Income 4.50% 19,500 19,000 4.00% 3.91% 3.67% 18,500 3.50% 18,000 3.00% 17,500 2.50% 17,000 2.00% 16,500 1.50% 16,000 1.00% 15,500 0.50% 15,000 0.25% 0.18% 0.00% 14,500 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 1 Net Interest Income Yield on Interest Earning Assets Net Interest Margin Cost of Funds Cost of Total Deposits 1Cost of Funds calculated as interest expense over interest bearing liabilities plus demand deposits.

 

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Core Noninterest Income1 $2,000$2,200$2,400$2,600$2,800$3,000$3,200$3,400$3,600$3,800$4,000$4,200$4,400$4,600$4,800$5,0003Q134Q131Q142Q143Q144Q141Q152Q15 Customer Service and Other Fees Investment Advisory Fees Gains on SBA Loan Sales 1See accompanying reconciliation of non-GAAP financial measurements to GAAP.

 

 

 

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Loan Composition June 30, 2015 Loans by Line of Business Consumer 8.5% Business Banking 33.2% Middle Market 11.1%RealEstate 23.9% Energy 1.9% PrivateBanking21.4% Loans by Line of Business Commercial & Industrial 13.9% Energy1.9% OwnerOccupiedCRE13.2%CRE Office 11.6% CRE Retail & Industrial 18.0% CRE Healthcare 3.2% CRE Other 7.2% Residential Mortgage 2.7% Multi Family 5.9% Construction 5.9% Jumbo Mortgage 10.1% Other 2.8%HELOC3.6%

 

 

 

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Loan Growth

$1,000,000$1,050,000$1,100,000$1,150,000$1,200,000$1,250,000$1,300,000$1,350,000$1,400,000$1,450,000$1,500,000$1,550,000$1,600,000$1,650,000$1,700,000$1,750,000

 

 

 

 

Since June 30, 2013 loans net of unearned fees have grown $428.1 million or 17.3% annualized Sep -13 Dec -13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Total Loans 

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Deposit Composition June 30, 2015 Deposits by Business  Line Consumer 46.9% BusinessBanking24.2% Middle Market 3.5% Real Estate 3.4% Energy 2.6% Private Banking 19.4% Deposits by Type Noninterest-bearing demand 35.7% Interest-bearing demand and NOW 21.8% Money market 20.8% Savings 8.0% Time 13.7%Deposit Growth

 

 

 

$1,400,000 $1,450,000 $1,500,000 $1,550,000 $1,600,000 $1,650,000 $1,700,000 $1,750,000 $1,800,000 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Since June 30, 2013 total deposits have grown $292.7 million or 10.1% annualized 

 

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Pre-tax

Pre-tax Operating Earnings 1

 

 

 

$4,000 $4,500 $5,000 $5,500 $6,000 $6,500 $7,000 $7,500 $8,000 $8,500 $9,000 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 1See accompanying reconciliation of non-GAAP financial measurements to GAAP.

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Analysis of Financial Measures ($ in thousands, share data excepted)

3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

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Net Income $3,851 $4,088 $3,542 $4,084 $4,671 $1,215 $5,084 $5,477 Earnings per common share – basic Return on average assets Return on average equity Dividends declared per common share $0.18 0.81% 8.15% $0.025 $0.20 0.85% 8.49% $0.025 $0.17 0.75% 7.43% $0.05 $0.19 0.83% 8.24% $0.05 $0.22 0.91% 9.09% $0.05 $0.06 0.23% 2.32% $0.05 $0.24 0.98% 9.81% $0.10 $0.26 1.00% 10.29% $0.10 Note: Fourth quarter 2014 included a $5.5 million prepayment penalty related to the early termination of $90 million in FHLB term advances at weighted average interest rate of 3.07%. Excluding this $5.5 million prepayment penalty, net of taxes of $2.1 million, the fourth quarter 2014 Return on Average Assets would have been $0.88%1, fourth quarter 2014 Return on Average Equity would have been 8.77%1, and fourth quarter basic and diluted earnings per share would have been $0.22  1See  accompanying reconciliation of non-GAAP financial measurements to GAAP. 

 

Quarterly Financial Statement Summary (in thousands)

Income Statement 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 Net Interest Income$16,062 $16,391 $16,259 $17,065 $17,809 $17,680 $18,777 $18,940 Provision (credit) for Loan Losses 142 154 (6) 24 (3) (1) (23) 113 Noninterest Income 3,664 3,474 3,658 3,837 4,338 4,862 4,115 4,404 Noninterest Expense 13,936 13,681 14,638 14,915 15,159 21,0341 15,270 14,956 Tax Expense 1,797 1,942 1,743 1,879 2,320 294 2,561 2,798 Net Income $ 3,851 $ 4,088 $ 3,542 $ 4,084 $ 4,671 $ 1,215 $ 5,084 $ 5,477

Balance Sheet 9/30/13 12/31/13 3/31/14 6/30/14 9/30/14 12/31/14 3/31/15 6/30/15 Cash and Equivalents $ 33,465 $28,077 $35,311 $44,124 $46,617 $32,441 $31,649 $55,169 Investments  471,257 442,300 470,847 465,717 456,118 449,482 452,271 442,794 Loans 1,293,252 1,320,424 1,362,312 1,438,089 1,482,268 1,541,434 1,555,154 1,668,658 Allowance for Loan Losses (20,450) (21,005) (21,550) (22,155) (22,350) (22,490) (22,500) (22,850) Other Assets 118,667 141,236 114,472 113,115 115,286 123,911 128,878 125,765 Total Assets $1,896,191 $1,911,032 $1,961,392 $2,038,890 $2,077,939 $2,124,778 $2,145,452 $2,269,536 Deposits $1,482,515 $1,528,457 $1,533,010 $1,552,676 $1,662,598 $1,685,324 $1,721,881 $1,741,999 Other Liabilities 225,408 193,181 233,353 284,914 209,980 232,515 212,434 313,698 Total Liabilities $1,707,923 $1,721,638 $1,766,363 $1,837,590 $1,872,578 $1,917,839 $1,934,315 $2,055,697 Stockholders’ Equity $188,268 $189,394 $195,029 $201,300 $205,361 $206,939 $211,137 $213,839 Total Liabilities and Stockholders’ Equity $1,896,191 $1,911,032 $1,961,392 $2,038,890 $2,077,939 $2,124,778

 

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$2,145,452 $2,269,536 1 In the fourth quarter 2014 the Company incurred a $5.5 million prepayment penalty associated with the early payoff of $90 million in FHLB term advances. Colorado Market

 

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Market Data

 

 

 

 

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Market Data

 

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Market Data – Largest Metro Denver Employ

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Market Data – Largest Northern Colorado Employers

Company1 Industry1 1University of Colorado Health Healthcare 2JBS Swift & Company Beef Processing/Corporate Office 3Banner Health: North Colorado Medical Center Healthcare 4State Farm Insurance Companies Insurance 5Hewlett Packard Technology Product Design 6Center Partners Customer Care Center 7Woodward Speed Controls 8 Banner Health: McKee Medical Center Healthcare 9Vestas Wind Turbine Manufacturing 10Hallliburton Energy Services, Inc. Oil & Gas Development 11Hach Company Analytical Instruments 12Avago Technologies Semiconductor Components 13Anheuser-Busch Brewery 14TeleTech Financial Services Support 15Anadarko Petroleum Oil & Gas Development 16Advanced Energy Semiconductor Components 17Otterbox Protective Case Manufacturing 18Afni, Inc. Business Solutions 19Carestream Health, Inc. Medical & Dental Imaging 20 Select Energy Services Oil & Gas Development

1Metro Denver Economic Development Corporation

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Reconciliation of Non-GAAP Financial Measures

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Reconciliation of Non-GAAP Financial Measures ($ in thousands, share data excepted) Tangible Book Value as of June 30,2015 Stockholders’ Equity $213,839 Less Intangible Assets (6,163) Tangible Common Equity $207,676 Shares Outstanding 21,729,999 Book Value per common share $9.84 Tangible Book Value per common share $9.56 Tangible Common Equity Ratio as of June 30, 2015 Stockholders’ Equity $213,839 Less Intangible Assets (6,163) Tangible Common Equity $207,676 Total Assets $2,269,536 Less Intangible Assets (6,163) Total Tangible Assets $2,263,373 Equity Ratio – GAAP1 9.42% Tangible Common Equity / Tangible Assets 9.18% 1 Total stockholders’ equity / total assets

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Reconciliation of Non-GAAP Financial Measures ($ in thousands) Pre tax Operating Earnings 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 Income before income taxes $5,648 $6,030 $5,285 $5,963 $6,991 $1,509 $7,645 $8,275 Adjustments: Provision (credit) for loan losses 142 154 (6) 24 (3) (1) (23) 113 Expenses related to other real estate owned, net (200) (1,037) 56 2 147 142 41 54 Prepayment penalty on long term debt -----5,459 --Impairment of long-lived assets ---110 -76 -122 Securities (gains) / losses (20) 85 (25) -(3) ---Pre-tax Operating Earnings $5,570 $5,232 $5,310 6,119 $7,132 $7,185 $7,663 $8,564 Noninterest Income $3,664 $3,474 $3,658 $3,837 $4,338 $4,862 $4,115 $4,404 Securities (gains)/losses (20) 85 (25) -(3) ---Core Noninterest Income $3,644$3,559 $3,633 $3,837 $4,335 $4,862 $4,115 $4,404 Core Noninterest Income  3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 

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 Reconciliation of Non-GAAP Financial Measures ($ in thousands, share data and ratios excepted) The following non-GAAP schedule reconciles the GAAP measures of net income, basic and diluted earnings per share, return on average assets, and return on average equity to the similar non-GAAP measure adjusted for the Q4 2014 FHLB prepayment net of tax effect. 4th Quarter 2014 Net income Adjusted for: $1,215 Prepayment penalty on long term debt 5,459 Tax effect on prepayment penalty (2,075) Net income excluding prepayment penalty $4,599 Weighted average shares outstanding – basic Weighted average shares outstanding – diluted 20,968,551 21,114,680 Average assets Average equity $2,108,766 210,110 ROAA (GAAP) ROAA (excluding prepayment penalty) 0.23% 0.88% ROAE (GAAP) ROAE (excluding prepayment penalty) 2.32% 8.77% Basic earnings per share (GAAP) Basic earnings per share (excluding prepayment penalty) $0.06 $0.22 Diluted earnings per share (GAAP) Diluted earnings per share (excluding prepayment penalty) $0.06 $0.22

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