The accompanying notes to the unaudited pro forma combined condensed consolidated financial statements;

BancPlus’s unaudited historical consolidated financial statements and accompanying notes as of and for the quarter ended March 31, 2020, included in BancPlus’s Quarterly Report filed on Form 10-Q for the three months ended March 31, 2020;

SCC’s unaudited consolidated financial statements for the three months ended March 31, 2020, included herein;

BancPlus’s audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2019, included in BancPlus’s Annual Report filed on Form 10-K for the year ended December 31, 2019; and

SCC’s audited consolidated financial statements for the year ended December 31, 2019, included herein.

Assets:

Cash and cash equivalents

Investment securities

Loans held for sale

Gross loans

Less: Allowance for loan losses

Net loans

Premises and equipment

Operating lease right-of-use assets

Accrued interest receivable

Goodwill

Core deposit intangible

Deferred tax asset, net

Other assets

Total assets

Liabilities:

Deposits

Advances from Federal Home Loan Bank and other borrowings

Subordinated debentures payable to statutory trusts

Operating lease liabilities

Accrued interest payable

Other liabilities

Total liabilities

Stockholders’ Equity:

Common Stock

Unearned Employee Stock Ownership Plan compensation

Additional paid-in capital

Retained earnings

Accumulated other comprehensive gain (loss), net

Total stockholders’ equity

Total liabilities and stockholders’ equity

Assets acquired:

Cash and due from banks

Securities, FHLB stock and FNBB stock

Loans, net

Premises and equipment

Accrued interest receivable

BOLI

Core deposit intangible

Taxes receivable

Deferred tax asset, net

Other assets

Total assets acquired

Liabilities assumed:

Deposits

Advances from FHLB and other borrowings

Subordinated debentures

Deferred compensation

Other liabilities

Total liabilities assumed

Net assets acquired

Purchase price allocation:

Common stock issued

Cash paid for fractional shares

Total purchase price

Excess of consideration paid over fair value of net assets acquired - Goodwill

Adjustment to record cash paid for fractional shares and closing costs associated with the merger. This includes, among other things, estimated legal, accounting and advisory services, severance costs and data process conversion costs.

Adjustments to reflect the fair value of investment securities acquired in the merger.

Adjustments to loans to reflect estimated fair value of the acquired loan portfolio comprised of a credit mark of $11.8 million and an interest rate mark of $6.7 million.

Adjustment to eliminate SCC’s allowance for loan losses.

Adjustment reflects the estimated fair value of premises and equipment acquired.

Adjustments reflect the preliminary estimate of goodwill generated as a result of consideration paid in excess of the fair value of the net assets acquired and elimination of SCC’s historical goodwill.

Adjustment to record fair value estimate of intangible assets specifically identified core deposit intangibles. The intangible will be amortized over a ten year life.

Estimated fair value adjustment on acquired deferred tax assets and liabilities, net using a 25.0% tax rate. The significant components of the proforma adjustments to deferred taxes include a deferred tax asset of $4.6 million related to fair value adjustments to acquired loans, a deferred tax asset of $2.0 million related to the fair value adjustment to deposits, a deferred tax liability of $1.3 million related to core deposit intangibles, a deferred tax liability of $1.1 million relating to the fair value adjustment to subordinated debentures and the elimination of the deferred tax asset of $ 1.8 million related to SCC’s historical allowance for loan losses.

Adjustments to other assets to reflect fair value.

Adjustments to interest-bearing deposits to reflect estimated fair value.

Adjustments to reflect prepayment costs and fair value of retained borrowings at acquisition date.

Adjustment to reflect estimated fair value of subordinated debentures.

Adjustments to other liabilities to reflect fair value.

Reflects issuance of 2,453,827 shares of BancPlus common stock at fair value estimate of $29.00 per share on the merger date. Adjustments eliminate SCC’s capital accounts.

Interest income:

Interest and fees on loans

Investment securities

Interest bearing bank balances and other

Total interest income

Interest expense:

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net interest income after provision for loan losses

Other operating income:

Service charges on deposit accounts

Mortgage origination income

Other income

Total other operating income

Other operating expenses:

Salaries and employee benefits

Net occupancy expenses

Furniture, fixtures and data processing expenses

Other expenses

Total other operating expenses

Income before income taxes

Income tax expense

Net income

Share and per share data:

Earnings per common share:

Basic

Diluted

Weighted average common shares outstanding:

Basic

Diluted

Adjustment to interest income for accretion on SCC acquired loans based on expected fair market value.

Adjustment to interest income for accretion on SCC’s investment securities based on expected fair value.

Adjustment to interest expense for amortization on SCC’s time deposits based on expected fair value.

Adjustment to interest expense for amortization on SCC’s subordinated debentures based on expected fair values.

Depreciation adjustment related to fair value adjustment on premises.

Expected amortization of core deposit intangible based on a 10 year life.

Tax adjustment related to other pro forma adjustments calculated based on a tax rate of 25%.

Reflects the increase in weighted average shares in connection with the issuance of shares of BancPlus common stock in the merger.

Interest income:

Interest and fees on loans

Investment securities

Interest bearing bank balances and other

Total interest income

Interest expense:

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net interest income after provision for loan losses

Other operating income:

Service charges on deposit accounts

Mortgage origination income

Other income

Total other operating income

Other operating expenses:

Salaries and employee benefits

Net occupancy expenses

Furniture, fixtures and data processing expenses

Other expenses

Total other operating expenses

Income before income taxes

Income tax expense

Net income

Share and per share data:

Earnings per common share:

Basic

Diluted

Weighted average common shares outstanding:

Basic

Diluted

Adjustment to interest income for accretion on SCC acquired loans based on expected fair market value.

Adjustment to interest income for accretion on SCC’s investment securities based on expected fair value.

Adjustment to interest expense for amortization on SCC’s time deposits based on expected fair value.

Adjustment to interest expense for amortization on SCC’s subordinated debentures based on expected fair values.

Depreciation adjustment related to fair value adjustment on premises.

Expected amortization of core deposit intangible based on a 10 year life.

Tax adjustment related to other pro forma adjustments calculated based on a tax rate of 25%.

Reflects the increase in weighted average shares in connection with the issuance of shares of BancPlus common stock in the merger.