Prosperity Bancshares 8K Statements contained in this presentation which are not | PB 1 Jul 13

Acquisition of FVNB Corp.

July 1, 2013

Exhibit 99.1

“Safe Harbor”

Statement

“Safe Harbor”

Statement

under the Private Securities Litigation Reform Act of 1995

Statements contained in this presentation which are not

historical facts and which pertain to future operating results

Prosperity

Bancshares

and

its

subsidiaries

constitute

“forward-looking

statements”

within

the

meaning

the

Private Securities Litigation reform Act of 1995. These

forward-looking statements involve significant risks and

uncertainties. Actual results may differ materially from the

results discussed in these forward-looking statements. Factors

that might cause such a difference include, but are not limited

to, those discussed in the company’s periodic filings with the

SEC.

Copies

the

SEC

filings

for

Prosperity

Bancshares

may be downloaded from the Internet at no charge from

www.prosperitybankusa.com.

Strategic Rationale

•

Strengthens

Prosperity’s

position

the

economically

attractive

Gulf

Coast

and

Central

regions

Texas:

–

Complimentary franchises and markets

–

Similar cultures and operating philosophies

–

Enhances market share in existing Victoria and Bryan/College Station markets

–

Adds to the North Houston footprint near The Woodlands, where Exxon Mobil is building their 400 acre headquarters to house

10,000+ employees

–

$540 million trust assets under management at year end 2012, significantly enhancing current trust business

(1) Per Cetera Financial Institutions rankings

•

Diversifies Prosperity’s revenue stream with FVNB’s brokerage and trust businesses

•

Meaningful accretion to earnings per share

•

Prosperity will remain well-capitalized

•

Following the merger, Prosperity will be the 39th largest U.S. headquartered banking institution

FVNB

ranks

against

peers,

overall

brokerage

commissions

(1)

Strengthens Texas Franchise

Source: SNL Financial

* Branch count excludes duplicative drive-thru locations and includes one FVNB loan production office in Sugar Land

(2)

PB (222)*

FVNB (34)*

Pro Forma Branch Footprint

Victoria

Midland

Odessa

Enhances Market Share

Source: SNL Financial

Note: Deposit data as of June 30, 2012; Pro forma for pending and completed transactions

* Branch count excludes duplicative drive-thru locations and includes one FVNB loan production office in Sugar Land

Texas Deposit Market Share

Number

Deposits in

Market

Rank

Institution (ST)

Branches

($mm)

(%)

JPMorgan Chase & Co. (NY)

681

106,289

20.6

Bank of America Corp. (NC)

437

79,784

15.5

Wells Fargo & Co. (CA)

689

56,269

10.9

BBVA

374

28,035

5.4

Cullen/Frost Bankers Inc. (TX)

131

17,365

3.4

Pro Forma

250

13,219

2.6

Prosperity Bancshares Inc. (TX)*

216

11,243

2.2

Capital One Financial Corp. (VA)

174

9,972

1.9

Comerica Inc. (TX)

139

9,563

1.9

Zions Bancorp. (UT)

9,424

1.8

International Bancshares Corp. (TX)

169

6,921

1.3

Texas Capital Bancshares Inc. (TX)

6,264

1.2

BOK Financial Corp. (OK)

4,604

0.9

Citigroup Inc. (NY)

100

4,177

0.8

Regions Financial Corp. (AL)

3,985

0.8

Hilltop Holdings Inc. (TX)

3,963

0.8

FVNB Corp. (TX)*

1,976

0.4

Top 15

3,384

357,858

69.3

Total

6,858

516,072

100.0

Growing Markets of Operation

(1)

(2)

Victoria & Coastal Cities

Bryan / College Station & San Antonio / Austin Corridor

Houston and Surrounding Area

•

Expected capital investment of $28 billion in the Eagle Ford Shale play in 2013

•

$1 billion TPCO Pipe plant is under construction and is estimated to create 400 to 600 jobs

•

Cheniere Energy is set to begin construction of a liquefied natural gas plant on the La Quinta ship channel, which will have

production capacity of 13.5 million tons per year

•

Home to Texas A&M University and Blinn College which enroll approximately 50,000 and 15,000 students every year,

respectively

•

G-Con Biopharmaceutical Manufacturing facility is open and projected to add 150 six figure salary jobs to the Bryan /

College Station community

•

Construction of a 3,500 acre bio medical complex is underway along Highway 47

•

600,000 square foot Sysco Foods distribution center completed and will house 600+ employees

•

Exxon Mobil is expected to complete a 400 acre facility by 2015 which will house over 10,000 relocated employees in The

Woodlands market

•

Ben E. King, Noble Drilling, Team Industrial Services, BP America, Shell, Transwestern and Worley Parsons added over

5,000 new jobs to the South / West Houston market

•

The Walker County market is home to Sam Houston State University, the fastest growing four-year institution in Texas,

which enrolls approximately 18,500 every semester

Construction

the

1.1

million

square

foot

Caterpillar

plant

Victoria

•

Founded in 1867, First Victoria

National Bank is the oldest

independent bank in Texas

•

Operates 34 locations across the

Gulf Coast and Central regions

of Texas

•

Consistent growth and

profitability through the cycle

•

Established presence in

economically and

demographically attractive

markets

Source: SNL Financial and FVNB company documents

Financial Highlights –

FVNB Corp.

Financial Highlights –

FVNB Corp.

Year ended,

Quarter ended,

Dollars in thousands

12/31/10

12/31/11

12/31/12

03/31/13

Balance

Sheet

Total Assets

1,732,919

1,912,657

2,390,445

2,410,497

Gross Loans HFI

1,295,322

1,327,800

1,615,819

1,607,681

Securities

246,343

270,103

372,644

379,451

Deposits

1,527,680

1,698,404

2,132,369

2,147,212

Total Equity

123,701

159,689

205,777

212,387

Tangible

Common

Equity

94,619

113,244

140,388

147,153

Balance

Sheet

Ratio

Loans / Deposits (%)

84.8

78.2

75.8

74.9

Tangible Common Equity / Tangible Assets (%)

5.55

6.01

5.99

6.23

Leverage Ratio (%)

7.85

8.95

8.33

8.73

Tier 1 Capital Ratio (%)

10.10

12.18

11.92

12.48

Total Capital Ratio (%)

11.36

13.44

13.18

13.74

Income

Statement

Net Interest Income

62,882

66,265

75,608

21,350

Provision Expense

11,750

7,100

6,150

1,000

Noninterest Income

23,886

24,718

26,493

6,582

Noninterest Expense

59,035

62,816

67,123

17,494

Net Income Available to Common

11,312

14,636

19,058

6,380

Profitability

Return on Average Assets (%)

0.69

0.83

0.93

1.10

Return on Average Tangible Common Equity (%)

12.9

14.4

15.9

17.9

Net

Interest

Margin

FTE

(%)

4.27

4.07

4.09

4.01

Efficiency Ratio (%)

68.0

69.0

65.7

62.6

Fee Income / Operating Revenue (%)

27.5

27.2

25.9

23.6

Ratios

Pro Forma Loan Composition

Prosperity Bancshares, Inc.

FVNB Corp.

Pro Forma

Loan Portfolio ($000)

Amount

Residential R.E.

$1,409,967

23.1%

Commercial R.E.

2,633,869

43.1%

Construction

728,639

11.9%

Commercial & Industrial

965,505

15.8%

Consumer & Other

372,602

6.1%

Total Loans & Leases

$6,110,582

100.0%

Loan Portfolio ($000)

Amount

Residential R.E.

$362,477

22.5%

Commercial R.E.

583,850

36.3%

Construction

174,641

10.9%

Commercial & Industrial

299,509

18.6%

Consumer & Other

187,204

11.6%

Total Loans & Leases

$1,607,681

100.0%

Loan Portfolio ($000)

Amount

Residential R.E.

$1,772,444

23.0%

Commercial R.E.

3,217,719

41.7%

Construction

903,280

11.7%

Commercial & Industrial

1,265,014

16.4%

Consumer & Other

559,806

7.3%

Total Loans & Leases

$7,718,263

100.0%

Yield on Loans: 6.08%

Loans / Deposits: 47.6%

Yield on Loans: 5.34%

Loans / Deposits: 74.9%

Yield on Loans: 5.93%

Loans / Deposits: 51.5%

Sources: SNL Financial and FVNB company documents; Data as of March 31, 2013

Note: Pro forma loan composition excludes fair value purchase accounting adjustments; Loan to deposit ratio excludes purchase accounting adjustments

Prosperity loan composition pro forma for Coppermark Bancshares, Inc. acquisition and excludes fair value purchase accounting adjustments; Loan to deposit ratio excludes purchase accounting adjustments

Residential

R.E.

23.1%

Commercial

R.E.

43.1%

Construction

11.9%

Commercial

& Industrial

15.8%

Consumer &

Other

6.1%

Residential

R.E.

22.5%

Commercial

R.E.

36.3%

Construction

10.9%

Commercial

& Industrial

18.6%

Consumer &

Other

11.6%

Residential

R.E.

23.0%

Commercial

R.E.

41.7%

Construction

11.7%

Commercial

& Industrial

16.4%

Consumer &

Other

7.3%

Pro Forma Deposit Composition

Prosperity Bancshares, Inc.

FVNB Corp.

Pro Forma

Deposit Portfolio ($000)

Amount

Demand Deposits

$3,292,545

25.7%

NOW & Other

2,597,300

20.2%

MMDA & Savings

4,368,729

34.0%

Retail Time Deposits

1,175,772

9.2%

Jumbo Time Deposits

1,396,901

10.9%

Total Deposits

$12,831,247

100.0%

Deposit Portfolio ($000)

Amount

Demand Deposits

$517,839

24.1%

NOW & Other

153,297

7.1%

MMDA & Savings

1,035,746

48.2%

Retail Time Deposits

219,045

10.2%

Jumbo Time Deposits

221,285

10.3%

Total Deposits

$2,147,212

100.0%

Deposit Portfolio ($000)

Amount

Demand Deposits

$3,810,384

25.4%

NOW & Other

2,750,597

18.4%

MMDA & Savings

5,404,475

36.1%

Retail Time Deposits

1,394,817

9.3%

Jumbo Time Deposits

1,618,186

10.8%

Total Deposits

$14,978,459

100.0%

Cost of Deposits: 0.30%

Cost of Deposits: 0.35%

Cost of Deposits: 0.30%

Demand

Deposits

25.7%

NOW &

Other

20.2%

MMDA &

Savings

34.0%

Retail Time

Deposits

9.2%

Jumbo Time

Deposits

10.9%

Demand

Deposits

24.1%

NOW &

Other

7.1%

MMDA &

Savings

48.2%

Retail Time

Deposits

10.2%

Jumbo Time

Deposits

10.3%

Demand

Deposits

25.4%

NOW &

Other

18.4%

MMDA &

Savings

36.1%

Retail Time

Deposits

9.3%

Jumbo Time

Deposits

10.8%

Source: SNL Financial and FVNB company documents; Data as of March 31, 2013

Note: Pro forma deposit composition excludes fair value purchase accounting adjustments

Prosperity deposit composition pro forma for Coppermark Bancshares, Inc. acquisition and excludes purchase accounting adjustments

FVNB deposit data per regulatory filings; Sweep accounts data supplemented by company documents

Transaction Terms

Merger Partner:

FVNB Corp. (“FVNB”)

Aggregate Deal Value:

$374.2 million

(1)

Consideration Structure:

5,570,818 shares of Prosperity and $91.25 million of cash

Consideration Mix:

76% stock / 24% cash

(1)

Termination Fee:

$15.0 million plus expenses incurred by Prosperity up to $750,000

Required Approvals:

Customary regulatory approval; FVNB shareholder approval

Due Diligence:

Completed

Anticipated Closing:

Fourth quarter of 2013

(1)

Based on Prosperity’s closing stock price on June 26, 2013

Aggregate Deal Value ($mm)

$374.2

Transaction Multiples

LTM Earnings ($21.1mm)

17.7x

2013 Annualized Earnings ($25.5mm)

14.7x

Book Value ($194.4mm)

1.92x

Tangible Book Value ($147.2mm)

2.54x

Core Deposit Premium ($1,925.9mm)

11.8%

Transaction Summary

Source: FVNB company documents; Balance sheet data as of March 31, 2013

(1)

Based on Prosperity’s closing stock price on June 26, 2013

(2)

Equal to aggregate deal value less FVNB’s tangible common equity as a percentage of core deposits; Core deposits defined as total deposits less jumbo time deposits (greater than $100,000)

(1)

(2)

Management Retention

Prosperity Bank has placed a very high value on the existing FVNB leadership team and has extended

numerous individual employment offer agreements to members of FVNB. Among them, the following

executive leaders will join Prosperity Bank in the following capacity:

FVNB Member

Current Role

Prosperity Bank Position

Chairman & CEO

M. Russell Marshall

Kenneth Vickers

John Zacek

Chief Lending Officer

Executive Vice President

of the Victoria Region

Chairman –

Wealth Management/Private Banking

Senior Executive Vice President

Executive Loan Committee

President –

South Texas Area

Financial Impact

Source: SNL Financial and FVNB company documents

Note: Prosperity Bancshares, Inc. pro forma for Coppermark Bancshares, Inc. acquisition and subsequent $300 million borrowings pay down

(1)

Includes estimated purchase accounting adjustments; Includes impact of $18.0 million SBLF redemption

Prosperity Bancshares, Inc.

FVNB Corp.

Pro Forma

(1)

Financial Impact

03/31/13

12/31/13

Balance Sheet ($mm)

Total Assets

$16,107.7

$2,410.5

$18,574.1

Gross Loans HFI

6,094.7

1,607.7

7,677.5

Total Deposits

12,879.4

2,147.2

15,007.9

Tangible Common Equity

944.0

147.2

1,132.9

Regulatory Capital (%)

TCE / TA (%)

6.39%

6.23%

6.65%

Leverage Ratio (%)

7.02%

8.73%

7.47%

Tier 1 Capital Ratio (%)

13.64%

12.48%

13.76%

Total Capital Ratio (%)

14.38%

13.74%

14.37%

Prosperity Bancshares (PB) 8-KStatements contained in this presentation which are not