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| Forward Looking Statements CAUTION REGARDING FORWARD-LOOKING STATEMBNTS Statements included in this communication which are not historical in nature or do not relate to current facts are intended tobe, and are hereby identified as, forward-looking lllatements for purposes of the safe harbor provided by Section 27A of the Securities.Act of1933 and Section 21E of the Securities Exchange.Act of 1934·The words "may," "wiil," "anticipate,• "could,""should,""would," "believe,""contemplate,""expect," "estimate,•"continue," "plan,""project" and "intend,"as well as other similar words and expressions of the future, are intended to identify forward-looking statenlents.South State Corporation ("South State") and Park Sterling Corporation ark Sterling") caution readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differmaterially from anticipated results.Such risks and uncertainties, include, among others, the following posst1lilities: the occurrence of lillY event, change or other circumstances that could give rise to the right of one or both of the psrties to terminate the definitive muger agreement between South State and Park Sterling; the outcome of lillY legal proceedings that may be instituted against South Stste or Park Sterling; the failure to obtain necessary regu]a.toty approvals (and the risk that suchapprovals may rerult in the inlposition of conditions that could adversely affect the combined company or the expected benefits of the transamon), and shareholder approvals or to satisfy lillY of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at aD, inclnding as a result of the inlpact of, or problems arising from,the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas whereSouth State and Park Sterling do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationship&, including tho8eresulting from the announcement or completion of the transaction;South State's ability to complete the acquisition and integration of Park Sterling successfully; credit risk associated with commercial real estate, commercial business and construction lending; interest risk involving the effect of a change in interest rates on both of South State's and Park Sterling's earnings and themarket value of the portfolio equity; liquidity risk affecting each bank's ability to meet its obligations when they come due; price risk focusing on changes in market factors that may affect the value of traded instruments; transaction risk arising from problems with service or product delivery; compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards;strategicrisk resulting from adverse business decisions or inlproper inlplementation of business decisions; reputation risk that adversely affects earnings or capital arising from negative public opinion; cybersecurity risk related to the dependence of South State and Park Sterling on internal computer systems and the technology of outside service providers, aswell as the potential inlpacts of third-party security breaches, which subjects each company to potential business disruptions or :financial losses resulting from deliberate attacks or unintentional events;economic downturn risk resulting from changes in the credit markets, greater than expected noninterest expenses, excessive loanlosses and other factors and the inlplementation of federsl spending Clits cnrrently scheduled to go into effect; and other factors that may affect future results of South State and Park Sterling. Additional factors that could cause results to differ materially from those described above can be found in South State's Annual Report on Form 10-K for the year ended December 31, 2016, and in itasubsequent Quarterly Report on Form 10-Q, inclnding for the quarter ended March 31, 2017, wbichis on file with the Securities and Exchange Commission (the "SEC") and available in the "Investor Relations"section of South Stste's website, http:flwww.southstatebank.com, under the heading "SEC ·and in other documents South Stste files with the SEC, and in Park Sterling's Annual Report on Form to-X for the year ended December 31,2016, and in its subsequent Quarterly Report on Form 10-Q, including for the quarter ended March 31, 2017, which is on file with theSEC and available on the "Investor Relations" page linked to Park Sterling's website, http:/fwww.parlcsterlingbank.com, under the heading "Regulatory Filings" and in other docnments Park Sterling files with theSEC. All forward-looking statements speak only uof the date they are made and are based on information available at that tinle. Neither South State nor Park Sterling assumes lillY obligation to update forward-looking statements to reflect circumstances or events that ooeur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required byfederal securities laws.As forward-looking statements involve significant risks and uncertainties, caution should be eJrercised agllin.st placing undue reliance on such statements. IMPORTANT ADDmONAL INFORMATION In connection with the proposed transaetion between South State and Park Sterling,South State will file with the SEC a Registration Statenlent on Form 8-4 that will include a Joint Proxy Statement of South State and Park Sterling and a Prospectus of South State, as well as other relevant documenta concerning the proposed transaction. The propO&ld transaction involving South State and Park Sterling will be submitted to Park Sterling's shareholders and South State's shareholders for their consideration. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall therebe any sale of securities in any jurisdietion in which such offer, solicitation or sale would be unlawfulprior to registration or qualification under the securities laws of such jurisdiction. Shareholders of South State and llhareholdera of Park Sterlillg 11reurgedto read the registration at.tem.ent and the joint proxy at.tem.ent/prospec:twl reprdina the triiDACtion whenit becomes available and any other relevant documents filed with the SEC, uwell as any amendmentlll or supplementlll to thoae documents, beeauae they willeontain important informadon. Shareholders will be able to obtain a free copy of the definitive joint proxy lllatement/prospectus, as well as other filings containing information about South State and Park Sterling, without charge, at the SEC's website (http://www.sec.gov). Copies of the joint proxy lllatement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statenlent/prospectus can also be obtained, without charge, by directing a request to South Stste Corporation, 520 Gervais Street, Columbia, South Carolina 29201, Attention:John C. Pollok, Senior Executive Vice President, CFO and COO, (8oo) 277-2175 or to Park Sterling Corporation, 1043 E. Morehead Street, Snite 201, Charlotte, North Carolina 28204. Attention:Donald K. Truslow, (704) 323-4292. PARTICIPANTS IN THE SOLICITATION South State, Park Sterling and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proldes in respect of the propO&ld transaction. Information regarding South Stste's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 6, 2017, and certain of its Current Reports on Form 8-K. Information regarding Park Sterling's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on Aprt113, 2017, and certain of ita Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,by security holdings or otherwise, will be contained in the joint proxy statenlentfprospectus and other relevant materials filed with the SEC. Free copies of this docuntent may be obtained as described in the preceding paragraph. $ SoUTH STATE CORPORATION 2 |