Cautionary Statement Regarding Forward-Looking Statements
Some of the statements made in this report
are “forward-looking statements” within the meaning of the Securities Act of 1933 (the “Securities Act”)
and the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements include statements with respect
to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance
and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause
the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements.
All forward-looking statements are subject
to risks, uncertainties and other factors that may cause the actual results, performance or achievements of South State or CenterState
to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others,
(1) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than
anticipated to be realized, (2) disruption to the parties’ businesses as a result of the announcement and pendency of the
merger, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement,
(4) the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult
than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s
businesses, (5) the failure to obtain the necessary approvals by the shareholders of South State or CenterState, (6) the amount
of the costs, fees, expenses and charges related to the merger, (7) the ability by each of South State and CenterState to obtain
required governmental approvals of the merger (and the risk that such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected benefits of the transaction), (8) reputational risk and the reaction
of each company’s customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing
conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (10) the possibility that the
merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) the dilution
caused by South State’s issuance of additional shares of its common stock in the merger, (12) a material adverse change in
the financial condition of South State or CenterState, (13) general competitive, economic, political and market conditions, (14)
major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks, including
the recent outbreak of a novel strain of coronavirus, a respiratory illness, the related disruption to local, regional and global
economic activity and financial markets, and the impact that any of the foregoing may have on South State or CenterState and its
customers and other constituencies, and (15) other factors that may affect future results of CenterState and South State including
changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital
markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological
changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and
reforms; and other factors discussed in our filings with the Securities and Exchange Commission under the Exchange Act.
All written or oral forward-looking statements
that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking
statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein
by reference. Neither CenterState nor South State undertakes any obligation to update, revise or correct any of the forward-looking
statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as
a result of new information, future events or otherwise.
Important Information About the Merger
and Where to Find It
South State has filed a registration
statement on Form S-4 and an amendment thereto with the SEC to register the shares of South State’s common stock that
will be issued to CenterState’s shareholders in connection with the transaction. The registration statement contains a
joint proxy statement of South State and CenterState that also constitutes a prospectus of South State. The registration
statement on Form S-4, as amended, was declared effective by the SEC on April 20, 2020, and South State and CenterState
commenced mailing the definitive joint proxy statement/prospectus to their respective shareholders on or about April 20,
2020. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS (AS WELL AS ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION
REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents
and other documents filed with the SEC by South State or CenterState through the website maintained by the SEC at
http://www.sec.gov or by contacting the investor relations department of South State or CenterState at:
South State Corporation
|
CenterState Bank Corporation
|
520 Gervais Street
|
1101 First Street South, Suite 202
|
Columbia, SC 29201-3046
|
Winter Haven, FL 33880
|
Attention: Investor Relations
|
Attention: Investor Relations
|
(800) 277-2175
|
(863) 293-4710
|
Participants in Solicitation
South State, CenterState and certain of
their directors and executive officers may be deemed participants in the solicitation of proxies from the shareholders of each
of South State and CenterState in connection with the merger. Information regarding the directors and executive officers of South
State and CenterState and other persons who may be deemed participants in the solicitation of the shareholders of South State or
of CenterState in connection with the merger is contained in the definitive joint proxy statement/prospectus related to the proposed
merger. Information about the directors and executive officers of South State and their ownership of South State common stock can
also be found in South State’s definitive proxy statement in connection with its 2019 annual meeting of shareholders, as
filed with the SEC on March 6, 2019, and other documents subsequently filed by South State with the SEC, including, but not limited
to, Amendment No. 1 to South State’s Annual Report on Form 10-K/A, as filed with the SEC on March 6, 2020. Information about
the directors and executive officers of CenterState and their ownership of CenterState common stock can also be found in CenterState’s
definitive proxy statement in connection with its 2020 annual meeting of shareholders, as filed with the SEC on March 10, 2020,
and other documents subsequently filed by CenterState with the SEC. Additional information regarding the interests of such participants
is included in the definitive joint proxy statement/prospectus and other relevant documents regarding the merger filed with the
SEC.