Oconee State Bank and Elberton Federal Enter Into Merger Agreement

Thursday, June 3rd, 2021

The boards of Oconee Financial Corporation and Elberton Federal Savings and Loan Association announced today that the organizations have entered into a definitive agreement for the merger of Elberton and Oconee State Bank, a wholly owned subsidiary of Oconee Financial Corporation.

The transaction is structured as a merger conversion, whereby Elberton, a federal mutual savings association, will convert to a stock form of organization and will simultaneously merge into Oconee State Bank. As part of the transaction, Oconee Financial Corporation will offer shares of its common stock to qualifying eligible Elberton account holders and possibly others in a subscription offering and a community offering.

Oconee Financial is the holding company for Oconee State Bank, a $520 million asset community bank based in Watkinsville. Elberton is a $29 million asset mutual savings association headquartered in Elberton.

"The opportunity to partner with Elberton Presidentand CEO Daniel Graves and his team to expand our footprint in Northeast Georgia and strategically grow our relationship with local business owners and residents is a cohesive, strategic partnership," said Neil Stevens, President and CEO of Oconee State Bank. "Achieving our goal of becoming Georgia'smost remarkable community bank requires top talent in strong communities, and this transaction checks both of those boxes. Daniel and the team at Elberton Federal have done an outstanding job serving their community for decades and we look forward to supporting them as we continue to deliver a remarkable customer experience throughout Northeast Georgia."

Graves will serve as the Northeast Georgia Market Executive for Oconee State Bank after the merger is completed, and Elberton director Bob Paul will join the Oconee Financial and Oconee State Bank boards of directors. All Elberton Federal employees will remain with Oconee State Bank, and Elberton directors Kyle Branan, Phil Pitts and Jimmy Hill will serve on Oconee State Bank's Northeast Georgiaadvisory board.

Shareholders at Oconee Financial and account holders at Elberton will be provided detailed information on the transaction in the months ahead. It is anticipated that the merger conversion will take 4 to 6 months to complete. Elberton will continue to operate independently until the merger conversion is completed. Accordingly, it will be business as usual until then.

The proposed transaction will require approval of banking regulators, including the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC) and the Georgia Department of Banking and Finance, as well as the members of Elberton.

Performance Trust Capital Partners LLC served as exclusive financial advisor in the transaction, and RP Financial, LC provided appraisal and valuation services. Alston & Bird LLP served as legal counsel to Oconee Financial, and Fenimore, Kay, Harrison & Ford, LLP served as legal counsel to Elberton.

"Since 1922, the mission of Elberton Federal has always been to provide the highest level of financial service and commitment to our customers and community," said Graves. "This mission has never been more relevant than it is right now. By partnering with Oconee State Bank, we are joining with an institution that unequivocally shares our values, culture and commitment to true community based banking. I'm grateful to Neil, his staff and the Board of Directors of Oconee State for their commitment to Elberton and their passion for rural Northeast Georgia. We're excited for what our joint future holds and eagerly look forward to the things we will accomplish together."