BB&T and SunTrust to Combine in Merger of Equals to Create the Premier Financial Institution

BB&T and SunTrust to Combine in Merger of Equals to Create the Premier Financial Institution

February 11, 2019

Combination of two iconic franchises creates sixth-largest U.S. bank holding company with 275 years of
combined history and culture serving clients and communities in high-growth markets.

Atlanta, GA and Winston-Salem, NC, February 7, 2019 – SunTrust Banks, Inc. (NYSE: STI) and BB&T
Corporation (NYSE: BBT) announced today that both companies’ boards of directors have unanimously
approved a definitive agreement to combine in an all-stock merger of equals valued at approximately $66
billion. The combined company will be the sixth-largest U.S. bank based on assets and deposits.

The pro forma company will have approximately $442 billion in assets, $301 billion in loans, and $324
billion in deposits serving more than 10 million households in the United States, with leading market share
in many of the most attractive, high-growth markets in the country. The incremental scale positions the
new company to achieve industry-leading financial and operating metrics with the strongest return profile
among its peers.

In a reflection of the equal contribution both banks bring to the new institution, the combined company will
operate under a new name and brand, which will be determined prior to closing. The combined
company’s board of directors and executive management team will be evenly split between the two
institutions. A new corporate headquarters will be established in Charlotte, NC, including an Innovation
and Technology Center to drive digital transformation. In the current home markets for both companies,
the combined company will maintain the Community Banking Center in Winston-Salem, NC and the
Wholesale Banking Center in Atlanta, GA. This continued strong presence is also supported by the
combined company’s commitment to increase the respective banks’ current levels of community

GAAP and Cash EPS accretion per BB&T share in 2021 is expected to be approximately 13% and 17%,
respectively (based on Street estimates). GAAP and Cash EPS accretion per SunTrust share in 2021 is
expected to be approximately 9% and 16%, respectively (based on Street estimates). SunTrust
shareholders will receive a 5% increase in their dividend upon consummation of the transaction based
upon each Company’s current dividend per share. Under the terms of the merger agreement, SunTrust
shareholders will receive 1.295 shares of BB&T for each SunTrust share they own. BB&T shareholders
will own approximately 57% and SunTrust shareholders will own approximately 43% of the combined

“This is a true merger of equals, combining the best of both companies to create the premier financial
institution of the future,” said BB&T Chairman and Chief Executive Officer Kelly S. King. “It’s an
extraordinarily attractive financial proposition that provides the scale needed to compete and win in the
rapidly evolving world of financial services. Together with Bill’s leadership and our new SunTrust
teammates, we’re going to bring the best of both companies forward to serve our clients and

William H. Rogers, Jr., Chairman and Chief Executive Officer of SunTrust, said, “By bringing together
these two mission- and purpose-driven institutions, we will accelerate our capacity to invest in
transformational technologies for our clients. Our shared culture embraces the disruption of technology
and we will take this innovative mindset to expand our leadership in the next chapter of these historic
brands. With our geographic position, enhanced scale and leading financial profile, these two companies
will achieve substantially more for clients, teammates, associates, communities, and shareholders than
we could alone. I have tremendous respect for Kelly, his leadership team and the BB&T associates. We
will leverage our respective strengths as we focus together on the future.”
Strategic and Financial Benefits of the Proposed Merger.