July 12, 2018

On July 11, 2018, Poage Bankshares, Inc. (“Poage”), Ashland, Kentucky, and City Holding Company (“City”), Charleston, West Virginia, entered into a definitive merger agreement pursuant to which Poage will merge with and into City, with City as the resulting company, for total merger consideration valued at approximately $93.5 million at announcement. Poage shareholders will receive 0.335 shares of City common stock per share of Poage common stock. As part of the merger, Town Square Bank, the subsidiary of Poage, will merge with and into City National Bank of West Virginia, the subsidiary of City.

Luse Gorman served as legal counsel to Poage in the transaction. The Luse Gorman team consisted of Kip Weissman, Victor Cangelosi, Marc Levy and Zachary Davis (Corporate/M&A), and Max Seltzer and Brendan Saxon (Executive Compensation).

Poage has approximately $450.0 million in total assets and operates nine branches and one loan production office across northeastern Kentucky.

City has approximately $4.2 billion in total assets and operates 86 branches across West Virginia, Virginia, Kentucky and Ohio.