MidWestOne Financial : Acquisition of Denver Bankshares, Inc. & Divestiture of Florida Franchise

Investor Presentation

Acquisition of Denver Bankshares, Inc. &

Divestiture of Florida Franchise

September 27, 2023

Forward Looking Statements

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this presentation that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements may include information about MidWestOne Financial Group, Inc.'s ("MOFG" or "MidWestOne") and Denver Bankshares, Inc.'s ("DNVB") possible or assumed future economic performance or future results of operations, including MidWestOne Financial Group, Inc.'s (MidWestOne") or DNVB's future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows, and MidWestOne's and DNVB's future capital expenditures and dividends, future financial condition and changes therein, including changes in MidWestOne's and DNVB's loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the plans and objectives of management for MidWestOne's and DNVB's future operations, future or proposed acquisitions, the future or expected effect of acquisitions on MidWestOne's and DNVB's operations, results of operations, financial condition, and future economic performance, statements about the benefits of the merger, and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as "aim", "anticipate", "estimate", "expect", "goal", "guidance", "intend", "is anticipated", "is expected", "is intended", "objective", "plan", "projected", "projection", "will affect", "will be", "will continue", "will decrease", "will grow", "will impact", "will increase", "will incur", "will reduce", "will remain", "will result", "would be", variations of such words or phrases (including where the word "could", "may", or "would" is used rather than the word "will" in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that MidWestOne makes are based on our current expectations and assumptions regarding MidWestOne's and DNVB's businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect MidWestOne's future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement or asset purchase agreement, with respect to the branch sale, the outcome of any legal proceedings that may be instituted against MidWestOne or DNVB, delays in completing the merger or branch sale, the failure to obtain necessary regulatory approvals (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 merger or branch sale) and shareholder approval or to satisfy any of the other conditions to the merger or branch sale on a timely basis or at all, the possibility that the anticipated benefits of the merger or branch sale are not realized when expected or at all, including as a result of the impact 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 where MidWestOne and DNVB do business, the possibility that the merger and branch sale 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 relationships, including those resulting from the announcement or completion of the merger and MidWestOne's ability to complete the acquisition and integration of DNVB successfully. Each of MidWestOne and DNVB disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information on MidWestOne, and factors which could affect the forward-looking statements contained herein can be found in MidWestOne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2023 and June 30, 2023 and its other filings with the SEC.

2

Presenters

Charles N. "Chip" Reeves

Chief Executive Officer

Len D. Devaisher

President & Chief Operating Officer

Barry S. Ray

Senior Executive Vice President & Chief Financial

Officer

3

Two Complementary Transactions

has agreed to acquire

Denver Bankshares, Inc. ("DNVB")

the holding company of

$32.6 Million

has agreed to sell its Florida franchise

including 2 branches to

7.5% Deposit Premium

Complementary

transactions

effectively realign focus into MOFG's core Midwest and Denver geographic footprint

Monetization of

MOFG's undersized

Florida franchise

provides capital for the acquisition of an 80+ year old bank in the attractive Denver

MSA

Augments MOFG's
existing position in	Low execution risk:
Denver, a	seasoned acquiror,
commercially dense	already embedded
MSA, and one of the	Denver leadership
demographically	team, extensive due
strongest major	diligence, compatible
markets west of the	cultures, relative size
Mississippi

4

Overview and Financial Highlights

Transaction Summary

Attractive Financial Returns ¹

• 100% cash acquisition of Denver Bankshares, Inc., the

holding company of The Bank of Denver, a two branch

commercial bank headquartered in Denver, CO

• The divesture of our Florida franchise consisting of two

branches located in Fort Myers and Naples to DFCU

Financial, representing our exit from the Florida market

• The two transactions serve to continue the strategic

Meaningful EPS

Accretion ²

Double-digit accretion in

2024 and 2025

Minimal TBVPS

Dilution

~3.7% dilution

realignment of our growth focus into major metro markets

within our core Midwest and Denver geographic footprint,

in line with our stated growth strategies

* TBVPS dilution from the DNVB acquisition is

substantially offset by the deposit premium received in

Manageable TBV Earn-back Period ³

2.58 years

Strong Expected IRR ⁴

~26%

the Florida divestiture

** Well-capitalized pro forma capital position with

accelerated future capital accretion driven by strong

EPS accretion

• While both transactions are attractive individually, the combined impacts are complementary from both
  strategic and financial perspectives

Acquisition of DNVB: Transaction Multiples

Price / TBV	173%
Price / Adjusted TBV ⁵	128%
Price / 2024 EPS + Cost Savings ⁶	9.2x
Core Deposit Premium ⁷	6.0%

1. Combined impact of the DNVB acquisition and the Florida divestiture; assumes both transactions close March 31, 2024 for modeling purposes
2. 2024 EPS accretion excludes impact of transaction costs
3. Based on crossover method for calculating TBVPS dilution earn-back timeframe; includes impact of transaction costs and day 2 CECL reserve
4. Assumes a terminal TCE / TA ratio of 8.00%, opportunity cost of cash of 5.00% and terminal multiple of 10.0x price / earnings
5. Based on TBVPS as of June 30, 2023 adjusted to include the after-tax fixed asset write-up of $8.3 million, based on appraisal values

6)	Assumes fully-phased in cost savings; excludes transaction costs	5
7)	Core deposits defined as total deposits less time deposits > $250,000