F.N.B. Corporation Receives Regulatory Approval for Metro Bancorp Merger

PRESS RELEASE

November 23, 2015 - PITTSBURGH, PA

F.N.B. Corporation (NYSE: FNB) today announced the receipt of all required federal regulatory clearances for its proposed merger of Metro Bancorp, Inc. (Metro) (NASDAQ: METR).

The Office of the Comptroller of the Currency has approved the proposal to merge Metro Bank, the bank subsidiary of Metro, into First National Bank of Pennsylvania, FNB’s bank subsidiary, subject to the standard waiting period prescribed under the federal banking laws. The Federal Reserve Bank of Cleveland has granted FNB an exemption from its merger application requirement regarding the merger of the banks’ parent companies, Metro Bancorp, Inc., into F.N.B. Corporation.

The proposed merger is subject to the vote of the FNB and Metro shareholders at their respective special shareholders meetings scheduled for January 14, 2016. In addition, the transaction, which remains subject to approval by the Pennsylvania Department of Banking and Securities and the satisfaction of other customary conditions to closing, is expected to be completed on or about February 12, 2016.

Vincent J. Delie, Jr., President and Chief Executive Officer of FNB and First National Bank, said, “We are pleased with the receipt of these important federal regulatory approvals which enables FNB to proceed with the proposed merger with Metro as planned. Our continuous investment in our risk management function, which includes experienced personnel and integrated systems, makes FNB a proven leader in merger integration, and we look forward to welcoming Metro shareholders, clients and employees.”

The respective Boards of Directors of Metro and FNB have previously approved the agreement and Plan of Merger between FNB and Metro. Additionally, as announced on August 4, 2015, shareholders of Metro will receive 2.373 shares of FNB common stock for each common share of Metro. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Metro.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT 
F.N.B. Corporation and Metro Bancorp, Inc. will file a joint proxy statement/prospectus and other relevant documents with the SEC in connection with the merger. 

THE RESPECTIVE SHAREHOLDERS OF F.N.B. CORPORATION AND METRO BANCORP, INC. ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 

The proxy statements/prospectuses and other relevant materials (when they become available), and any other documents F.N.B. Corporation and Metro Bancorp, Inc. have filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317; and free copies of the documents Metro Bancorp, Inc. has filed with the SEC by contacting Investor Relations (Sherry Richart), Metro Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA 17111, telephone: (717) 412-6301.

F.N.B. Corporation and Metro Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of F.N.B. Corporation and Metro Bancorp, Inc. in connection with the proposed merger. Information concerning such participants' ownership of F.N.B. Corporation and Metro Bancorp, Inc. common shares will be set forth in the F.N.B. Corporation and Metro Bancorp, Inc. joint proxy statements/prospectuses relating to the merger when they become available. This communication does not constitute an offer of any securities for sale.

About F.N.B. Corporation
F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in six states, including three major metropolitan areas. It holds a top retail deposit market share in Pittsburgh, PA, Baltimore, MD, and Cleveland, OH. F.N.B. has total pro-forma assets (with the proposed merger of Metro Bancorp, Inc.) of $19.8 billion and more than 300 banking offices throughout Pennsylvania, Maryland, Ohio and West Virginia. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network, which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, international banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.’s wealth management services include asset management, private banking and insurance. F.N.B. also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee. The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s SmallCap 600 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.

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