Forward-Looking Statements
This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any
statements about Camden Nationals beliefs, plans, strategies, predictions, forecasts, objectives, intentions, assumptions or expectations are not historical facts and may be forward-looking. These include, but are not limited to, statements
regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; Camden Nationals estimates of future costs and benefits of the actions it may take; Camden Nationals
assessments of probable losses on loans; Camden Nationals assessments of interest rate and other market risks; Camden Nationals ability to achieve its financial and other strategic goals; the expected timing of completion of the proposed
transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.
Forward-looking statements are often, but not always, identified by such words as believe, expect, anticipate,
can, could, may, predict, potential, intend, outlook, estimate, forecast, project, should, will, and
other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which may change over time.
Because
forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which
are beyond the control of Camden National and Northway. Such statements are based upon the current beliefs and expectations of the management of Camden National and Northway and are subject to significant risks and uncertainties outside of the
control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the reaction to the transaction of the
companies customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might
be less than projected; the requisite stockholder and regulatory approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with Camden Nationals and Northways respective businesses,
customers, borrowings, repayment, investment, and deposit practices; general economic conditions, either nationally or in the market areas in which Camden National and Northway operate or anticipate doing business, are less favorable than expected;
new regulatory or legal requirements or obligations; and other risks. Certain risks and important factors that could affect Camden Nationals future results are identified in its Annual Report on Form
10-K for the year ended December 31, 2023 and other reports filed with the Securities and Exchange Commission, including among other things under the heading Risk Factors in such Annual Report
on Form 10-K. These risks and uncertainties are not exhaustive. Other sections of such reports describe additional factors that could affect Camden Nationals business and financial performance. Any
forward-looking statement speaks only as of the date on which it is made, and Camden National undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made,
to reflect new information or the occurrence of unanticipated events, or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving Camden National and Northway. Camden National intends to file a
registration statement on Form S 4 with the SEC, which will include a proxy statement of Northway and a prospectus of Camden National, and Camden National will file other documents regarding the proposed transaction with the SEC. A definitive proxy
statement/prospectus will also be sent to Northway stockholders seeking the required stockholder approval of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NORTHWAY ARE URGED TO CAREFULLY
READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
documents filed by Camden National with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, the documents filed by Camden National may be obtained free of charge under the Investor Relations
section of Camden Nationals website at http://www.camdennational.bank. Alternatively, these documents, when available, can be obtained free of charge from Camden National upon written request to Camden National Corporation, Attn: Corporate
Secretary, 2 Elm Street, Camden, Maine 04843.
Participants in Solicitation
Camden National, Northway, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction under the rules of the SEC. Information regarding Camden Nationals directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 5, 2024, and
certain other documents filed by Camden National with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.