ABOUT INDEPENDENT BANK CORP.
Independent Bank Corp. (NASDAQ Global Select Market: INDB) is the holding company for Rockland Trust Company, a full-service commercial bank headquartered in Massachusetts. Rockland Trust was named to The Boston Globe's "Top Places to Work" 2020 list, an honor earned for the 12th consecutive year. In 2020, Rockland Trust was ranked the #1 Bank in Massachusetts according to Forbes World's Best Banks list. Rockland Trust has a longstanding commitment to equity and inclusion. This commitment is underscored by initiatives such as Diversity and Inclusion leadership training, a colleague Allyship mentoring program, numerous Employee Resource Groups focused on providing colleague support and education, reinforcing a culture of mutual respect and advancing professional development, and Rockland Trust’s sponsorship of diverse community organizations through charitable giving and employee-based volunteerism. Rockland Trust is deeply committed to the communities it serves, as reflected in the overall "Outstanding" rating received in its most recent Community Reinvestment Act performance evaluation. Rockland Trust offers a wide range of banking, investment, and insurance services. The Bank serves businesses and individuals through approximately 100 retail branches, commercial and residential lending centers, and investment management offices in eastern Massachusetts, including Greater Boston, the South Shore, Cape Cod and Islands, Worcester County, and Rhode Island. Rockland Trust also offers a full suite of mobile, online, and telephone banking services. Rockland Trust is an FDIC member and an Equal Housing Lender. To find out why Rockland Trust is the bank "Where Each Relationship Matters®," please visit RocklandTrust.com.
ABOUT MERIDIAN BANCORP, INC.
Meridian Bancorp, Inc. (NASDAQ Global Select Market: EBSB) is the holding company for East
Boston Savings Bank. East Boston Savings Bank, a Massachusetts-chartered stock savings bank founded
in 1848, operates 43 branches in the greater Boston metropolitan area, including 42 full-service locations
and one mobile branch. East Boston Savings Bank offers a variety of deposit and loan products to
individuals and businesses located in its primary market, which consists of Essex, Middlesex, Norfolk and
Suffolk Counties, Massachusetts.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain forward-looking statements, including, but not limited to, certain
plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the
plans, objectives, expectations and intentions of Independent and Meridian, the expected timing of
completion of the transaction, and other statements that are not historical facts. Such statements are subject
to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current
facts, including statements about beliefs and expectations, are forward-looking statements. Forwardlooking
statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan,
target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would,
could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor
provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934,
and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below
are certain factors which could cause actual results to differ materially from those contained or implied in
the forward-looking statements: changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial
market conditions and the business, results of operations, and financial condition of Independent and
Meridian; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal
Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates;
reform of LIBOR; increased competition in the markets of Independent and Meridian; success, impact, and
timing of business strategies of Independent and Meridian; the nature, extent, timing, and results of
governmental actions, examinations, reviews, reforms, regulations, and interpretations; 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 transaction); the failure
to obtain shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis
or at all or other delays in completing the transaction; 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;
the outcome of any legal proceedings that may be instituted against Independent or Meridian; the possibility
that the anticipated benefits of the transaction 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 Independent and Meridian do business; the
possibility that the transaction 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 transaction; the dilution caused by Independent’s
issuance of additional shares of its capital stock in connection with the transaction; and other factors that
may affect the future results of Independent and Meridian. Additional factors that could cause results to
differ materially from those described above can be found in Independent’s Annual Report on Form 10-K
for the year ended December 31, 2020 and in its subsequent Quarterly Reports on Form 10-Q, including in
the respective Risk Factors sections of such reports, as well as in subsequent SEC filings, each of which is
on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations”
section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in other
documents Independent files with the SEC, and in Meridian’s Annual Report on Form 10-K for the year
ended December 31, 2020 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective
Risk Factors sections of such reports, as well as in subsequent SEC filings, each of which is on file with
and available in the “Investor Relations” section of Meridian’s website, www.ebsb.com, under the heading
“SEC Filings” and in other documents Meridian files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information
available at that time. Neither Independent and Meridian assumes any obligation to update forward-looking
statements to reflect circumstances or events that occur after the date the forward-looking statements were
made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As
forward-looking statements involve significant risks and uncertainties, caution should be exercised against
placing undue reliance on such statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Independent will file with the SEC a Registration
Statement on Form S-4 that will include a Joint Proxy Statement of Independent and Meridian and a
Prospectus of Independent, as well as other relevant documents concerning the proposed transaction. The
proposed transaction involving Independent and Meridian will be submitted to Independent’s shareholders
and Meridian’s stockholders for their consideration. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND
SHAREHOLDERS OF INDEPENDENT AND MERIDIAN ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION 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. A copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Independent and Meridian, can be obtained without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Independent Investor Relations, 288 Union Street, Rockland, Massachusetts 02370, telephone (781) 982-6737.
PARTICIPANTS IN THE SOLICITATION
Independent, Meridian, and certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders of Independent and/or
Meridian in connection with the proposed transaction under the rules of the SEC. Information regarding
Independent’s directors and executive officers is available in its definitive proxy statement relating to its
2021 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2021, and its Annual
Report on Form 10-K for the year ended December 31, 2020, which was filed with the Commission on
February 26, 2021, and other documents filed by Independent with the SEC. Information regarding
Meridian’s directors and executive officers is available in its definitive proxy statement relating to its 2021
Annual Meeting of Shareholders, which was filed with the SEC on April 9, 2021, and its Annual Report on
Form 10-K for the year ended December 31, 2020, which was filed with the Commission on March 1, 2021
and other documents filed by Meridian with the SEC. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC,
which may be obtained free of charge as described in the preceding paragraph.
