Century Bancorp : Merger Agreement (Form 8-K)

Other Events

On April 7, 2021, Century Bancorp, Inc. ('Century'), the holding company of Century Bank and Trust Company, and Eastern Bankshares, Inc. ('Eastern'), the holding company of Eastern Bank, entered into an Agreement and Plan of Merger by and among Eastern, Clarion Acquisition Corp. (the 'Merger Sub'), Century, and Century Bank and Trust Company (the 'Merger Agreement'). Pursuant to the Merger Agreement, Century will merge with and into the Merger Sub, with Century as the surviving entity (the 'Merger'). Immediately after the Merger, Century will merge with and into Eastern, with Eastern as the surviving entity.

In connection with the proposed Merger, Century filed with the Securities and Exchange Commission on June 3, 2021 a definitive proxy statement for Century's special meeting of shareholders to be held on July 7, 2021, to consider matters and transactions relating to the Merger (the 'Proxy Statement').

Since the filing of the Proxy Statement, two purported shareholders of Century sent demand letters (the 'Demand Letters') to Century, alleging that the Proxy Statement omits material information and demanding that Century provide additional disclosures in an amendment or supplement to the Proxy Statement. Century believes that the allegations in the Demand Letters are meritless and no additional disclosure is required in the Proxy Statement. However, in order to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Merger, Century hereby voluntarily amends and supplements the Proxy Statement with the supplemental disclosures (the 'Supplemental Disclosures') set forth below in this Current Report on Form 8-K(this 'Report'). Century and the Century board of directors deny any liability or wrongdoing in connection with the Proxy Statement, and nothing in this Report should be construed as an admission of the legal necessity or materiality under applicable laws of any of the Supplemental Disclosures.

SUPPLEMENTAL DISCLOSURES TO THE PROXY STATEMENT

The Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety and is available free of charge on the SEC's Internet site (http://www.sec.gov). Page number references below are to page numbers in the Proxy Statement, and capitalized terms used but not defined herein have the meanings set forth in the Proxy Statement. To the extent the information in the Supplemental Disclosures differs from or conflicts with the information contained in the Proxy Statement, the information set forth in the Supplemental Disclosures shall be deemed to supersede the respective information in the Proxy Statement. New text is underlined, and deleted text is stricken through.

The disclosure on page 19 of the Proxy Statement is hereby supplemented by amending and restating the fifth full paragraph as follows:

On February 22 and 23, 2021, Century and Goodwin negotiated the terms of non-disclosureagreements with each of Eastern and Company A, each of which included a one-year'don't-ask,don't waive'standstill provision and customary obligations to preserve the confidentiality of information provided by Century. The non-disclosureagreements were executed on February 23, 2021. Eastern and Company A were then granted access to an electronic data room, which included a confidential information memorandum requesting a non-bindingexpression of interest no later than March 9, 2021.

The disclosure on page 20 of the Proxy Statement is hereby supplemented by amending and restating the first full paragraph as follows:

On March 16, 2021, Century executed the non-bindingexpression of interest with Eastern and entered into an exclusivity agreement with Eastern. The exclusivity agreement provided that for a period of 30 days, Century agreed to negotiate exclusively with Eastern and not to solicit or take any other action designed to facilitate, or that could reasonably be expected to result in, a business combination or sale of substantially all of Century's assets. Neither the non-bindingexpression of interest submitted by Eastern on March 8, 2021 nor the executed expression

of interest on March16, 2021, included a proposal by Eastern to enter into continuing employment arrangements with any of Century's senior officers in the combined company other than the change in control agreements detailed in the section of this proxy statement titled 'Interests of Century Directors and Executive Officers in the Merger - Change in Control Agreements.'

The disclosure on pages 27 and 28 of the Proxy Statement under the heading 'Comparable Company Analyses' is hereby supplemented by amending and restating the following:

Piper Sandler used publicly available information to compare selected financial information for Century with a group of financial institutions selected by Piper Sandler based on its experience and professional judgment. The Century peer group included major exchange-traded (NYSE, NYSEAM, and NASDAQ) banks and thrifts headquartered in the New England region with total assets between $1B and $10B, but excluded targets of announced merger transactions and New England banks with differentiated business models (the 'Century Peer Group'). The Century Peer Group consisted of the following companies identified in the table below.

The analysis compared publicly available financial information for Century with corresponding data for the Century Peer Group as of or for the year ended December 31, 2020 (unless otherwise noted) with pricing data as of April 5, 2021. The table below sets forth the data for Century, the Century Peer Group,and the median, mean, low and high data for the Century Peer Group.

Century Comparable Company Analysis

Company		Total assets ($mm)			Loans / Deposits (%)			Non- performing Assets¹ / Total Assets (%)²			Tangible common equity/ Tangible assets (%)			Tier 1 Leverage Ratio (%)³			Total RBC Ratio (%)4			CRE / Total RBC Ratio (%)5			LTM Return on average assets (%)			LTM Return on average equity (%)			LTM Net interest margin (%)			LTM Efficiency ratio (%)			Price/ Tangible book value (%)			Price /LTM Earnings per share (x)			Price/ 2021 Estimated earnings per share (x)6			Current Dividend Yield (%)			Market value ($mm)
Century Bancorp, Inc.			6,359				54.9				0.10				5.78				6.64				13.43				27.9				0.70				11.96				2.00				55.16				143				12.4				12.0				0.8				525
Brookline Bancorp, Inc.			8,942				105.2				0.63				8.86				8.92				13.51				344.2				0.55				5.09				3.17				56.35				154				25.3				14.5				3.0				1,187
Meridian Bancorp, Inc.			6,620				108.5				0.07				11.32				11.60				-				472.4				1.01				8.76				3.12				46.17				132				14.6				12.6				2.1				944
Washington Trust Bancorp, Inc.			5,713				95.8				0.46				8.22				8.95				13.51				308.8				1.22				13.54				2.40				54.37				195				13.1				14.3				4.0				907
Camden National Corporation			4,899				80.4				0.22				8.99				9.13				15.40				217.1				1.23				11.81				3.09				52.20				168				12.3				13.5				3.0				726
HarborOne Bancorp, Inc.			4,484				99.7				1.03				14.11				14.48				19.94				206.3				1.05				6.55				3.06				63.61				127				16.9				14.3				1.4				733
Enterprise Bancorp, Inc.			4,014				86.6				1.20				8.20				7.52				14.62				269.3				0.82				9.95				3.59				62.76				120				12.5				-				2.2				391
Cambridge Bancorp			3,949				92.7				0.26				8.91				8.89				13.93				317.8				0.91				9.09				3.65				56.23				169				16.9				12.7				2.6				590
Bar Harbor Bankshares, Inc.			3,726				88.2				0.33				7.90				8.12				13.56				243.3				0.88				8.17				3.09				60.54				160				14.0				-				2.9				456
Hingham Institution for Savings			2,857				117.5				0.31				10.25				10.59				13.75				427.3				1.88				18.96				3.22				24.87				210				12.4				-				0.7				616
Western New England Bancorp, Inc.			2,366				94.6				0.75				8.99				9.34				14.65				261.3				0.48				4.86				2.95				68.84				101				18.7				14.1				2.4				207
The First Bancorp, Inc.			2,361				80.1				0.72				8.27				8.49				14.82				147.1				1.21				12.35				2.94				49.82				167				11.8				-				4.2				322
Bankwell Financial Group, Inc.			2,254				88.8				1.82				7.73				8.34				13.30				494.1				0.28				3.35				2.77				66.91				125				NM				11.6				2.0				215
Provident Bancorp, Inc.			1,506				107.7				1.80	1			15.66				12.37				14.60				130.4				0.89				5.05				4.23				57.92				120				22.4				23.1				0.8				253
Salisbury Bancorp, Inc.			1,294				92.2				0.92				8.62				8.90				13.57				181.8				0.96				9.99				3.29				59.40				115				10.6				9.6				2.6				125
Union Bankshares, Inc.			1,094				77.5				0.44				7.20				7.31				13.87				335.2				1.33				16.87				3.54				62.64				174				10.7				-				4.3				137
High			8,942				117.5				1.82				15.66				14.48				19.94				494.1				1.88				18.96				4.23				68.84				210				25.3				23.1				4.3				1,187
Mean			3,739				94.4				0.73				9.55				9.53				14.50				290.4				0.98				9.63				3.21				56.18				149				15.2				14.0				2.6				521
Median			3,726				92.7				0.63				8.86				8.92				13.90				269.3				0.96				9.09				3.12				57.92				154				13.6				13.8				2.6				456
Low			1,094				77.5				0.07				7.20				7.31				13.30				130.4				0.28				3.35				2.40				24.87				101				10.6				9.6				0.7				125

1	Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned.

2	Bank level financial data shown for Provident Bancorp, Inc.

3	Bank level financial data shown for Provident Bancorp, Inc. and Salisbury Bancorp, Inc.

4	Bank level financial data shown for Provident Bancorp, Inc. and Salisbury Bancorp, Inc.; financial data not released at the holding company for Meridian Bancorp, Inc.

5	Bank level financial data shown for Western New England Bancorp, Inc., The First Bancorp, Inc., Bankwell Financial Group, Inc., Provident Bancorp, Inc., Salisbury Bancorp, Inc., and Union Bankshares, Inc.

6	As provided by Century senior management for Century; Peer projected earnings per share data reflects median street consensus estimates per S&P Global Market Intelligence.

The disclosure on pages 28 and 29 of the Proxy Statement under the heading 'Analysis of Precedent Transactions' is hereby supplemented by amending and restating the following:

Piper Sandler reviewed two groups of selected merger and acquisition transactions, including a regional and nationwide group, based on its experience and professional judgment. The regional group consisted of bank and thrift transactions announced between January 1, 2018 and April 5, 2021 where the target was headquartered in New England and had total assets between $500 million and $10 billion at announcement but excluded Merger of Equals transactions (the 'Regional Precedent Transactions'). The nationwide group consisted of nationwide bank and thrift transactions announced between January 1, 2019 and April 5, 2021 where the target's total assets were between $2 billion and $10 billion at announcement, but excluded Merger of Equals transactions and transactions with acquirers or targets not headquartered in the continental United States (the 'Nationwide Precedent Transactions').

Regional Precedent Transactions

Acquiror Company		Target Company		Deal Value ($M)			Transaction Price / LTM Earnings Per Share (x)			Transaction Price / Estimated Earnings Per Share (x)1			Transaction Price / Tangible Book Value Per Share (%)			Tangible Book Value Premium to Core Deposits (%)			1-Day Market Premium (%)
Eastern		Century			642				15.2				14.6				175				5.5				22.2
SVB Financial Group		Boston Private Financial Holdings, Inc.			943				21.5				27.1				115				2.2				29.5
LendingClub Corporation		Radius Bancorp, Inc.			188				35.4				-				179				9.4				-
Cambridge Bancorp		Wellesley Bancorp, Inc.			121				17.4				-				159				8.1				37.0
Centreville Bank		PB Bancorp, Inc.			116				25.4				-				145				11.4				33.2
People's United Financial, Inc.		United Financial Bancorp, Inc.			754				13.2				14.7				125				4.4				4.5
Berkshire Hills Bancorp, Inc.		SI Financial Group, Inc.			182				27.3				-				118				2.6				13.2
Cambridge Bancorp		Optima Bank & Trust Company			65				28.5				-				198				10.0				-
People's United Financial, Inc.		BSB Bancorp, Inc.			317				14.9				-				160				7.3				20.7
Independent Bank Corp.		Blue Hills Bancorp, Inc.			725				35.0				25.2				178				19.2				12.0
People's United Financial, Inc.		First Connecticut Bancorp, Inc			552				29.9				19.4				187				13.0				24.3
HarborOne Bancorp, Inc.		Coastway Bancorp, Inc.			124				44.1				-				174				13.8				27.0
	High			943				44.1				27.1				198				19.2				37.0
	Mean			372				26.6				21.6				158				9.2				22.4
	Median			188				27.3				22.3				160				9.4				24.3
	Low			65				13.2				14.7				115				2.2				4.5

Nationwide Precedent Transactions

Acquiror Company		Target Company		Deal Value ($M)			Transaction Price / LTM Earnings Per Share (x)			Transaction Price / Estimated Earnings Per Share (x)1			Transaction Price / Tangible Book Value Per Share (%)			Tangible Book Value Premium to Core Deposits (%)			1-Day Market Premium (%)
Eastern		Century			642				15.2				14.6				175				5.5				22.2
WSFS Financial Corporation		Bryn Mawr Bank Corporation			990				29.8				17.8				229				13.6				14.2
SVB Financial Group		Boston Private Financial Holdings, Inc.			943				21.5				27.1				115				2.2				29.5
Provident Financial Services, Inc.		SB One Bancorp			212				9.2				8.8				121				3.3				23.4
Pacific Premier Bancorp, Inc.		Opus Bank			1,031				16.6				16.2				141				5.1				0.7
FB Financial Corporation		Franklin Financial Network, Inc.			588				40.3				-				149				7.0				14.5
United Bankshares, Inc.		Carolina Financial Corporation			1,119				16.3				15.2				207				27.5				15.7
Northwest Bancshares, Inc.		MutualFirst Financial, Inc.			362				16.0				15.9				178				12.6				25.7
Sandy Spring Bancorp, Inc.		Revere Bank			461				14.8				14.1				173				12.9				27.9
CIT Group Inc.		Mutual of Omaha Bank			1,000				10.9				-				125				3.2				-
Simmons First National Corporation.		Landrum Company			447				14.3				-				181				8.4				-
WesBanco, Inc.		Old Line Bancshares, Inc.			497				14.0				13.6				177				12.5				12.7
People's United Financial, Inc.		United Financial Bancorp, Inc.			754				13.2				14.7				125				4.4				4.5
Valley National Bancorp		Oritani Financial Corp.			735				13.7				14.2				138				9.7				0.5
Prosperity Bancshares		LegacyTexas Financial Group			2,057				12.7				13.3				216				20.8				9.3
	High			2,057				40.3				27.1				229				27.5				29.5
	Mean			800				17.4				15.5				163				10.2				14.9
	Median			744				14.6				14.7				161				9.0				14.3
	Low			212				9.2				8.8				115				2.2				0.5

1	As provided by Century senior management for Century; Peer projected earnings per share data reflects median street consensus estimates per S&P Global Market Intelligence.

Using the latest publicly available information prior to the announcement of the relevant transactions, Piper Sandler reviewed the following transaction metrics: deal value, transaction price to last-twelve-months earnings per share, transaction price to estimated earnings per share, transaction price to tangible book value per share, core deposit premium, and one-daymarket premium for the Regional Precedent Transactions group as well as the Nationwide Precedent Transaction group. Piper Sandler compared the indicated transaction metrics for the transaction to the median, mean, low and high metrics of the Regional Precedent Transactions group as well as to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

The disclosure on page 29 of the Proxy Statement under the heading 'Net Present Value Analyses' is hereby supplemented by amending and the following:

Piper Sandler performed an analysis that estimated the net present value of Century common stock assuming Century performed in accordance with certain internal financial projections for the year ending December 31, 2021, as well as annual long-term earnings per share and balance sheet growth rates for the years ending December 31, 2022 through December 31, 2025 and estimated dividends per share for Class A Common Stock and

Class B Common Stock for the years ending December 31, 2021 through December 31, 2025, as provided by the senior management of Century. To approximate the terminal value of a share of Century common stock at December 31, 2025, Piper Sandler applied price to 2025 earnings multiples ranging from 10.0x to 17.5x and multiples of 2025 tangible book value ranging from 110% to 185% based on Piper Sandler's professional judgment and experience. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Century common stock. As illustrated in the following tables, using stock price as of April5, 2021 and approximately 5,568,000 of shares outstanding in 2025, the analysis indicated an imputed range of values per share of Century common stock of $56.16 to $110.50 when applying multiples of earnings and $66.30 to $125.78 when applying multiples of tangible book value.

The disclosure on page 30 of the Proxy Statement is hereby supplemented by amending and restating the second full paragraph as follows:

Piper Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results. The following table describes the discount rate calculation prepared by Piper Sandler for Century common stock. In its normal course of business, Piper Sandler employs the Duff & Phelps Cost of Capital Navigator in determining an appropriate discount rate in which the discount rate equals the sum of the risk free rate, the equity risk premium, the size premium and the industry premium.

Risk Free Rate		1.70%		Per Duff & Phelps Normalized Rate
Equity Risk Premium		7.15%		Per Duff & Phelps Cost of Capital Navigator
Size Premium		1.42%		Per Duff & Phelps Cost of Capital Navigator
Industry Premium		1.29%		Per Duff & Phelps Cost of Capital Navigator
Discount Rate		11.56%

Important Information About the Merger and Where to Find It

A full description of the terms of the Merger is provided in the Proxy Statement. Century urges its investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed with the SEC because these documents will contain important information about Century, Eastern and the Merger. The Proxy Statement was mailed on or about June 8, 2021 to Century shareholders of record as of the close of business on May 27, 2021. A free copy of the Proxy Statement, as well as other filings containing information about Century and Eastern, when they become available, may be obtained at the SEC's Internet site (http://www.sec.gov). Copies of the Proxy Statement may also be obtained, free of charge, from Century's website at https://investors.centurybank.com/, or by contacting Century's Investor Relations at 400 Mystic Avenue, Medford, MA, Attention: William P. Hornby, Telephone: [phone].

Certain Information Regarding Participants

Century and Eastern and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies of Century shareholders in connection with the proposed transaction. You can find information about Century's executive officers and directors in the materials filed by Century with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained, with respect to Century, by reading the Proxy Statement filed by Century with the SEC on June 3, 2021, the Annual Report on Form 10-Kfiled by Century with the SEC on March 10, 2021, and other relevant documents regarding the proposed merger to be filed with the SEC and, with respect to Eastern, by reading Eastern's proxy statement for its 2021 annual meeting of shareholders filed by Eastern with the SEC on April 1, 2021 and other relevant documents regarding the proposed merger to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.