Chairmans Letter, continued
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the
financial condition, results of operations, business plans and future performance of First Citizens and CIT. Words such as anticipates, believes, estimates, expects, forecasts,
intends, plans, projects, targets, designed, could, may, should, will or other similar words and expressions are intended to identify these
forward-looking statements. These forward-looking statements are based on First Citizens and CITs current expectations and assumptions regarding First Citizens and CITs businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances
and other factors that are difficult to predict. Many possible events or factors could affect First Citizens and/or CITs future financial results and performance and could cause the actual results, performance or achievements of First
Citizens and/or CIT to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, (1) the risk that the cost savings, any revenue synergies and
other anticipated benefits of the proposed merger may not be realized or may take longer than anticipated to be realized, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the
condition of the economy and competitive factors in areas where First Citizens and CIT do business, (2) disruption to the parties businesses as a result of the announcement and pendency of the proposed merger and diversion of
managements attention from ongoing business operations and opportunities, (3) 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 definitive merger
agreement between First Citizens and CIT, (4) the risk that the integration of First Citizens and CITs operations will be materially delayed or will be more costly or difficult than expected or that First Citizens and CIT are
otherwise unable to successfully integrate their businesses, (5) the outcome of any legal proceedings that may be or have been instituted against First Citizens and/or CIT, (6) the failure to obtain required governmental 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 proposed transaction), (7) reputational risk and potential adverse reactions of First Citizens
and/or CITs customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the proposed merger, (8) the failure of any of the closing conditions in the definitive merger
agreement to be satisfied on a timely basis or at all, (9) delays in closing the proposed merger, (10) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors
or events, (11) the dilution caused by First Citizens issuance of additional shares of its capital stock in connection with the proposed merger, (12) general competitive, economic, political and market conditions, (13) other
factors that may affect future results of CIT and/or First Citizens including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer
borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms, and
(14) the impact of the global COVID-19 pandemic on First Citizens and/or CITs businesses, the ability to complete the proposed merger and/or any of the other foregoing risks.
Except to the extent required by applicable law or regulation, each of First Citizens and CIT 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 regarding First Citizens, CIT and factors which could affect the forward-looking statements
contained herein can be found in First Citizens Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and its other filings with the Securities and Exchange Commission (the
SEC), and in CITs Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and its other filings with the SEC.
Important Information about the Merger and Where to Find It
In connection with the proposed merger between First Citizens and CIT, First Citizens filed with the SEC a registration statement on Form S-4 (File No. 333-250131), as amended on December 21, 2020, to register the shares of First Citizens capital stock that will be issued to CITs
stockholders in connection with the proposed transaction. The registration statement includes a joint proxy statement of First Citizens and CIT that also constitutes a prospectus of First Citizens. The registration statement was declared effective
by the SEC on December 23, 2020, and the definitive joint proxy statement/prospectus was mailed to CITs and First Citizens stockholders of record as of the close of business on or about December 30, 2020. First Citizens and CIT
held their respective special meeting of stockholders on February 9, 2021.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 (AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION REGARDING FIRST CITIZENS, CIT, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by First Citizens or CIT through the website
maintained by the SEC at http://www.sec.gov or from First Citizens at its website, www.firstcitizens.com, or from CIT at its website, www.cit.com. Documents filed with the SEC by First Citizens will be available free of charge by accessing the
Newsroom page of First Citizens website at www.firstcitizens.com or, alternatively, by directing a request by telephone or mail to First Citizens BancShares, Inc., Mail Code: FCC-22, PO Box
27131, Raleigh, North Carolina 27611-7131, (919) 716-7000, and documents filed with the SEC by CIT will be available free of charge by accessing CITs website at www.cit.com under the tab About
Us, and then under the heading Investor Relations or, alternatively, by directing a request by telephone or mail to CIT Group Inc., One CIT Drive, Livingston, New Jersey 07039, (866)
542-4847.