TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT M&T,
PEOPLES UNITED AND THE PROPOSED TRANSACTION. Investors will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing
information about M&T and Peoples United, without charge, at the SECs website (http://www.sec.gov). Copies of the registration statement, including 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 Investor Relations, M&T Bank Corporation, One M&T Plaza, Buffalo, New York 14203, telephone (716) 635-4000, or Steven Bodakowski, Peoples United Financial, Inc., 850 Main Street, Bridgeport, Connecticut 06604, telephone (203) 338-4202.
Participants in the Solicitation
M&T,
Peoples United and certain of their respective directors, executive officers and employees 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
M&Ts directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 8, 2021, and certain of its Current Reports on Form 8-K. Information
regarding Peoples Uniteds directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 6, 2020, and certain of its Current Reports on Form
8-K. 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 joint 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.
Forward-Looking Statements
This communication
includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are based on current expectations, estimates and projections about M&Ts and Peoples Uniteds businesses, beliefs of M&Ts and Peoples Uniteds management and assumptions
made by M&Ts and Peoples Uniteds management. Any statement that does not describe historical or current facts is a forward-looking statement, including statements regarding the expected timing, completion and effects of the
proposed transactions and M&Ts and Peoples Uniteds expected financial results, prospects, targets, goals and outlook. Forward-looking statements are typically identified by words such as believe, expect,
anticipate, intend, target, estimate, continue, positions, prospects or potential, by future conditional verbs such as will,
would, should, could, or may, or by variations of such words or by similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and
assumptions (Future Factors) which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.
Future Factors include, among others: 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 M&T and Peoples United; the outcome of any legal proceedings that may be instituted against M&T or Peoples United; the possibility that the proposed transaction will
not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not
anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; the possibility that the anticipated benefits of the
transaction will not be 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
M&T and Peoples United do business; certain restrictions during the pendency of the merger that may impact the parties ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction
may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of managements 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; M&Ts and Peoples Uniteds success in executing their respective business plans and strategies and managing the
risks involved in the foregoing; and other factors that may affect future results of M&T and Peoples United; the business, economic and political conditions in the markets in which the parties operate; the risk that the proposed
combination and its announcement could have an