Material Agreement Form 8 K

On September 9, 2024, Camden National Corporation, a Maine corporation ("Camden"), and Northway Financial, Inc., a New Hampshire corporation ("Northway"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Camden and Northway will merge (the "Merger"), with Camden as the surviving corporation in the Merger. Immediately following the Merger, Camden National Bank, a national banking association and a wholly-owned subsidiary of Camden ("Camden Bank"), and Northway Bank, a New Hampshire state-chartered bank and a wholly-owned subsidiary of Northway, will merge (the "Bank Merger"), with Camden Bank as the surviving bank in the Bank Merger. The Merger Agreement and the transactions contemplated thereby were unanimously approved and adopted by the board of directors of each of Camden and Northway.

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $1.00 per share, of Northway ("Northway Common Stock") outstanding immediately prior to the Effective Time, other than certain shares held by Northway, will be converted into the right to receive 0.83 shares (the "Exchange Ratio") of common stock, no par value per share, of Camden ("Camden Common Stock"). Holders of Northway Common Stock will receive cash in lieu of fractional shares of Camden Common Stock.

At the Effective Time, it is expected that one member of Northway's current Board of Directors will be appointed to the respective Boards of Directors of Camden and Camden Bank.

The Merger Agreement contains customary representations and warranties from both Camden and Northway, and each party has agreed to customary covenants, including, among others, covenants relating to (i) in the case of Northway, the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) Northway's obligations to call a meeting of its shareholders to adopt the Merger Agreement and, subject to certain exceptions, to recommend that its shareholders adopt the Merger Agreement, and (iii) Northway's non-solicitationobligations relating to alternative acquisition proposals. Camden and Northway have also agreed to use their reasonable best efforts to prepare and file all applications, notices and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.

The completion of the Merger is subject to customary conditions, including (i) adoption of the Merger Agreement by Northway shareholders, (ii) receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the New Hampshire Department of Banking, without the imposition of any condition or restriction that would reasonably be expected to have a material adverse effect on the future operation by Camden and its subsidiaries of their business, taken as a whole, after giving effect to the Merger and the Bank Merger, (iii) the absence of any order, decree, injunction or other legal restraint enjoining, prohibiting or materially restricting the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement illegal, (iv) effectiveness of the registration statement on Form S-4for the Camden Common Stock, no stop order suspending the effectiveness of the registration statement, and no proceedings for that purpose initiated or threatened by the Securities and Exchange Commission ("SEC") or any other governmental authority, and (v) authorization for listing on the NASDAQ Stock Market LLC of the shares of Camden Common Stock to be issued in the Merger. Each party's obligation to complete the Merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the Merger Agreement and (c) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The Merger Agreement provides certain termination rights for both Camden and Northway and further provides that a termination fee of approximately $3.19 million will be payable by Northway, upon termination of the Merger Agreement under certain circumstances.

The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive consummation of the Merger and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Camden or Northway, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Camden, Northway, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4that will include a proxy statement of Northway and a prospectus of Camden, as well as in the Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-Kand other filings that Camden makes with the SEC.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.