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August 22, 2019 Dear Member: on Behalf of the Board of Directors And

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August 22, 2019 Dear Member: on Behalf of the Board of Directors And August 22, 2019 Dear Member: On behalf of the Board of Directors and Management of Middlesex Federal Savings, F.A. (the “Bank”), we cordially invite you to a special meeting of the members of the Bank to be held at 3:30 p.m., Eastern Time, at the main office of the Bank, One College Avenue, Somerville, Massachusetts 02144, on Friday, October 4, 2019 (the “Special Meeting”). The Special Meeting is being held to consider a Plan of Reorganization (the “Plan”), whereby the Bank would convert its form of organization to that of a mutual holding company. The Board of Directors of the Bank believes that the Plan is in the best interests of the Bank, and urges you to vote FOR the proposal. For a discussion of the reasons why the Board of Directors recommends that you vote FOR the proposal, please refer to the enclosed Proxy Statement. As described in more detail in the enclosed Proxy Statement, pursuant to the Plan, the Bank will reorganize from a federally-chartered mutual savings association to a federally-chartered mutual holding company (the “Mutual Holding Company”) that will own all of the outstanding capital stock of a federally-chartered stock savings association (the “Resulting Association”). After consummation of this reorganization (the “Reorganization”), the Resulting Association will continue to be named “Middlesex Federal Savings, F.A.” The Reorganization will not affect any deposit accounts or borrower relationships that any member has with the Bank. As part of the Plan, all deposit accounts at the Bank will automatically become deposit accounts at the Resulting Association, and will continue to be insured up to the maximum legal limit by the Federal Deposit Insurance Corporation. The membership rights of depositors and borrowers of the Bank shall be maintained in the Mutual Holding Company, which will be a mutual organization. The Reorganization will create a mutual holding company and a stock financial institution, which is the form of ownership utilized by many commercial banks and an increasing number of thrift institutions. This form of organization will provide the Resulting Association with greater flexibility to structure and finance the expansion of its operations, including through broader debt financing and investment opportunities and the potential acquisition of or affiliation with other financial institutions. The Reorganization is therefore expected to enable the Resulting Association to compete more effectively while still remaining a mutual, independent community financial institution. The Bank does not currently have any specific plans with respect to debt financing or acquisition of or affiliation with other financial institutions. The enclosed Proxy Statement contains a more detailed discussion of the matters addressed in this letter. We urge you to read the Proxy Statement carefully. To proceed with the Reorganization, the Plan must be approved by the affirmative vote of at least a majority of the total votes of the Bank’s members eligible to be cast at the Special Meeting. The members who will be entitled to vote at the Special Meeting will be those members of the Bank as of August 13, 2019. Voting by proxy is permitted. The Bank’s Board of Directors unanimously recommends that you vote FOR the Plan. Your vote is very important because not voting has the same effect as a vote AGAINST the Plan and the Reorganization. Sincerely, John R. Wiseman President and Chief Executive Officer Middlesex Federal Savings, F.A. One College Avenue Somerville, Massachusetts 02144 (617) 666-4700 NOTICE OF SPECIAL MEETING OF MEMBERS To Be Held On October 4, 2019 NOTICE IS HEREBY GIVEN that a special meeting of members (the “Special Meeting”) of Middlesex Federal Savings, F.A. (the “Bank”) will be held at 3:30 p.m., Eastern Time, at the main office of the Bank, One College Avenue, Somerville, Massachusetts 02144, on Friday, October 4, 2019. A Proxy Statement relating to the Special Meeting is enclosed. The Special Meeting is for the purpose of considering and acting upon: The approval of a Plan of Reorganization (the “Plan”) pursuant to which the Bank will be reorganized into the mutual holding company structure (the “Reorganization”). As part of the Plan, the Bank will become a federally-chartered mutual holding company named Middlesex Federal M.H.C. (the “Mutual Holding Company”) that will wholly own a federally-chartered stock savings association named Middlesex Federal Savings, F.A. (the “Resulting Association”); and [THIS PAGE INTENTIONALLY LEFT BLANK] such other business incidental to the conduct of the Special Meeting as may properly come before the Special Meeting, or any adjournment thereof. The Board of Directors is not aware of any such other matters. The Bank has fixed August 13, 2019 (the “Voting Record Date”) as the record date for the determination of members entitled to notice of and to vote at the Special Meeting and at any adjournment thereof. All of the Bank’s members as of the Voting Record Date will be entitled to vote at the Special Meeting. Action may be taken on the foregoing proposal at the Special Meeting on the date specified above or on any date or dates to which, by original or later adjournment, the Special Meeting may be adjourned. The enclosed Proxy Statement provides a summary of information about the Bank and the Reorganization. Upon written request, by means of a postage-page postcard or other written communication, addressed to the Secretary of the Bank at the address given above, the Bank will furnish to members a copy of the Plan and exhibits thereto, including the charter and bylaws of the Mutual Holding Company and the Resulting Association. To assure timely receipt of the Plan and exhibits thereto, the request should be received by the Bank by September 20, 2019. You are requested to complete, sign and return the enclosed proxy card(s) promptly in the enclosed envelope. The proxy, which is being solicited by the Board of Directors, will not be used if you attend and vote at the Special Meeting. Your Board of Directors unanimously recommends that you vote FOR approval of the Plan. Your vote is very important. NOT VOTING HAS THE SAME EFFECT AS A VOTE AGAINST THE PLAN. Please call the Bank’s information agent at 1-888-742-1305 if you have questions regarding the Reorganization. BY ORDER OF THE BOARD OF DIRECTORS Daniel R. Wiseman Secretary Somerville, Massachusetts Proxy Statement of August 22, 2019 Middlesex Federal Savings, F.A. One College Avenue THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE THE ENCLOSED PROXY Somerville, Massachusetts 02144 CARD(S) IN FAVOR OF THE ADOPTION OF THE PLAN BY REGISTERING YOUR VOTE VIA TELEPHONE, THE INTERNET, IN-BRANCH OR RETURNING THE CARD(S) PROMPTLY IN THE SPECIAL MEETING OF MEMBERS ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ATTEND THE SPECIAL MEETING. To Be Held On October 4, 2019 INTRODUCTION This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors of Middlesex Federal Savings, F.A. (the “Bank”) to be voted at the Special Meeting of Members of the Bank (the “Special Meeting”) to be held at 3:30 p.m., Eastern Time, at the main office of the Bank, One College Avenue, Somerville, Massachusetts 02144, on Friday, October 4, 2019, and at any adjournments thereof. The Special Meeting is being held to consider and vote upon a Plan of Reorganization (the “Plan”). Pursuant to the Plan, the Bank will reorganize into a mutual holding company structure (the “Reorganization”) whereby it will become a federally-chartered mutual holding company named Middlesex Federal M.H.C. (the “Mutual Holding Company”) that will wholly own a federally-chartered stock savings association named Middlesex Federal Savings, F.A. (the “Resulting Association”). The Resulting Association will continue to be named “Middlesex Federal Savings, F.A.” and will succeed to the operations of the Bank. The Plan was approved unanimously by the directors of the Bank, and must be approved by the affirmative vote of a majority of the eligible votes of members. A vote in favor of the Plan includes a vote in favor of the charters and bylaws of the Resulting Association and the Mutual Holding Company. References to the “Bank” include Middlesex Federal Savings, F.A. in its pre-Reorganization mutual form or in the post-Reorganization stock form, as indicated by the context. References to the “Resulting Association” mean the Bank in post-Reorganization stock form. VOTE REQUIRED FOR APPROVAL August 13, 2019 (the “Voting Record Date”) is the date for determining which members are entitled to notice of and to vote at the Special Meeting. All of the Bank’s members as of the close of business on the Voting Record Date will be entitled to vote at the Special Meeting or any adjournment thereof. Any number of members present at the Special Meeting will constitute a quorum. The Plan must be approved by the affirmative vote of at least a majority of the total votes eligible to be cast by members as of the Voting Record Date. Each member that is a holder of a savings account will be permitted to cast one vote for each $100, or fraction thereof, of the aggregate withdrawable value of such member’s account(s) as of the Voting Record Date. Each member that is a borrower will be permitted to cast one vote, and to cast the number of votes he may be entitled to as holder of a savings account. No member may cast more than 50 votes. According to the records of the Bank, there were 206,218 votes eligible to be cast by members as of the Voting Record Date.
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