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First Bancorp Inc ME

For the period ended Apr 24, 2024. Filed Mar 8, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2024 · Filed Mar 8, 2024

FNLC$36.41-0.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

APPENDIX

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Appendix

Certain information in this Proxy contains financial information determined by methods other than in accordance with GAAP. Management uses these “non-GAAP” measures in its analysis of the Company’s performance (including for purposes of determining the compensation of certain executive officers and other Company employees) and believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods and with other financial institutions, as well as demonstrating the effects of significant gains and charges in the current period, in light of the disclosure practices employed by many other publicly-traded financial institutions. The Company believes that a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance.

Management believes that investors may use these non-GAAP financial measures to analyze financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non- GAAP performance measures that may be presented by other companies.

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Efficiency Ratio: The Company presents its efficiency ratio using non-GAAP information which is most commonly used by financial institutions. The GAAP-based efficiency ratio is noninterest expenses divided by net interest income plus noninterest income from the Consolidated Statements of Income and Comprehensive Income. The non-GAAP efficiency

ratio excludes securities losses from noninterest expenses, excludes securities gains from noninterest income, and adds the tax-equivalent adjustment to net interest income. The following table provides a reconciliation between the GAAP and non-GAAP efficiency ratio:

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​ · ​ · ​ · ​ · Years ended December 31, · ​
​ · Dollars in thousands · ​ · ​ · 2023 · ​ · ​ · 2022 · ​
​Non-interest expense, as presented​​​$43,758​​​​$43,904​​
​Net interest income, as presented​​​​65,207​​​​​76,166​​
​Effect of tax-exempt income​​​​2,644​​​​​2,326​​
​Non-interest income, as presented​​​​15,437​​​​​16,874​​
​Effect of non-interest tax-exempt income​​​​176​​​​​170​​
​Net securities gains​​​​0​​​​​(7)​​
​Adjusted net interest income plus non-interest income​​​$83,464​​​​$95,529​​
​Non-GAAP efficiency ratio​​​​52.42%​​​​​45.95%​​
​GAAP efficiency ratio​​​​54.26%​​​​​47.19%​​

Average Tangible Common Equity: The Company presents certain information based upon average tangible common shareholders’ equity instead of total average shareholders’ equity. The difference between these two measures is the Company’s intangible assets, specifically goodwill from prior acquisitions. Management, banking regulators and many stock analysts use the tangible common equity ratio and the tangible book value per common share in conjunction with more

traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, typically stemming from the use of the purchase accounting method in accounting for mergers and acquisitions. The following table provides a reconciliation of average tangible common shareholders’ equity to the Company’s consolidated financial statements, which have been prepared in accordance with GAAP:

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​The First Bancorp, Inc.​​2024 Proxy Statement​​53​
​ · ​ · ​ · ​ · Years ended December 31, · ​
​ · Dollars in thousands · ​ · ​ · 2023 · ​ · ​ · 2022 · ​
​Average shareholders’ equity as presented​​​$234,480​​​​$234,521​​
​Less preferred stock (average)​​​​0​​​​​0​​
​Less intangible assets (average)​​​​(30,843)​​​​​(30,892)​​
​Average tangible common shareholders’ equity​​​$203,637​​​​$203,629​​

Pre-Tax, Pre-Provision Net Income and Earnings Ratios: To provide period-to-period comparison of operating results prior to consideration of credit loss provision and income taxes, the non-GAAP measure of Pre-Tax, Pre-Provision (PTPP) Net

Income is presented. The following table provides a reconciliation PTPP Net Income to Net Income and the resulting earnings ratios:

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​ · ​ · ​ · ​ · Years ended December 31, · ​
​ · Dollars in thousands · ​ · ​ · 2023 · ​ · ​ · 2022 · ​
​Net income, as presented​​​$29,518​​​​$38,990​​
​Add: provision for credit losses​​​​1,184​​​​​1,750​​
​Add: income taxes​​​​6,184​​​​​8,396​​
​PTPP Net Income​​​$36,886​​​​$49,136​​
​Average Assets​​​$2,867,359​​​​$2,624,035​​
​Average Tangible Common Equity​​​$203,637​​​​$203,629​​
​PTPP Return on Average Assets​​​​1.29%​​​​​1.18%​​
​PTPP Return on Average Tangible Common Equity​​​​18.11%​​​​​24.13%​​
​54​​The First Bancorp, Inc.​​2024 Proxy Statement​

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0000626417_1 R1.0.0.6 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01) Robert B. Gregory 02) Renee W. Kelly 03) Tony C. McKim 04) Cornelius J. Russell 05) Stuart G. Smith 06) Kimberly S. Swan 07) Bruce B. Tindal 08) F. Stephen Ward THE FIRST BANCORP, INC. C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 04/23/2024 for shares held directly and by 11:59 P.M. ET on 04/21/2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction

form. During The Meeting - Go to www.virtualshareholdermeeting.com/FNLC2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 04/23/2024 for shares held directly and by 11:59 P.M. ET on 04/21/2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To approve (on a non-binding basis), the compensation of the Company's executives, as disclosed in the Company's annual report and proxy statement. 3. To ratify the Board of Directors Audit Committee's selection of Berry Dunn McNeil & Parker, LLC, as independent auditors for the Company for 2024. NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof. Please date and then sign exactly as name appears above. Only one joint tenant need sign. When signing as attorney, executor, administrator, trustee or guardian, or in any representative capacity, please give full title.​

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0000626417_2 R1.0.0.6 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and 10K with cover are available at www.proxyvote.com THE FIRST BANCORP, INC. Virtual Annual Meeting of Stockholders April 24, 2024 11:00 AM This proxy is solicited by the Board of Directors The undersigned hereby appoints Tony C. McKim and Richard M. Elder as Proxies, each with power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of common stock of the Company held of record by the undersigned as of the close of business on February 15, 2024, at the Virtual Annual Meeting of Stockholders to be held on Wednesday, April 24, 2024, or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED ON BEHALF OF THE UNDERSIGNED STOCKHOLDER IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1, 2 AND 3 AND IN THE DISCRETION OF MANAGEMENT WITH RESPECT TO ANY OTHER MATTERS WHICH MAY COME BEFORE THE MEETING. HOWEVER SHARES HELD IN STREET NAME BY BANKS, BROKERS OR OTHER NOMINEES WHO INDICATE ON THEIR PROXY CARDS THAT THEY DO NOT HAVE DISCRETIONARY

AUTHORITY TO VOTE SUCH SHARES AS TO A PARTICULAR MATTER, WHICH WE REFER TO AS “BROKER NON-VOTES,” WILL BE COUNTED FOR THE PURPOSE OF DETERMINING WHETHER A QUORUM EXISTS BUT WILL NOT BE CONSIDERED AS PRESENT AND ENTITLED TO VOTE WITH RESPECT TO A PARTICULAR MATTER. Continued and to be signed on reverse side​

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