Board of Trustees of Randolph Bancorp Announces Adoption of Plan of Conversion

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Randolph Bancorp (the “Company”), the parent company for Randolph Savings Bank, Randolph, Massachusetts (the “Bank”), announced today that its Board of Trustees has unanimously adopted a plan of conversion. Pursuant to the plan of conversion, the Company will convert from mutual holding company form to stock holding company form and the stock holding company will conduct an initial public offering of shares of common stock. The purpose of the offering is to raise capital to fund the acquisition of First Eastern Bankshares Corporation (“First Eastern”) and to support future growth and profitability through, among other things, branch expansion and increased lending.

the Bank will become a wholly-owned subsidiary of the stock holding company, which will be named Randolph Bancorp, Inc.

Randolph Bancorp (the “Company”), the parent company for Randolph Savings Bank, Randolph, Massachusetts (the “Bank”), announced today that its Board of Trustees has unanimously adopted a plan of conversion. Pursuant to the plan of conversion, the Company will convert from mutual holding company form to stock holding company form and the stock holding company will conduct an initial public offering of shares of common stock. The purpose of the offering is to raise capital to fund the acquisition of First Eastern Bankshares Corporation (“First Eastern”) and to support future growth and profitability through, among other things, branch expansion and increased lending.

As part of the conversion, the Bank will become a wholly-owned subsidiary of the stock holding company, which will be named Randolph Bancorp, Inc. Depositors of the Bank with qualifying deposits as of December 31, 2014 will have first priority to purchase common stock in the offering. Other depositors, tax-qualified employee plans, and employees, officers, directors, trustees and corporators of the Bank or the Company may also be given the opportunity to purchase stock in the offering, subject to the priorities set forth in the plan of conversion. If necessary, shares may also be offered to the general public. The Company intends to establish a charitable foundation as part of the conversion and fund the charitable foundation with 4% of the gross proceeds of the offering in cash and stock.    

The conversion and offering will not have any impact on depositors, borrowers or other customers of the Bank or their accounts or loans, as there are no changes to the Bank's products, services, rates or fees contemplated in the plan of conversion. The plan of conversion and the transactions contemplated by the plan of conversion are subject to approval by the Company’s Board of Corporators, the Massachusetts Division of Banks and the Board of Governors of the Federal Reserve System.

A prospectus and other materials containing detailed information relating to the plan of conversion, details of the offering, and business and financial information about the Company, the Bank, First Eastern and the new stock holding company will be sent to eligible depositors of the Bank following regulatory approval.

This release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock of the new holding company are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation, the Depositors Insurance Fund, or any other government agency.

Forward-Looking Statements
This press release contains certain forward-looking statements about the conversion. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may”. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the plan of conversion, difficulties in selling the common stock or in selling the common stock within the expected time frame, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and Bank are engaged.

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Michael Devlin, Executive Vice President/CFO
Randolph Savings Bank
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