Columbia Financial, Inc. (CLBK) June 25, 2026 Annual General Meeting Transcript

Good morning, and welcome to the Columbia Financial Annual Meeting of Stockholders. I would now like to turn the conference over to Noel Holland. Please go ahead, sir.

Good morning. I am Noel Holland, Chairman of the Board of Directors of Columbia Financial, Inc. It is my pleasure, on behalf of the Directors and Officers of Columbia Financial and Columbia Bank, to welcome you and to express our appreciation to you for virtually attending this meeting. Each of you has already been supplied with a copy of our joint proxy statement, prospectus, and 2026 annual report. Copies of these documents along with an agenda and the rules of conduct for this meeting are available on the web hosting site for this meeting for any stockholder who does not have them. I would now like to introduce Thomas Kemling, the President and Chief Executive Officer of Columbia Financial Inc. who will preside over the remainder of this meeting. Mr. Cameron.

Thank you, Noel. In addition to the typical proposals at our annual meeting, this year's annual meeting is being held in connection with our proposed second-step conversion from the partially public mutual holding company structure to the fully public stock holding company structure and related stock offering and our proposed acquisition of Northfield Bancorp, Incorporated. The principal business of this annual meeting is to consider and vote upon eight proposals. One, the approval of the plan of conversion and reorganization, which we refer to as the conversion proposal. Two, the approval of the agreement and plan of merger with Northfield Bancorp and the transactions contemplated by it, including the issuance of shares of Columbia Financial Inc. common stock as merger consideration, which we refer to as the merger proposal. Three, an informational proposal regarding a supermajority vote requirement to amend Columbia Financial Inc.'s articles of incorporation. Four, an informational proposal regarding a provision limiting the voting rights of shares beneficially owned in excess of 10 percent of Columbia financial inc's outstanding voting stock five collection of three directors to serve for a term of three years six the ratification of the appointment of our independent auditors for fiscal 2026 seven an advisory proposal regarding executive compensation matters and eight an advisory proposal on the frequency of future votes on the compensation of our named executive officers. Because we have the requisite vote to approve the conversion and merger proposals, we will not present the proposal to adjourn or postpone the annual meeting in order to solicit additional proxies for approval of the conversion and merger proposals. Stockholders will have an opportunity to submit electronic questions regarding these items of business to be considered before the vote is taken later in this meeting. Before we move on to official business, I would like to introduce Dennis Gibney, our first senior executive vice president and chief banking officer, and Thomas Plain, Jr., our chief financial officer. Also attending are many of our senior officers and members of our board of directors and other representatives of the company who are virtually present here today, including our outside counsel, Cristina M. Cattuso of Kilpatrick Townsend. Now we will move on to the principal business of the meeting. At this time, I would like to introduce the corporate secretary of the company and bank, Meyer Rinaldi. I would also like to introduce Janice W. Castillo, who has been appointed the inspector of elections. Ms. Rinaldi has notice of this meeting been sent to all stockholders entitled to vote at this meeting.

Yes, Mr. Kemley, I have here an affidavit sworn to by Stone Trail Advisors, LLC, and duly signed, stating that a notice has been mailed to each stockholder as required under the company's bylaws. In addition, resolutions were adopted by the company's board of directors fixing April 30, 2026, as the record date for determining stockholders entitled to vote, entitled to notice of, and to vote at this annual meeting. Finally, a list of the stockholders of record as of April 30, 2026, who are entitled to vote, showing their respective addresses and the number of shares held by each, has been posted to the web hosting site for this meeting for inspection by stockholders.

Thank you.

Inspector, will you please report on the attendance at this meeting so that we can determine whether a quorum exists? there were 104,142,951 shares of Columbia Financial Inc entitled to vote as of April 30th 2026 record date including 76,016,524 shares held by Columbia Bank MHC there are 100,584,610 shares present in person or by proxy.

Thank you. Based on these reports, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The polls for voting on all matters are hereby opened at this time. The proxy solicited by the Board of Directors and the votes that stockholders seek to cast electronically today can be tallied at one time, even though they contain eight matters for consideration. Ms. Rinaldi, were there any stockholder nominations or proposals for business for this meeting properly filed with you as Corporate Secretary?

No, they were not.

Since no stockholder nominations or proposals were properly filed with the Corporate Secretary in advance of this meeting as provided by the bylaws, the business of this meeting is limited into the eight matters stated in the agenda. The first item on the agenda is the conversion proposal, pursuant to which we will reorganize into a fully public bank holding company and eliminate the mutual holdings company structure in connection therewith the outstanding shares of Columbia Financial held by persons other than Columbia Bank MHC will be converted into shares of common stock of Columbia Financial, Inc., our newly formed holding company. And Columbia Financial, Inc. has offered shares of its common stock for sale in a subscription offering and a firm commitment underwritten offering. Information regarding the conversion proposal is contained in the company's joint proxy statement prospectus, which was made available to all stockholders. The second item on the agenda is the merger proposal, which relates to our proposed acquisition of Northfield Bank Corp, Inc. and Northfield Bank. Information regarding that merger proposal is contained in the company's joint proxy statement prospectus. The next two items on the agenda are informational proposals. Proposal 3 is approval of a provision in Columbia Financial Inc.'s Articles of Incorporation requiring a supermajority vote to approve certain amendments to those Articles of Incorporation. Proposal 4 is approval of a provision in Columbia Financial Inc.'s Articles of Incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Columbia Financial Inc.'s outstanding voting stock. Information about these proposals is contained in the company's joint proxy statement and prospectus. The next item on the agenda is the election of directors. Information concerning nominees is contained in the joint proxy statement prospectus. The next item on the agenda is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The final items on the agenda are the advisory non-binding proposal to approve the compensation of the company's named executive officers and the advisory non-binding proposal on the frequency of future votes on the compensation of the company's named executive officers. I will now read and respond to questions submitted electronically regarding all proposals to be voted on today. Questions related to the relevant matters other than the proposals will be addressed once the polls are closed. Responding to any questions related to the conversion or the merger, I am able to provide information only to the extent has been publicly disclosed in our SEC filings, including the Joint Proxy Statement Prospectus, and is publicly available as of today's date, June 25, 2026. I am not able to respond to questions concerning the conversion of the merger that call for information that has not been made public as of today, and information provided in response to stockholder questions will be limited to information included in the Joint Proxy Statement perspectives on our public filings.

Mr. Kemley, there are no questions.

Okay. Well, the stockholders then who desire to cast their vote at this meeting on the proposal presented, please vote electronically now for all eight proposals following instructions on the web hosting site for the meeting if you have not done so yet. If you have already cast your proxy and do not wish to change your vote there is no need to vote electronically at this time seeing that there are no additional electronic votes the polls are now closed while the inspector is counting the votes i would be happy to answer any questions you may have with desire with respect to the affairs of the company and the polls for voting on the matters before this meeting will be closed at the conclusion of that report are there any questions there are no questions mr temley I see, okay, hearing that there are no more questions, I see that the vote tally is complete. Inspector, would you now present your report on the vote?

A vote was taken on conversion proposal and the conversion proposal was approved by the holders of both at least two thirds of the outstanding shares of Columbia Financial Commons stock entitled to vote, including shares held by Columbia Bank MHC and two, a majority of the outstanding shares of Columbia Financial Common Stock entitled to vote, excluding shares held by Columbia Bank MHC. A vote was also taken on the merger proposal, which was approved by the affirmative vote of two-thirds of the outstanding shares of Columbia Financial Common Stock entitled to vote, including shares held by Columbia Bank, MHC, and a majority of the outstanding shares of Columbia Financial Common Stock entitled to vote, excluding shares entitled shares held by Columbia Bank, MHC. In addition, a vote was taken on two informational proposals, and each proposal received the affirmative vote of a majority of the shares cast at the meeting. A vote was taken at this meeting for the election of directors and Dennis H. E. Gibney, Robert Van Dyke, and James H. Wainwright have each been elected to three-year terms as directors by a plurality of the votes cast. Furthermore, a vote was taken on one, the ratification of the independent registered public accounting firm for the year ending December 31st, 2026, and two, the compensation of the company's named executive officers as disclosed in the proxy statement.

And both proposals and three the frequency receiving the highest number of votes is the advisory vote of stockholders on the frequency of future say on pay votes and each proposal receives the affirmative vote of a majority of the vote of the shares cast at the meeting the inspector of elections report is accepted and approved and a copy of the written report will be attached to the minutes of the annual meeting ms rinaldi please safeguard the ballots proxies and the oath and certificate and the report of the inspector of election and maintain them among the records of the company. Thank you for virtually attending today and for your support. This meeting is now closed.

The meeting has now concluded. Thank you for your participation. You may now disconnect.