GTWN Georgetown Bancorp, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]                                      Preliminary Proxy Statement

[ ]                                      Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]                                Definitive Proxy Statement

[ ]                                      Definitive Additional Materials

[ ]                                      Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ]                                   No fee required.

[X]                             Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)                                      Title of each class of securities to which transaction applies:

2)                                      Aggregate number of securities to which transaction applies:

3)                                      Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)                                      Proposed maximum aggregate value of transaction:

5)                                      Total fee paid:

[X]                             Fee paid previously with preliminary materials.

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[ ]                                 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)                                      Amount Previously Paid:

2)                                      Form, Schedule or Registration Statement No.:

3)                                      Filing Party:

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MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Fellow Stockholder:

We cordially invite you to attend a special meeting of stockholders of Georgetown Bancorp, Inc. (“Georgetown Bancorp”). The special meeting will be held at the headquarters of Georgetown Bancorp located at 2 East Main Street, Georgetown, Massachusetts 01833, on February 13, 2017, at 4:00 p.m., local time.

On October 5, 2016, Georgetown Bancorp entered into an Agreement and Plan of Merger with Salem Five Bancorp and Bright Star, Inc., a newly formed subsidiary of Salem Five Bancorp, pursuant to which Bright Star, Inc. will merge with and into Georgetown Bancorp, with Georgetown Bancorp as the surviving corporation. If the merger is completed, at the closing your shares of Georgetown Bancorp common stock will be converted into the right to receive $26.00 in cash for each share. Upon completion of the merger, you will no longer own any stock or have any other interest in Georgetown Bancorp.

At the special meeting, you will be asked to approve: (i) the Agreement and Plan of Merger, dated as of October 5, 2016, by and among Salem Five Bancorp, Bright Star, Inc. and Georgetown Bancorp (the “Merger Agreement”), and the merger; (ii) a non-binding advisory proposal regarding the compensation to be paid to the named executive officers of Georgetown Bancorp in connection with the transactions contemplated by the Merger Agreement (the “Merger-Related Executive Compensation Arrangements”); and (iii) any adjournment or postponement of the special meeting, if deemed necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes represented in person or by proxy at the time of the special meeting to approve the Merger Agreement and the merger. The affirmative vote of the holders of a majority of the total number of shares of Georgetown Bancorp common stock outstanding must be voted for approval of the Merger Agreement and the merger for the merger to be completed. If the Merger Agreement and the merger are so approved, and all other conditions described in the Merger Agreement have been met or waived, the merger is expected to close during the first quarter of 2017.

Your exchange of shares of Georgetown Bancorp common stock for cash generally will cause you to recognize income or loss for federal, and possibly state, local and foreign, income tax purposes. You should consult your personal tax advisor for a full understanding of the income tax consequences of the merger to you.

Your Board of Directors unanimously recommends that you vote “FOR” approval of the Merger Agreement and the merger, the Merger-Related Executive Compensation Arrangements proposal and the adjournment of the special meeting, if necessary, in order to solicit additional proxies to approve the Merger Agreement and the merger, because your Board believes that the merger is advisable and in the best interests of Georgetown Bancorp’s stockholders.

This proxy statement provides you with detailed information about the proposed merger and includes, as Appendix A, a copy of the Merger Agreement. We urge you to read the enclosed materials carefully for a complete description of the merger.

Your vote is important . Whether or not you plan to attend the special meeting, please complete, date and sign the enclosed proxy card and return it promptly in the postage-paid envelope we have provided. You may also vote your shares by telephone or the Internet following the instructions on the enclosed proxy or voting instruction card. If your shares are held in an account at a bank, broker or other nominee, you should instruct your bank, broker or nominee how to vote your shares using the separate voting instruction form furnished by your bank, broker or nominee. Failing to vote will have the same effect as voting “AGAINST” the Merger Agreement and the merger.

If you have any questions concerning the merger or need assistance in voting, please contact Georgetown Bancorp’s proxy solicitor, Laurel Hill Advisory Group, LLC.  Banks and brokers can call (516) 933-3100, and all others can call, toll-free, (888) 742-1305.

On behalf of the Board, we thank you for your prompt attention to this important matter.

This proxy statement is dated December 28, 2016 and is first being mailed to stockholders on or about
January 3, 2017.

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Georgetown Bancorp, Inc.

2 East Main Street

Georgetown, Massachusetts 01883

(978) 352-8600

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The enclosed document provides a detailed description of the merger, the Merger Agreement and related matters. We urge you to read carefully the document, and its appendices in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Georgetown Bancorp common stock, please contact Georgetown Bancorp’s proxy solicitor:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201

Jericho, New York 11753

Monday through Friday from 9:00 a.m. to 5:00 p.m., Eastern Time

Banks and brokers can call (516) 933-3100, and all others can call, toll-free, (888) 742-1305

The Georgetown Bancorp Board of Directors has unanimously approved the Merger Agreement and the merger and unanimously recommends that Georgetown Bancorp stockholders vote “FOR” approval of the Merger Agreement and the merger, “FOR” the Merger-Related Executive Compensation Arrangements proposal and “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies to vote in favor of the Merger Agreement and the merger.

Georgetown, Massachusetts

December 28, 2016

Important: The prompt return of proxies will save Georgetown Bancorp the expense of further requests for proxies to ensure a quorum at the meeting. Please complete, sign and date the enclosed proxy card or voting instruction card and promptly mail it in the enclosed envelope. You may also be able to vote your shares by telephone or over the Internet. If telephone or Internet voting is available to you, voting instructions are printed on the proxy card or voting instruction card sent to you. You may revoke your proxy in the manner described in the proxy statement at any time before it is voted.

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QUESTIONS AND ANSWERS
ABOUT VOTING PROCEDURES FOR THE SPECIAL MEETING

Q:                       Why am I receiving this proxy statement and proxy card?

A:                        You are being asked to approve the Agreement and Plan of Merger, dated as of October 5, 2016 (the “Merger Agreement”), by and among Salem Five Bancorp, Bright Star, Inc. and Georgetown Bancorp, Inc. (“Georgetown Bancorp”), as well as the merger between Georgetown Bancorp and Bright Star, Inc. A copy of the Merger Agreement is attached to this proxy statement as Appendix A. Pursuant to the terms and conditions of the Merger Agreement, Bright Star, Inc., which has been formed as a subsidiary of Salem Five Bancorp to facilitate the merger, will merge with and into Georgetown Bancorp, with Georgetown Bancorp as the surviving corporation.  Georgetown Bancorp will be dissolved and liquidated into Salem Five Bancorp.  In addition, Georgetown Bank, the wholly-owned subsidiary of Georgetown Bancorp, will merge with and into Salem Five Cents Savings Bank, the wholly-owned subsidiary of Salem Five Bancorp, with Salem Five Cents Savings Bank as the surviving bank.  Each outstanding common share of Georgetown Bancorp will be converted into the right to receive $26.00 in cash at closing. As a result of the merger, Georgetown Bancorp and Georgetown Bank will no longer exist as separate legal entities, and Georgetown Bancorp’s common stock will be deregistered under the Securities Exchange Act of 1934, as amended.

Additionally, you are being asked to vote on a non-binding, advisory proposal to approve certain payments that may be made to Georgetown Bancorp’s named executive officers in connection with the merger, if consummated.

You are also being asked to approve the adjournment of the special meeting of stockholders if necessary or appropriate to solicit additional proxies.

Q:                       What do I need to do now?

A:                        After you have carefully read this proxy statement, including the appendices, and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the special meeting.

If you hold stock in your name as a stockholder of record, indicate on your proxy card how you want your shares to be voted or, if you prefer, you can vote by using the telephone or Internet. If you choose not to vote by telephone or Internet, then sign, date and mail your proxy card in the enclosed prepaid return envelope as soon as possible. This will enable your shares to be represented and voted at the special meeting.

If you hold your stock in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee to vote in accordance with the instructions you have received from your bank, broker or other nominee. “Street name” stockholders who wish to vote at the special meeting will need to obtain a proxy form from the institution that holds their shares.

If you are a participant in the Georgetown Savings Bank SBERA 401(k) Plan (“401(k) Plan”) or the Georgetown Savings Bank Employee Stock Ownership Plan (“ESOP”), you will have received voting instruction forms that reflect all shares for which you may direct the voting under these plans. Under the terms of these plans, in connection with the change in control, the trustee or administrator votes all shares held by the plan, but each participant may provide instructions to the trustee or administrator how to vote the shares of Georgetown Bancorp common stock allocated to his or her plan account (with respect to the 401(k) Plan, you will only be asked to vote on the merger). The ESOP trustee will vote your shares in accordance with your instructions and will vote the unallocated shares in the same proportion as the instructions received from participants.  The 401(k) Plan administrator will vote all shares in the 401(k) Plan “FOR” or “AGAINST” the merger in the same manner that reflects the majority of voting instructions received.  The deadline for returning your voting instructions is February 6, 2017.

Q:                       What is the vote required to approve the Merger Agreement?

A:                        Approval of the Merger Agreement requires the affirmative vote of the holders of a majority of the total number of shares of Georgetown Bancorp

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common stock outstanding as of the close of business on December 27, 2016, the record date for the special meeting. Failing to vote will have the same effect as voting “AGAINST” the Merger Agreement and the merger.

Q:                       Why are Georgetown Bancorp stockholders being asked to approve, on a non-binding basis, the Merger-Related Executive Compensation Arrangements?

A:                        Securities and Exchange Commission rules require Georgetown Bancorp to hold a non-binding vote with respect to certain payments that may be made to Georgetown Bancorp’s named executive officers in connection with the merger, if consummated.

Q:                       What will happen if Georgetown Bancorp Stockholders do not approve the Merger-Related Executive Compensation Arrangements proposal at the special meeting?

A:                        Approval of the Merger-Related Executive Compensation Arrangements pursuant to which certain Georgetown Bancorp named executive officers may receive compensation in connection with the merger, if consummated, is not a condition to the completion of the merger. The vote with respect to the Merger-Related Executive Compensation Arrangements is an advisory vote and will not be binding on Georgetown Bancorp. Therefore, if the Merger Agreement and the merger are approved by Georgetown Bancorp’s stockholders and the merger is consummated, the compensation may still be paid pursuant to the Merger-Related Executive Compensation Arrangements to the Georgetown Bancorp named executive officers if and to the extent required or allowed under applicable law, even if this proposal is not approved.

Q:                        Why is my vote important?

A:                     If you do not return your proxy card or vote by telephone, Internet or in person at the special meeting or fail to instruct your bank, broker or nominee how to vote, it will be more difficult for us to obtain the necessary quorum to hold our special meeting. In addition, your failure to vote or failure to instruct your bank, broker or other nominee how to vote will have the same effect as a vote “AGAINST” approval of the Merger Agreement and the merger. The Merger Agreement and the merger must be approved by the affirmative vote of the holders of a majority of the total number of shares of Georgetown Bancorp common stock outstanding. The Georgetown Bancorp Board of Directors unanimously recommends that you vote to approve the Merger Agreement.

Q:                       If my broker holds my shares in street name, will my broker automatically vote my shares for me?

A:                        No. Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares, following the procedures your broker provides to you.

Q:                       What if I abstain from voting or fail to instruct my broker?

A:                        If you abstain from voting or fail to instruct your broker to vote your shares, it will have the same effect as a vote “AGAINST” the Merger Agreement and the merger.  However, abstentions and broker non-votes will be counted toward a quorum at the special meeting.

Q:                       Can I attend the special meeting and vote my shares in person?

A:                        Yes. All stockholders are invited to attend the special meeting. Stockholders of record can vote in person at the special meeting. If your shares are held in street name, then you are not the stockholder of record and you must ask your bank, broker or other nominee how you can vote at the special meeting.

Q:                       Can I change my vote?

A:                        Yes, you can change your vote at any time before your proxy is voted at the special meeting. If you have not voted through your bank, broker or other nominee, there are five ways you can change your vote after you have sent in your proxy card or after you have voted by telephone or Internet.

·       First, you may send a written notice to our Corporate Secretary, stating that you would like to revoke your proxy.

·       Second, you may complete and submit a new proxy card. Any earlier proxies will be revoked automatically.

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·       Third, you may attend the special meeting and vote in person. Any earlier-dated proxy will be revoked. However, simply attending the special meeting without voting will not revoke your proxy.

·       Fourth, you can change your vote at the Internet address shown on your proxy card. The Internet voting system is available 24 hours a day until 10:00 a.m., Eastern Time, on February 13, 2017.

·       Fifth, you can change your vote by using the toll-free telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 10:00 a.m., Eastern Time, on February 13, 2017.

If you have directed your bank, broker or other nominee to vote your shares, you must follow directions you receive from your bank, broker or nominee to change your vote.

Q:                    Will I have the right to have my shares appraised if I dissent from the merger?

A:                     No.  Under Georgetown Bancorp’s Articles of Incorporation, Georgetown Bancorp’s stockholders are not entitled to exercise any rights of an objecting stockholder provided under Title 3, Subtitle 2 of the Maryland General Corporation Law, unless the Board of Directors determines that such rights apply with respect to a transaction. The Board of Directors of Georgetown Bancorp has not made such a determination with respect to the merger. Accordingly, the stockholders of Georgetown Bancorp do not have appraisal rights with respect to the Merger.

Q:                       Should I send in my stock certificates now?

A:                        No. Instructions for surrendering your Georgetown Bancorp stock certificates in exchange for the cash purchase price will be sent to you later. Please do not send any stock certificates with your proxy.

Q:                    Will I owe income taxes as a result of the merger?

A:                     Only if you recognize taxable gain. The receipt of the merger consideration in exchange for shares of Georgetown Bancorp common stock will be a taxable transaction for U.S. federal income tax purposes (and may also be a taxable transaction under applicable state, local and foreign income or other tax laws). In general, you will recognize gain or loss equal to the difference between the amount of cash you receive in the merger and the adjusted tax basis of your shares of Georgetown Bancorp common stock. See “Proposal I—Approval of the Merger Agreement—Certain Federal Income Tax Consequences to U.S. Holders.” You are urged to consult your own tax advisor to determine the particular tax consequences to you (including the application and effect of any state, local or foreign income and other tax laws) of the receipt of the merger consideration in exchange for Georgetown Bancorp common shares pursuant to the merger.

Q:                       Who should I call with questions about the Merger?

A:                        You may contact Laurel Hill Advisory Group, LLC, our proxy solicitation agent.  Banks and brokers can call (516) 933-3100, and all others can call, toll-free, (888) 742-1305. If your bank, broker or other nominee holds your shares, you should also call your bank, broker or other nominee for additional information. You may also contact Georgetown Bancorp’s Corporate Secretary, Joseph W. Kennedy, at (978) 352-8600.

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to any holder of Georgetown Bancorp common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter.

Georgetown Bancorp has Agreed to Pay Salem Five Bancorp a Termination Fee of $2.0 Million in Certain Circumstances and Has Agreed to Non-Solicitation Restrictions (pages 49 and 52 )

Under certain circumstances described in the Merger Agreement, in connection with a termination of the Merger Agreement, Georgetown Bancorp is required to pay Salem Five Bancorp a $2.0 million termination fee. See the discussion under the caption “Proposal I—Approval of the Merger Agreement—Termination Fee” for more information.

In general, Georgetown Bancorp has agreed that it will not seek or encourage a competing transaction to acquire Georgetown Bancorp except in very limited situations in which an unsolicited offer is made. See the discussion under the caption “Proposal I—Approval of the Merger Agreement—Agreement Not to Solicit Other Offers” for more information.

Georgetown Bancorp’s Executive Officers and Directors Have Financial Interests in the Merger That Differ From Your Interests (page 36)

In considering the recommendation of the Board of Directors of Georgetown Bancorp to approve the Merger Agreement and the merger, you should be aware that executive officers and directors of Georgetown Bancorp and Georgetown Bank have employment and other compensation agreements or plans that give them interests in the merger that are somewhat different from, or in addition to, your interests as Georgetown Bancorp stockholders.  These interests and agreements, include:

·                                           cash payments to Georgetown Bank’s President and Chief Executive Officer, Robert E. Balletto, Executive Vice President and Chief Operating Officer, Frederick H. Weismann, and Senior Vice President and Chief Financial Officer, Joseph W. Kennedy, under their employment agreements, change in control agreements and supplemental executive retirement plans, as applicable;

·                                           new employment agreements for Messrs. Balletto and Kennedy;

·                                           the accelerated vesting of outstanding restricted stock awards previously granted by Georgetown Bancorp, which will be exchanged for the merger consideration;

·                                           the accelerated vesting of outstanding stock options previously granted by Georgetown Bancorp, which can be exchanged for cash payments equal to the difference between the option exercise price and $26.00;

·                                           additional allocations under Georgetown Bank’s ESOP of a pro-rata portion of the excess assets in the plan’s suspense account after the ESOP loan is repaid, the ESOP is terminated and the shares in the ESOP are exchanged for the merger consideration; and

·                                           the rights of officers and directors of Georgetown Bancorp and its subsidiaries to continued indemnification coverage and continued coverage under directors’ and officers’ liability insurance policies.

See the discussion under the caption “Proposal I—Approval of The Merger Agreement—Financial Interests of Directors and Executive Officers in the Merger” for more information.

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Approval of the Non-Binding Proposal Regarding the Merger-Related Executive Compensation Arrangements Requires the Affirmative Vote of a Majority of the Votes Cast at the Special Meeting (page 56)

Approval by the Georgetown Bancorp stockholders of the non-binding proposal regarding the Merger-Related Executive Compensation Arrangements is determined by a majority of the votes cast at the special meeting, without regard to broker non-votes or proxies marked “abstain.” It is an advisory vote and is not binding on Georgetown Bancorp, Georgetown Bancorp’s Board of Directors, or Salem Five Bancorp. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Regardless of the outcome of the non-binding, advisory vote, if the merger is consummated, Georgetown Bancorp’s named executive officers will be eligible to receive the various payments and benefits in accordance with the terms and conditions applicable to those arrangements, subject to any regulatory limitations.

What Holders of Georgetown Bancorp Stock Options and Other Equity-Based Awards Will Receive (page 42)

Pursuant to the Merger Agreement, each outstanding stock option granted by Georgetown Bancorp under its 2009 Equity Incentive Plan or 2014 Equity Incentive Plan, whether vested or unvested, with an exercise price that is less than $26.00 that is outstanding immediately prior to the effective date of the merger will be canceled and converted automatically into the right to receive a cash payment equal to the stock option consideration as described further under the caption “Proposal I—Approval of the Merger Agreement—Treatment of Georgetown Bancorp Stock Options and Other Equity-Based Awards.”

Each outstanding restricted stock awarded granted by Georgetown Bancorp under its 2009 Equity Incentive Plan or 2014 Equity Incentive Plan, whether vested or unvested, that is outstanding immediately prior to the effective date of the merger will be canceled, in exchange for a cash payment equal to the number of shares subject to the restricted stock, multiplied by $26.00.

At the effective time of the merger, each share of common stock held by the ESOP and the 401(k) Plan will be converted into the right to receive $26.00 in cash at closing.

There are Conditions That Must Be Satisfied or Waived for the Merger to Occur (page 50)

Currently, we expect to complete the merger during the first quarter of 2017. As more fully described in this proxy statement and in the Merger Agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

·                                           the approval of the Merger Agreement by Georgetown Bancorp’s stockholders;

·                                           the absence of (a) any order, injunction or decree by any court or agency of competent jurisdiction or (b) any statute, rule, regulation, order, injunction or decree enacted, entered, promulgated or enforced by any governmental entity, that prohibits the consummation of the transactions contemplated by the Merger Agreement;

·                                           the receipt of required regulatory approvals and the expiration or termination of all related statutory waiting periods, subject to the absence of any term or condition that would be, individually or in the aggregate, materially burdensome to Salem Five Bancorp;

·                                           the accuracy of the representations and warranties of the parties in the Merger Agreement as of the closing date of the merger, subject to the materiality standards provided in the Merger Agreement, and the performance of the parties in all material respects of all obligations required to be performed by each of them at or prior to the effective time of the merger under the Merger Agreement (and the receipt by each party of certificates from the other party to such effect); and

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·                                           the satisfaction of all conditions to the consummation of the merger of Georgetown Bank and Salem Five Cents Savings Bank and the reasonable satisfaction of Salem Five Bancorp that this bank merger can occur immediately after the merger or at some other time thereafter as Salem Five Bancorp may choose.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

There are Regulatory Approvals That Must Be Received for the Merger to Occur (page 41)

Georgetown Bancorp and Salem Five Bancorp each have agreed to use their reasonable best efforts to obtain all permits, consents, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to consummate the merger and the transactions contemplated by the Merger Agreement, which includes the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the Federal Deposit Insurance Corporation (the “FDIC”), the Massachusetts Board of Bank Incorporation and the Massachusetts Division of Banks.  Salem Five Bancorp and Salem Five Cents Savings Bank have filed all of the required regulatory applications, but have not yet received any approvals from these regulators.  Although we do not know of any reason why the regulatory approvals cannot be obtained timely, we cannot be certain when or if such approvals will be obtained.

The Merger Will Be Taxable to Georgetown Bancorp Stockholders for U.S. Federal Income Tax Purposes (page 33)

The receipt of the merger consideration in exchange for shares of Georgetown Bancorp common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes (and may be a taxable transaction under applicable state, local and foreign income or other tax laws). For U.S. federal income tax purposes, each Georgetown Bancorp stockholder generally will recognize gain or loss at the effective time of the merger equal to the per share difference, if any, between: (1) $26.00 and (2) the stockholder’s adjusted tax basis in each share of Georgetown Bancorp common stock exchanged in the merger. The federal income tax consequences described above may not apply to all holders of Georgetown Bancorp common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

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GEORGETOWN BANCORP
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The selected consolidated financial data presented below as of September 30, 2016 and for the nine months ended September 30, 2016 and 2015 is derived from Georgetown Bancorp’s unaudited historical financial statements. In Georgetown Bancorp’s opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. The information for each of the years in the five-year period ended December 31, 2015, is derived from Georgetown Bancorp’s audited historical financial statements. Results for past periods are not necessarily indicative of results that may be expected for any future period.

(1)                                  Includes securities sold under agreements to repurchase.

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(1)                                  Annualized for interim periods, where appropriate.

(2)                                  The interest rate spread represents the difference between the weighted-average yield on interest-earning assets, before a tax equivalent adjustment, and the weighted-average cost of interest-bearing liabilities for the period.

(3)                                  The net interest margin represents net interest income, before a tax equivalent adjustment, as a percent of average interest-earning assets for the period.

(4)                                  The efficiency ratio represents non-interest expense divided by the sum of net interest income and non-interest income.

(5)                                  Calculation is for Georgetown Bank.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents that we refer to in this proxy statement, contain forward-looking statements intended to be covered by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, among other things, information concerning possible or assumed future results of operations of Georgetown Bancorp, the expected completion and timing of the merger and other information relating to the merger. There are forward-looking statements throughout this proxy statement, including, among others, under the headings “Summary Term Sheet” and “Proposal I—Approval of the Merger Agreement,” and in statements containing the words “believes,” “plans,” “expects,” “anticipates,” “intends,” “continues,” “remains,” “will,” “should,” “may,” “estimates” or other similar expressions. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. These forward-looking statements reflect our current expectations and forecasts, and we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the business or operations of Georgetown Bancorp. In addition to other factors and matters discussed in this document or discussed and identified in other public filings we make with the Securities and Exchange Commission, we believe the following risks could cause actual results to differ materially from those discussed in the forward-looking statements:

·                                           the risk that the merger will not be consummated timely, if at all;

·                                           conditions to the closing of the merger may not be satisfied or the Merger Agreement may be terminated prior to closing;

·                                           the impact that potential litigation related to the merger may have on the ability to consummate the merger;

·                                           difficulties in obtaining required stockholder and regulatory approvals of the merger;

·                                           increases in competitive pressure among financial institutions or from non-financial institutions;

·                                           changes in accounting principles, policies or guidelines;

·                                           changes in laws or regulations;

·                                           governmental and public policy changes;

·                                           changes in general economic conditions or conditions in securities markets or the banking industry;

·                                           materially adverse changes in the financial condition of Georgetown Bancorp, Georgetown Bank, Salem Five Bancorp or Salem Five Cents Savings Bank;

·                                           risks related to domestic or international military or terrorist activities or conflicts;

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You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Georgetown Bancorp or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Georgetown Bancorp undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

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THE SPECIAL MEETING

This section contains information about the special meeting of Georgetown Bancorp stockholders that has been called to consider and approve the Merger Agreement and the merger.

Place, Date and Time

The special meeting will be held at the headquarters of Georgetown Bancorp located at 2 East Main Street, Georgetown, Massachusetts 01833, on February 13, 2017, commencing at 4:00 p.m., local time.

Purpose of the Meeting

At the special meeting, our stockholders will be asked to consider and vote on the following matters:

·                                           a proposal to approve the Agreement and Plan of Merger, dated as of October 5, 2016, by and among Salem Five Bancorp, Bright Star, Inc. and Georgetown Bancorp, and the merger;

·                                           a proposal to approve, on an advisory non-binding basis, the Merger-Related Executive Compensation Arrangements; and

·                                           a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting to approve the Merger Agreement and the merger.

Our stockholders also may consider and vote upon such other matters as are properly brought before the special meeting. As of the date hereof, we know of no business that will be presented for consideration at the special meeting, other than the matters described in this proxy statement.

How to Vote

You may vote your shares:

1.                                       By Internet . Vote at the Internet address shown on your proxy card. The Internet voting system is available 24 hours a day until 10:00 a.m., Eastern Time, on February 13, 2017. Once you use the Internet voting system, you can record and confirm (or change) your voting instructions.

2.                                       By telephone . Use the toll-free telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 10:00 a.m., Eastern Time, on February 13, 2017. Once you use the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

3.                                       By mail . Mark, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope. All properly executed proxies received by Georgetown Bancorp will be voted in accordance with the instructions marked on the proxy card.   If you return an executed and dated proxy card without marking your instructions, your executed proxy will be voted “FOR” the proposals identified in the preceding Notice of Special Meeting of Stockholders. Returning a proxy card will not prevent you from voting in person if you attend the special meeting.

Alternatively, you may attend the special meeting and vote in person. If you are a stockholder whose shares are not registered in your own name, you will need an assignment of voting rights or a proxy from the stockholder of record to vote personally at the special meeting.

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Record Date; Vote Required

Only our stockholders of record at the close of business on December 27, 2016 are entitled to notice of and to vote at the special meeting or any adjournment thereof. As of December 27, 2016, there were 1,840,920 shares of our common stock outstanding and entitled to vote at the special meeting or any adjournment thereof.

At the special meeting our stockholders will be entitled to cast one vote per share of common stock owned on December 27, 2016. Such vote may be exercised in person or by properly executed proxy. The presence, in person or by properly executed proxy, of the holders of a majority of our outstanding shares of common stock entitled to vote is necessary to constitute a quorum. Abstentions and broker non-votes will be treated as shares present at the special meeting for purposes of determining the presence of a quorum.

The affirmative vote of the holders of a majority of the total number of shares of Georgetown Bancorp common stock outstanding is required to approve the Merger Agreement and the merger. As a result, abstentions and broker non-votes will have the same effect as votes “AGAINST” the approval of the Merger Agreement and the merger. Approval of the Merger-Related Executive Compensation Arrangements will require the affirmative vote of a majority of the votes cast at the special meeting. Broker non-votes and abstentions from voting will have no effect on the outcome of the vote on the Merger-Related Executive Compensation Arrangements. In order to adjourn the special meeting, a majority of the votes cast at the special meeting must be voted in favor of the proposal. Broker non-votes and abstentions from voting will have no effect on the outcome of the vote on the adjournment.

If your shares are held in “street name” by your bank, broker or other nominee you should instruct your bank, broker or other nominee how to vote your shares using the instructions provided by your bank, broker or other nominee. If you have not received these voting instructions or require further information regarding these voting instructions, please contact your bank, broker or other nominee and he or she can give you directions on how to vote your shares. Brokers who hold shares in “street name” for customers may not exercise their voting discretion with respect to the approval of non-routine matters such as the merger proposal and thus, absent specific instructions from the beneficial owner of the shares, brokers are not empowered to vote the shares with respect to the approval of the Merger Agreement and the merger (i.e., “broker non-votes”). Shares of Georgetown Bancorp common stock held by persons attending the special meeting but not voting, or shares for which we have received proxies with respect to which holders have abstained from voting, will be considered abstentions. Abstentions and properly executed broker non-votes, if any, will be treated as shares that are present and entitled to vote at the special meeting for purposes of determining whether a quorum exists but will have the same effect as a vote “AGAINST” approval of the Merger Agreement and the merger.

Approval of the Merger Agreement by our stockholders is a condition to completion of the merger. See “Proposal I—Approval of the Merger Agreement—Conditions to Complete the Merger.”

Beneficial Ownership of Georgetown Bancorp Common Stock

As of December 27, 2016, our directors and executive officers and their affiliates beneficially owned in the aggregate 205,408 shares of our common stock, excluding stock options, or 11.2% of our outstanding shares of common stock.

Proxies; Revocation

Shares of our common stock represented by properly executed proxies received prior to or at the special meeting will, unless such proxies have been revoked, be voted at the special meeting and any adjournments or postponements thereof in accordance with the instructions indicated in the proxies. If no instructions are indicated on a properly executed and dated proxy, the shares will be voted “FOR” the approval of the Merger Agreement and the merger, “FOR” the non-binding proposal to approve the Merger-Related Executive Compensation Arrangements and “FOR” the adjournment proposal. However, no proxy voted “AGAINST” the proposal to approve the Merger Agreement and the merger will be voted in favor of an adjournment or postponement to solicit additional votes in favor of the Merger Agreement and the merger.

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Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted in the following manner: (i) by delivering to the Secretary of Georgetown Bancorp, before the taking of the vote at the special meeting, a written notice of revocation bearing a later date than the proxy; (ii) by duly executing a later-dated proxy relating to the same shares of common stock and delivering it to the Secretary at or before the special meeting; or (iii) by attending the special meeting and voting in person. Attendance at the special meeting will not by itself constitute a revocation of a proxy.

Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:

Georgetown Bancorp, Inc.

2 East Main Street

Georgetown, Massachusetts 01833

Attention: Joseph W. Kennedy

Corporate Secretary

If you have instructed your bank, broker or other nominee to vote your shares, the options for revoking your proxy described in the paragraphs above do not apply and instead you must follow the directions provided by your bank, broker or other nominee to change those instructions.

If you voted using the Internet, you can change your vote at the Internet address shown on your proxy card. The Internet voting system is available 24 hours a day until 10:00 a.m., Eastern Time, on February 13, 2017.

If you voted by telephone, you can change your vote by using the toll-free telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 10:00 a.m., Eastern Time, on February 13, 2017.

If any other matters are properly presented at the special meeting for consideration, the persons named in the proxy or acting thereunder will have discretion to vote on such matters in accordance with their best judgment. Georgetown Bancorp does not know of any other matters to be presented at the special meeting.

Georgetown Bancorp will bear the cost of soliciting proxies. In addition to soliciting by mail, our directors, officers and employees may solicit proxies from our stockholders personally, by telephone or by other forms of communication.  Our directors, officers and employees will not receive additional compensation for such services, Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable expenses incurred in sending proxy materials to beneficial owners. In addition, we have retained Laurel Hill Advisory Group, LLC to solicit proxies on behalf of the Board of Directors. Laurel Hill Advisory Group, LLC will receive a fee of $6,000 for these services, plus reimbursement for its expenses.

You are requested to complete, date and sign the accompanying proxy card and to return it promptly in the enclosed postage-paid envelope, or vote by telephone or the Internet.

Do not forward stock certificates with your proxy cards.

Recommendation of the Georgetown Bancorp Board of Directors Relating to the Merger

The Georgetown Bancorp Board of Directors has unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger. The Georgetown Bancorp Board of Directors unanimously determined that the merger, the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Georgetown Bancorp and its stockholders and unanimously recommends that you vote “FOR” approval of the Merger Agreement and the merger. See “The Merger—Georgetown Bancorp’s Reasons for the Merger and Recommendation of the Board

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of Directors that Georgetown Bancorp Stockholders Vote “FOR” Approval of the Merger Agreement” for a more detailed discussion of the Georgetown Bancorp Board of Directors’ recommendation.

Attending the Georgetown Bancorp Special Meeting

If you want to vote your shares of Georgetown Bancorp common stock held in street name in person at the special meeting, you will have to get a written proxy in your name from the bank, broker or other nominee who holds your shares.

Participants in Georgetown Bancorp Benefit Plans

If you are a participant in the 401(k) Plan or the ESOP, you will have received voting instruction forms that reflect all shares you may vote under these plans. Under the terms of these plans, in connection with a change in control, the trustee or administrator votes all shares held by the plan, but each participant may provide instructions to the trustee or administrator how to vote the shares of Georgetown Bancorp common stock allocated to his or her plan account (with respect to the 401(k) Plan, you will only be asked to vote on the merger). The ESOP trustee will vote your shares in accordance with your instructions and will vote the unallocated shares and the allocated unvoted shares in the same proportion as the instructions received from participants.  The 401(k) Plan administrator will vote all shares in the 401(k) Plan “FOR” or “AGAINST” the merger in the same manner that reflects the majority of votes received.  The deadline for returning your voting instructions is February 6, 2017.

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MARKET PRICE AND DIVIDEND DATA FOR GEORGETOWN BANCORP COMMON STOCK

Georgetown Bancorp’s common stock is listed on the NASDAQ Capital Market under the symbol “GTWN.” The following table shows the quarterly high and low sales prices per share for Georgetown Bancorp common stock as reported on NASDAQ and the cash dividends declared by Georgetown Bancorp for the periods indicated.

On October 5, 2016, the last trading day prior to the public announcement that Salem Five Bancorp and Georgetown Bancorp had entered into the Merger Agreement, the closing trading price of Georgetown Bancorp common stock was $20.88 per share. On December 27, 2016, which is the last practicable date prior to the printing of this proxy statement, the closing price of Georgetown Bancorp common stock was $25.75 per share.

As of the record date, there were approximately 270 holders of record of Georgetown Bancorp common stock. This number does not reflect the number of persons or entities who may hold their common stock in nominee or “street” name through brokerage firms.

INFORMATION ABOUT THE COMPANIES

Salem Five Bancorp. Salem Five Bancorp, a Massachusetts mutual holding company, is the parent company of Salem Five Cents Savings Bank. The principal executive office of Salem Five Bancorp is located at 210 Essex Street, Salem, Massachusetts 01970, and its telephone number at that address is (978) 745-5555.

Salem Five Cents Savings Bank. Salem Five Cents Savings Bank, a wholly-owned subsidiary of Salem Five Bancorp, is a Massachusetts-chartered savings bank whose deposits are insured by the Federal Deposit Insurance Corporation to the fullest extent permitted by law. Any deposits in excess of those insured by the Federal Deposit Insurance Corporation are insured by the Deposit Insurance Fund.  Salem Five Cents Savings Bank operates 30 locations across Massachusetts. Salem Five Cents Savings Bank’s website is www.salemfive.com. Information contained on Salem Five Cents Savings Bank’s website is not incorporated into this proxy statement.

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Georgetown Bancorp, Inc. Georgetown Bancorp, a Maryland corporation, is the holding company for Georgetown Bank. At September 30, 2016, Georgetown Bancorp had total consolidated assets of $315.0 million, total deposits of $240.2 million, and total stockholders’ equity of $32.4 million. The principal executive office of Georgetown Bancorp is located at 2 East Main Street, Georgetown, Massachusetts 01833, and its telephone number at that address is (978) 352-8600.

Georgetown Bank. Georgetown Bank, a wholly-owned subsidiary of Georgetown Bancorp, is a federally-chartered savings bank whose deposits are insured by the Federal Deposit Insurance Corporation to the fullest extent permitted by law. Georgetown Bank operates branch offices in Georgetown, North Andover and Rowley, Massachusetts, as well as Stratham, New Hampshire. Georgetown Bank’s website is www.georgetownbank.com. Information contained on Georgetown Bank’s website is not incorporated into this proxy statement.

Georgetown Bank’s principal business consists of attracting deposits from businesses and the general public primarily in Essex County, Massachusetts and investing those deposits, together with borrowings and funds generated from operations, in commercial and multi-family real estate loans, one- to four-family investment property loans and commercial business loans, one- to four-family residential real estate loans, home equity loans and lines of credit and consumer loans, as well as investing in investment securities. Georgetown Bank primarily originates loans in eastern Massachusetts (which includes the Boston metropolitan area) and southern New Hampshire.

PROPOSAL I — APPROVAL OF THE MERGER AGREEMENT

The information in this proxy statement concerning the terms of the merger is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Appendix A, which is incorporated by reference herein. We encourage all stockholders to read the Merger Agreement. All information contained in this proxy statement with respect to Salem Five Bancorp and its subsidiaries has been supplied by Salem Five Bancorp for inclusion herein and has not been independently verified by Georgetown Bancorp.

General

As soon as possible after the conditions to consummation of the merger described below have been satisfied or waived, and unless the Merger Agreement has been terminated as discussed below, Bright Star, Inc., the merger subsidiary of Salem Five Bancorp, will merge with and into Georgetown Bancorp, with Georgetown Bancorp as the surviving corporation, and at the closing each of the outstanding shares of Georgetown Bancorp common stock will be converted into the right to receive $26.00 in cash.  Immediately following the merger, Georgetown Bancorp will be dissolved and will be liquidated into Salem Five Bancorp, and Georgetown Bank will merge with and into Salem Five Cents Savings Bank with Salem Five Cents Savings Bank as the surviving bank.

Background of the Merger

Georgetown Bancorp’s Board of Directors and senior management have periodically reviewed and assessed strategic opportunities and challenges. The Board of Directors has considered the difficulty in profitably growing and operating a publicly-traded community financial institution under current economic and competitive conditions. At the same time, like other small financial institutions, Georgetown Bancorp has experienced increasing costs for technology and regulatory compliance. The Board of Directors and management have considered both internal growth strategies and strategic business combinations as means of achieving economies of scale.

On May 5, 2015, Georgetown Bancorp’s President and Chief Executive Officer Robert E. Balletto and Chairman of the Board J. Richard Murphy met with the President and Chief Executive Officer and the Executive Vice President and Chief Operating Officer of a Boston-based financial institution (“Company A”), at the request of Company A.  The parties discussed various items, including the consolidating banking industry in general.  Messrs. Balletto and Murphy reported the results of this discussion to Georgetown Bancorp’s full Board of Directors.

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On July 16, 2015, the Executive Vice President and Chief Operating Officer of Company A called Mr. Balletto, and indicated that, when the time was appropriate for Georgetown Bancorp, Company A would be interested in having more detailed discussions regarding a possible strategic partnership between the two companies.  Mr. Balletto relayed this expression of interest to the full Board of Directors.

On August 13, 2015, the President and Chief Executive Officer of Company A called Mr. Murphy, and expressed an interest in continuing dialogue regarding a possible strategic partnership between the two companies.  Mr. Murphy relayed this expression of interest to the full Board of Directors.

On August 25, 2015, President and Chief Executive Officer Balletto and Chairman of the Board Murphy met with the President and Chief Executive Officer and the Chief Financial Officer of a financial institution with operations in Massachusetts and Rhode Island (“Company B”), at the request of Company B.  The parties discussed general matters, including operating in the current banking environment.  Messrs. Balletto and Murphy reported the results of this discussion to the full Board of Directors.

On April 14, 2016, at a special board meeting, Georgetown Bancorp’s Board of Directors met as part of the Board’s ongoing assessment of Georgetown Bancorp’s strategic opportunities and challenges. Representatives of Keefe, Bruyette and Woods, Inc. (“KBW”) attended this meeting. KBW is a nationally recognized investment banking firm with substantial experience advising financial institutions, including with respect to mergers and acquisitions. In addition, KBW had previously served as financial advisor to Georgetown Bancorp in its “second-step” conversion and related stock offering that was completed in 2012. At this meeting, KBW discussed with the Board a general outlook for the economy, and reviewed the banking industry in general.  KBW also compared Georgetown Bancorp’s operating results to those of certain other publicly traded regional and national financial institutions. The Board also discussed both the mergers and acquisitions environment as well as 14 financial institutions with assets greater than $700 million that could be considered potential acquirors of Georgetown Bancorp, including their financial ability to acquire Georgetown Bancorp at hypothetical prices. These institutions had a presence in the Boston, Massachusetts market area and appeared to have the resources to pursue a potential business combination with Georgetown Bancorp and the ability to execute and complete a transaction.  The list of 14 institutions included Salem Five Bancorp, Company A and Company B.

At this special board meeting, the Board of Directors also discussed preliminary operating results for the quarter ended March 31, 2016.  The Board of Directors discussed that revenues had been negatively affected by Georgetown Bancorp’s enhancing its regulatory compliance staff and compliance programs, and the expectation that net income for the year ending December 31, 2016 would be significantly lower than net income for the year ended December 31, 2015.

On April 27, 2016, President and Chief Executive Officer Balletto and Chairman of the Board Murphy again met with the President and Chief Executive Officer and the Chief Financial Officer of Company B, at the request of Company B.  The parties discussed general matters, including current trends in the banking industry.  The parties agreed to remain in contact.  Messrs. Balletto and Murphy reported the results of this discussion to the full Board of Directors.

On May 4, 2016, at a special board meeting, the Board of Directors met to consider whether the Board should initiate a process for the potential sale of Georgetown Bancorp.  Representatives of KBW attended this meeting. The Board again reviewed the 14 institutions considered at the April 14, 2016 meeting.  The Board also considered expected costs that would be incurred in connection with a merger transaction, such as payments to terminate contracts with service providers and payments due under management change in control agreements, and how these costs would affect pricing in a merger transaction.  The Board reviewed with legal counsel the Board’s fiduciary duties in connection with different types of merger transactions.  The Board and KBW then discussed the engagement of KBW to render financial advisory and investment banking services to Georgetown Bancorp in connection with a possible sale of Georgetown Bancorp.  KBW also reviewed with the Board the merger and acquisition process.  At the end of this meeting, the Board of Directors authorized Chairman Murphy, Vice Chairman Mary L. Williams and President and Chief Executive Officer Balletto to negotiate the terms of KBW’s engagement.

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On May 17, 2016, at a special board meeting, the Board of Directors reviewed the proposed engagement of KBW, which had been negotiated with KBW with the assistance of legal counsel.  Legal counsel again reviewed the Board’s fiduciary duties.  The Board of Directors unanimously agreed to authorize management to engage KBW.  The Board also discussed the establishment of a special committee to assist the Board of Directors in its decision-making process in connection with the merger process.  The Board of Directors would retain all decision-making authority.  Committee members would be identified by the Chairman of the Board, subject to Board approval.  Following this meeting, on May 20, 2016, KBW was engaged to act as Georgetown Bancorp’s financial advisor in connection with the possible sale of Georgetown Bancorp.

At a meeting of the special committee on June 1, 2016 that was attended by representatives of KBW, the special committee reviewed 14 financial institutions that the Board of Directors could consider as potential purchasers of Georgetown Bancorp.  These were the same 14 financial institutions considered at the April 14 and May 6 board meetings.  The special committee discussed splitting the companies into two groups:  the primary group consisted of eight companies, including Company A and Company B, that were perceived to have the greatest potential interest in a transaction with Georgetown Bancorp and the experience and financial ability to compete aggressively in the process.  These companies would be contacted initially to determine an interest in acquiring Georgetown Bancorp.  The secondary group, consisting of six companies, including Salem Five Bancorp, that were perceived to be less interested or less capable of completing a transaction, or both, would be contacted in the event that initial contacts with the other eight companies did not yield satisfactory results.  After further discussion, a seventh company was added to the secondary list.  The special committee also reviewed how the process would be conducted and a potential timeline of events.

On June 14, 2016, at a special board meeting, the Board of Directors ratified the selection of Chairman Murphy, Vice Chairman Williams and directors Stephen L. Flynn and David A. Splaine as the members of the special committee, and confirmed that the committee would facilitate the review of information but would not make decisions without the approval of the full Board.  The Board then discussed the 15 companies that were considered potential merger partners for Georgetown Bancorp, and divided those companies into two groups in a manner similar to that discussed by the special committee.  The Board of Directors authorized KBW to begin contacting the eight companies that constituted the primary group.  The Board of Directors also discussed how the process would be conducted.

At Georgetown Bancorp’s direction, between June 20, 2016 and June 24, 2016, KBW contacted nine financial institution holding companies to determine their level of interest in a possible business combination with Georgetown Bancorp.  The financial institution holding companies contacted included all eight entities initially perceived to have the greatest potential interest in a transaction with Georgetown Bancorp and the experience and financial ability to compete aggressively in the process, and one additional financial institution holding company that was previously included on the secondary list, but had contacted KBW to express an interest in acquiring Georgetown Bancorp if it were interested in pursuing a business combination.

Eight of the nine parties, including Company A and Company B, indicated a preliminary interest and were sent customary non-disclosure agreements that identified Georgetown Bancorp as the target financial institution. Georgetown Bancorp, with the assistance of counsel, negotiated and executed non-disclosure agreements with seven of these potential merger parties. On June 27, 2016, a virtual data room containing a confidential information memorandum and additional information about Georgetown Bancorp was opened and access was granted to each of these seven parties after they executed non-disclosure agreements. Parties were initially given until July 29, 2016 to submit non-binding indications of interest.

On June 27, 2016, Salem Five Bancorp’s President and Chief Executive Officer, Ping Yin Chai, called President and Chief Executive Officer Balletto.  Following a general discussion, Mr. Chai expressed an interest in discussing a potential merger transaction with Georgetown Bancorp.  Mr. Balletto referred Mr. Chai to representatives of KBW.  KBW provided Salem Five Bancorp with a non-disclosure agreement, which Salem Five Bancorp executed on June 30, 2016.  Salem Five Bancorp was granted access to the virtual data room, including the confidential information memorandum, on June 30, 2016.

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At a regular board meeting held June 27, 2016, the Board of Directors reviewed the process and status to date, including which companies had executed non-disclosure agreements.

On July 5, 2016, the special committee held a meeting that was attended by representatives of KBW.  The special committee reviewed the process and status to date, including which companies had executed non-disclosure agreements.

On July 12, 2016, members of Georgetown Bancorp’s management met in person with representatives of Salem Five Bancorp. The meeting was held to answer additional due diligence questions from Salem Five Bancorp.

On July 19, 2016, members of Georgetown Bancorp’s management held a conference call with representatives of Company B, which had executed a non-disclosure agreement and accessed the virtual data room. The conference call was held to answer additional due diligence questions from Company B.

At a regular board meeting held July 25, 2016, the Board of Directors reviewed the process and status to date.

On July 28, 2016, members of Georgetown Bancorp’s management met in person with representatives of one of the financial institutions that had executed a non-disclosure agreement and accessed the virtual data room (“Company C”). The meeting was held to answer additional due diligence questions from Company C.

On July 29, 2016, Salem Five Bancorp submitted an indication of interest that contained a fixed, all-cash price of $24.75 per share of Georgetown Bancorp common stock.  Salem Five Bancorp did not offer board representation to any member of Georgetown Bancorp’s Board of Directors.  On that same day, Company C submitted an indication of interest that contained an all-stock price of $23.00 per share of Georgetown Bancorp common stock.  Company C proposed that one member of the Board of Directors of Georgetown Bancorp would be added to the board of directors of one of Company C’s subsidiary banks.  Company C’s indication of interest also required Georgetown Bancorp to negotiate exclusively with Company C. No other indications of interest from parties other than Salem Five Bancorp and Company C were received.

Following discussions between Salem Five Bancorp and KBW, on August 4, 2016, Salem Five Bancorp submitted a revised indication of interest that contained a fixed, all-cash price of $26.00 per share of Georgetown Bancorp common stock.  Salem Five Bancorp’s revised indication of interest also required Georgetown Bancorp to negotiate exclusively with Salem Five Bancorp.

On August 4, 2016, Company C notified KBW that Company C would not increase the price it was offering.

On August 5, 2016, the special committee met with representatives of KBW to review the process and status to date, as well as the initial and revised indications of interest received from Salem Five Bancorp.

On August 7, 2016, Company C contacted KBW to indicate that, based upon a recent increase in Company C’s stock price, it was increasing its offer to an all-stock price of $23.18 per share of Georgetown Bancorp common stock.  KBW discussed this recent development with the special committee on August 8, 2016.

At a special meeting held on August 8, 2016, the Board of Directors discussed with KBW the process and status to date, and KBW reported on the two indications of interest that had been received, and reviewed and discussed the terms of the two indications of interest.  The Board compared the pricing metrics of the indications of interest against those of selected New England merger transactions (transactions announced since January 1, 2013 where the target company had assets of less than $500 million).  The price to tangible book ratio of 151.7% offered by Salem Five Bancorp was just below the top quartile of pricing for these transactions, while the price to tangible book ratio of 134.7% offered by Company C was closer to the median pricing for these transactions.  Counsel again discussed with the Board its fiduciary duties, and the Board voted to authorize the special committee and

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management to negotiate an exclusivity agreement with Salem Five Bancorp.  Upon execution of the exclusivity agreement, the special committee and management were authorized to begin merger negotiations with Salem Five Bancorp, including conducting reverse due diligence. All major decisions would still be approved by the full Board of Directors.  The exclusivity agreement was executed on August 9, 2016, and provided that Georgetown Bancorp would negotiate exclusively with Salem Five Bancorp until September 16, 2016.

Salem Five Bancorp continued due diligence over the next few weeks.  At its regular meeting on August 22, 2016, the Board of Directors discussed with KBW the process to date and expected future events.  Georgetown Bancorp’s management, with the assistance of legal counsel, conducted in-person due diligence on Salem Five Bancorp on August 25, 2016, followed by telephone due diligence on September 7, 2016.  Representatives of KBW also attended the telephone meeting.

Counsel for Salem Five Bancorp provided an initial draft of the merger agreement on September 2, 2016.  The parties negotiated the terms of the merger agreement over the next few weeks.  On September 16, 2016, counsel for Salem Five Bancorp provided to counsel for Georgetown Bancorp initial proposals relating to consulting and post-merger employment for certain officers of Georgetown Bancorp, including a proposal with respect to Mr. Balletto.

On September 26, 2016, the special committee reviewed with KBW and legal counsel the process and status to date, and at a special meeting of the Board of Directors held on September 27, 2016 and attended by KBW and legal counsel, the Board of Directors reviewed the merger agreement in detail with legal counsel.  Legal counsel again reviewed the fiduciary obligations of the Board of Directors with respect to merger transactions.  The Board of Directors also agreed to extend the exclusivity period with Salem Five Bancorp to October 14, 2016, and received an update from KBW that KBW had not received any new or enhanced unsolicited offers of interest to acquire Georgetown Bancorp.

The parties continued negotiations regarding the terms of the merger agreement and exchanged drafts of and comments on the merger agreement.

On October 5, 2016, the Board of Directors held a special meeting.  Legal counsel updated the Board of Directors as to the status of negotiations with Salem Five Bancorp, and again discussed the Board’s fiduciary duties in the context of a merger transaction. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration to be received by the holders of Georgetown Bancorp common stock in the proposed merger was fair, from a financial point of view, to the holders of Georgetown Bancorp common stock.  After further discussion, and taking into consideration the factors described under “—Georgetown Bancorp’s Reasons for the Merger and Recommendation of the Board of Directors that Georgetown Bancorp Stockholders Vote “FOR” Approval of the Merger Agreement,” the Board of Directors voted unanimously to approve the merger agreement with Salem Five Bancorp in substantially the form presented, to recommend that Georgetown Bancorp stockholders vote to approve the merger agreement and the merger, and to authorize management, with the assistance of counsel, to finalize and execute the merger agreement and all related documents.

Following approval of the Board of Directors, on October 5, 2016, the parties executed the Merger Agreement. Georgetown Bancorp and Salem Five Bancorp issued a joint press release publicly announcing the transaction prior to the opening of the financial markets on October 6, 2016.

Georgetown Bancorp’s Reasons for the Merger and Recommendation of the Board of Directors that Georgetown Bancorp Stockholders Vote “FOR” Approval of the Merger Agreement

The Georgetown Bancorp Board of Directors reviewed and discussed the proposed merger with management and Georgetown Bancorp’s financial and legal advisors in unanimously determining that the proposed merger is in the best interests of Georgetown Bancorp and its stockholders. In reaching its determination to approve the Merger Agreement, the Board of Directors considered a number of factors affecting the business, operations,

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financial condition, earnings and future prospects of Georgetown Bancorp. The material factors considered by the Board of Directors included:

·                                           The business strategy and strategic plan of Georgetown Bancorp, its prospects for the future, and its projected financial results.

·                                           A review of the risks and prospects of Georgetown Bancorp remaining independent, including the challenges of the current financial, operating and regulatory environment.

·                                           Management’s stand-alone financial projections, which estimated that, even if fully executed, Georgetown Bancorp would not achieve through organic growth a comparable level of stockholder value that the merger is expected to offer.

·                                           Management’s assessment of the execution risks involved in attaining the performance levels assumed by the forecasts.

·                                           Conditions and activity in the mergers and acquisition market providing a unique window of opportunity with respect to a merger of Georgetown Bancorp and delivering accelerated and enhanced stockholder value, as compared to organic growth.

·                                           The increasing costs associated with banking regulation, compliance and technology.

·                                           The anticipated costs associated with continuing to develop and enhance Georgetown Bancorp’s business capabilities.

·                                           The form and amount of the merger consideration, including the reduced volatility provided by cash consideration.

·                                           The purchase price per share to be paid by Salem Five Bancorp and the resulting valuation multiples.

·                                           The employment prospects for Georgetown Bancorp’s employees within the combined company.

·                                           Georgetown Bancorp’s and Salem Five Bancorp’s shared corporate values and commitment to serve their clients and communities.

·                                           Salem Five Bancorp’s historically strong financial condition and results of operations.

·                                           A review of the historical financial statements and condition of Georgetown Bancorp and certain other internal information, primarily financial in nature, relating to the business, earnings and financial condition of Georgetown Bancorp.

·                                           The fact that the merger would combine two established banking franchises to create a well-positioned community bank with nearly $4.3 billion in assets.

·                                           The ability of Salem Five Bancorp to complete the merger from a business, financial and regulatory perspective.

·                                           The geographic fit of the branch networks of the combined company.

·                                           The effects of the merger on Georgetown Bank’s customers.

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·                                           The scale, scope, strength and diversity of operations, product lines and delivery systems that could be achieved by the combined company.

·                                           The likelihood of successful integration and operation of the combined company.

·                                           The likelihood of obtaining the stockholder and regulatory approvals needed to complete the transaction.

·                                           The analyses presented by Luse Gorman, PC as to the structure of the merger, the Merger Agreement, the fiduciary and legal obligations applicable to directors when considering a sale or merger of a company, and the process that Georgetown Bancorp (including its Board of Directors) employed in considering potential strategic alternatives, including the merger with Salem Five Bancorp.

·                                           The results of the solicitation process conducted by Georgetown Bancorp, with the advice and assistance of its advisors.

·                                           Certain structural protections included in the Merger Agreement, including:

·                                           the fact that the Merger Agreement does not preclude a third party from making an unsolicited acquisition proposal to Georgetown Bancorp and that, under certain circumstances more fully described under “—Agreement Not to Solicit Other Offers,” Georgetown Bancorp may furnish non-public information to and enter into discussions with such a third party regarding an acquisition proposal;

·                                           the ability of the Georgetown Bancorp Board of Directors to submit the Merger Agreement to stockholders without recommendation, in which event the Board of Directors may communicate the basis for its lack of a recommendation to the extent required by law;

·                                           the ability of Georgetown Bancorp to terminate the Merger Agreement to enter into a definitive agreement for a superior proposal if certain requirements are met, in each case subject to the payment of a termination fee by Georgetown Bancorp of $2.0 million, an amount that was negotiated at arm’s-length and was determined by the Georgetown Bancorp Board of Directors to be reasonable; and

·                                           the covenant of Salem Five Bancorp to use its reasonable best efforts to obtain regulatory approval.

·                                           The financial presentation, dated October 5, 2016, of KBW to the Georgetown Bancorp Board of Directors and the opinion, dated October 5, 2016, of KBW to the Georgetown Bancorp Board of Directors as to the fairness, from a financial point of view, as of the date of the opinion, to the holders of Georgetown Bancorp common stock of the merger consideration in the merger, as more fully described below under “—Opinion of Georgetown Bancorp’s Financial Advisor.”

The Georgetown Bancorp Board of Directors also considered a number of potential risks and uncertainties in connection with its consideration of the proposed merger, including, without limitation, the following:

·                                           The challenges of integrating Georgetown Bancorp’s business, operations and employees with those of Salem Five Bancorp.

·                                           The need to and likelihood of obtaining approval of stockholders of Georgetown Bancorp and regulators in order to complete the transaction.

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·                                           The risks and costs associated with entering into the Merger Agreement and restrictions on the conduct of Georgetown Bancorp’s business before the merger is completed.

·                                           The fact that a termination fee of $2.0 million would have to be paid to Salem Five Bancorp under certain circumstances described in the Merger Agreement and discussed further under the caption “—Termination Fee.”

·                                           The impact that provisions of the Merger Agreement relating to payment of a termination fee by Georgetown Bancorp may have on Georgetown Bancorp receiving an alternative takeover proposal.

·                                           The potential costs associated with executing the Merger Agreement, including change in control payments and related costs, as well as estimated advisor fees.

·                                           The possibility of litigation in connection with the merger.

The Board of Directors evaluated the factors described above and reached a unanimous determination that the merger was in the best interests of Georgetown Bancorp and its stockholders. In reaching its determination to approve and recommend the transaction, Georgetown Bancorp’s Board of Directors looked at the totality of the information presented to it and did not assign any relative or specific weights to any of the individual factors considered, and individual directors may have given different weights to different factors. The Board of Directors considered these factors as a whole, including the potential risks, uncertainties and disadvantages associated with the merger, and overall considered the benefits of the merger to be favorable and outweigh the potential risks, uncertainties and disadvantages of the merger. It should be noted that this explanation of the Board of Directors’ reasoning and certain other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Concerning Forward-Looking Information.”

The Board of Directors unanimously determined that the merger, the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Georgetown Bancorp and its stockholders. The Board of Directors also unanimously determined that the Merger Agreement and the transactions contemplated thereby are consistent with, and in furtherance of, Georgetown Bancorp’s business strategies. Accordingly, the Board of Directors unanimously approved and adopted the Merger Agreement and the merger and unanimously recommends that Georgetown Bancorp stockholders vote “FOR” approval of the Merger Agreement and the merger.

The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive, but constitutes the material factors considered by the Board. In reaching its unanimous determination to approve and recommend the Merger Agreement, the Board did not assign any relative or specific weights to the foregoing factors, and individual directors may have weighed factors differently. The terms of the Merger Agreement were the product of arm’s-length negotiations between representatives of Georgetown Bancorp and Salem Five Bancorp.

Opinion of Georgetown Bancorp’s Financial Advisor

Georgetown Bancorp engaged KBW to render financial advisory and investment banking services to Georgetown Bancorp, including an opinion to the Georgetown Bancorp Board of Directors as to the fairness, from a financial point of view, to the holders of Georgetown Bancorp common stock of the merger consideration to be received by such stockholders in the merger. Georgetown Bancorp selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Georgetown Bancorp Board held on October 5, 2016, at which the Georgetown Bancorp Board evaluated the proposed merger.  At this meeting,

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KBW reviewed the financial aspects of the proposed merger and rendered to the Georgetown Bancorp Board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration to be received by the holders of Georgetown Bancorp common stock in the proposed merger was fair, from a financial point of view, to the holders of Georgetown Bancorp common stock. The Georgetown Bancorp Board unanimously approved the Merger Agreement at the October 5, 2016 meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Appendix B to this proxy statement and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.  KBW has consented to the inclusion of its opinion letter as Appendix B to this proxy statement.

KBW’s opinion speaks only as of the date of the opinion.  The opinion was directed to the Georgetown Bancorp Board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration to the holders of Georgetown Bancorp common stock.  It did not address the underlying business decision to engage in the merger or enter into the Merger Agreement or constitute a recommendation to the Georgetown Bancorp Board in connection with the merger, and it does not constitute a recommendation to any holder of Georgetown Bancorp common stock or any stockholder of any other entity regarding how to vote in connection with the merger or any other matter, nor does it constitute a recommendation as to whether or not any such stockholder should enter into a voting, stockholders’, or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such stockholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Georgetown Bancorp and bearing upon the merger, including among other things:

·                                           a draft of the merger agreement dated October 4, 2016 (the most recent draft then made available to KBW);

·                                           the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2015 of Georgetown Bancorp;

·                                           the unaudited quarterly financial statements and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2016 and June 30, 2016 of Georgetown Bancorp;

·                                           certain regulatory filings of Georgetown Bancorp and Georgetown Bank, including (as applicable) the semi-annual reports on Form FR Y-9SP and quarterly reports on Form FR Y-9C and quarterly call reports required to be filed with respect to each semi-annual period and quarter (as the case may be) during the three-year period ended December 31, 2015, to the quarter ended March 31, 2016 and to the semi-annual period and quarter ended June 30, 2016;

·                                           certain other interim reports and other communications of Georgetown Bancorp to its stockholders; and

·                                           other financial information concerning the business and operations of Georgetown Bancorp and Salem Five Bancorp that was furnished to KBW by Georgetown Bancorp or Salem Five Bancorp or that KBW was otherwise directed to use for purposes of KBW’s analyses.

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KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

·                                           the historical and current financial position and results of operations of Georgetown Bancorp;

·                                           the assets and liabilities of Georgetown Bancorp;

·                                           the nature and terms of certain other merger transactions and business combinations in the banking industry;

·                                           a comparison of certain financial and stock market information for Georgetown Bancorp with similar information for certain other companies the securities of which are publicly traded; and

·                                           financial and operating forecasts and projections of Georgetown Bancorp that were prepared by, and provided to KBW and discussed with KBW by, Georgetown Bancorp management and that were used and relied upon by KBW at the direction of such management and with the consent of the Georgetown Bancorp Board.

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions that were held with the respective managements of Georgetown Bancorp and Salem Five Bancorp regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by or on behalf of Georgetown Bancorp, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with Georgetown Bancorp.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Georgetown Bancorp as to the reasonableness and achievability of the financial and operating forecasts and projections of Georgetown Bancorp referred to above (and the assumptions and bases therefor) that were prepared by, and provided to KBW and discussed with KBW by, such management and KBW assumed that such forecasts and projections were reasonably prepared on a bases reflecting the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management.

It is understood that such forecasts, projections and estimates provided to KBW and used and relied upon by it were not prepared with the expectation of public disclosure, that all such information was based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions and that, accordingly, actual results could vary significantly from those set forth in such forecasts, projections and estimates. KBW assumed, based on discussions with the management of Georgetown Bancorp and with the consent of Georgetown Bancorp, that the forecasts, estimates and projections of Georgetown Bancorp that were prepared and provided to KBW by Georgetown Bancorp management provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Georgetown Bancorp since the date of the last financial statements that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Georgetown Bancorp’s consent,

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that the aggregate allowances for loan and lease losses for Georgetown Bancorp are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Georgetown Bancorp or Salem Five Bancorp, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Georgetown Bancorp or Salem Five Bancorp under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be bought or sold. Because such estimates are inherently subject to uncertainty, KBW assumed no responsibility or liability for their accuracy.

KBW assumed that, in all respects material to its analyses:

·                                           the merger and any related transaction (including the bank subsidiary merger) would be completed substantially in accordance with the terms set forth in the draft merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft version reviewed by KBW) with no adjustments to the merger consideration and with no other payments in respect of Georgetown Bancorp common stock;

·                                           the representations and warranties of each party in the Merger Agreement and in all related documents and instruments referred to in the Merger Agreement were true and correct;

·                                           each party to the Merger Agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

·                                           there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transaction (including the bank subsidiary merger) and that all conditions to the completion of the merger and any related transaction (including the bank subsidiary merger) would be satisfied without any waivers or modifications to the Merger Agreement or any of the related documents; and

·                                           in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transaction (including the bank subsidiary merger), no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Georgetown Bancorp.

KBW assumed that the merger would be consummated in a manner that complied with all applicable federal and state statutes, rules and regulations. KBW was further advised by Georgetown Bancorp that Georgetown Bancorp relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Georgetown Bancorp, Salem Five Bancorp, Bright Star, Inc., the merger and any related transaction (including the bank subsidiary merger), and the Merger Agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, to the holders of Georgetown Bancorp common stock of the merger consideration to be received by such stockholders in the merger. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank subsidiary merger), including without limitation, the form or structure of the merger or any related transaction, any consequences of the merger or any related transaction to Georgetown Bancorp, its stockholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to

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update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

·                                     the underlying business decision of Georgetown Bancorp to engage in the merger or enter into the Merger Agreement;

·                                     the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by Georgetown Bancorp or the Georgetown Bancorp Board;

·                                     the fairness of the amount or nature of the compensation to any of Georgetown Bancorp’s officers, directors or employees, or any class of such persons, relative to the compensation to the holders of Georgetown Bancorp common stock;

·                                     the effect of the merger or any related transaction on, or the fairness of any consideration to be received by, holders of any class of securities of Georgetown Bancorp (other than the holders of Georgetown Bancorp common stock (solely with respect to the merger consideration, as described in KBW’s opinion and not relative to any consideration to be received by holders of any other class of securities)) or any other party to any transaction contemplated by the Merger Agreement;

·                                     whether Salem Five Bancorp has sufficient cash, available lines of credit or other sources of funds to enable it to pay the merger consideration to the holders of Georgetown Bancorp common stock at the closing of the merger;

·                                     any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the Merger Agreement; or

·                                     any legal, financial reporting, regulatory, accounting, tax or similar matters relating to Georgetown Bancorp, Salem Five Bancorp, their respective stockholders, Bright Star, Inc., or relating to or arising out of or as a consequence of the merger or any related transaction (including the bank subsidiary merger).

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW and Georgetown Bancorp. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be bought or sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the Georgetown Bancorp Board in making its determination to approve the Merger Agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Georgetown Bancorp Board with respect to the fairness of the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between Georgetown Bancorp and Salem Five Bancorp and the decision of Georgetown Bancorp to enter into the Merger Agreement was solely that of the Georgetown Bancorp Board.

The following is a summary of the material financial analyses presented by KBW to the Georgetown Bancorp Board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Georgetown Bancorp Board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format.  The tables alone do not constitute a complete description of the financial analyses.  The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances.  Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it

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considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor.  Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Selected Companies Analysis . Using publicly available information, KBW compared the financial performance, financial condition and market performance of Georgetown Bancorp to 10 selected banks and thrifts headquartered in the Northeastern region (defined as Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont) that were publicly traded with total assets between $200 million and $500 million. Announced merger targets and mutual holding companies were excluded from the selected companies.

The selected companies were as follows:

To perform this analysis, KBW used profitability data and other financial information as of, or for the latest 12 months (“LTM”) or most recent reported quarter ended, June 30, 2016 and market pricing data as of September 30, 2016. Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in Georgetown Bancorp’s historical financial statements, as a result of the different period, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Georgetown Bancorp and the selected companies:

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KBW’s analysis also showed the following concerning the financial condition of Georgetown Bancorp and the selected companies:

(1) Nonperforming assets include nonaccrual loans, loans 90+ days past due, TDRs and OREO.

In addition, KBW’s analysis showed the following concerning the market performance of Georgetown Bancorp and, to the extent publicly available, the selected companies: