Exhibit 99.2
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| | | Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 2:00 a.m., Eastern Time, on July 27, 2016. |
| | |  | | Vote by Internet • Go towww.investorvote.com/NEB • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website |
| | | Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message |
| Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | | x | |
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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| A | | Proposals — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED PROPOSALS. |
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1. Approve the Agreement and Plan of Merger, dated as of March 17, 2016, by and among Independent Bank Corp., Rockland Trust Company, New England Bancorp, Inc. (the “Company”) and Bank of Cape Cod, and to approve the transactions contemplated by the merger agreement, including the merger of the Company with and into Independent Bank Corp. | | For ¨ | | Against ¨ | | Abstain ¨ | | + |
2. Authorize the Board of Directors of the Company to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the merger agreement proposal or to vote on other matters properly before the special meeting. | | ¨ | | ¨ | | ¨ | | |
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| Change of Address — Please print your new address below. | | Comments— Please print your comments below. | | Meeting Attendance |
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| | | | | | | | | Mark the box to the right if you plan to attend the Special Meeting. | | ¨ |
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| C | | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
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| Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder may sign but only one signature is required. |
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Date (mm/dd/yyyy) — Please print date below. | | Signature 1 — Please keep signature within the box. | | Signature 2 — Please keep signature within the box. |
02DMAE
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
REVOCABLE PROXY — NEW ENGLAND BANCORP, INC.
Special Meeting of Shareholders on July 27, 2016 at 10:00 a.m., Local Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of New England Bancorp, Inc. (the “Company”), consisting of Robert A. Pemberton and Timothy T. Telman or any of them, with full power of substitution in each, to act as proxy for the undersigned, and to vote all shares of common stock of the Company that the undersigned is entitled to vote only at the Special Meeting of Shareholders to be held on July 27, 2016 at 10:00 a.m., local time, at The Cape Codder Resort and Spa, 1225 Iyannough Road, Hyannis, Massachusetts and at any adjournments thereof, with all of the powers the undersigned would possess if personally present at such meeting as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED PROPOSALS.
This proxy is revocable and will be voted as directed, but if no instructions are specified, this proxy, properly signed and dated, will be voted “FOR” each of the proposals listed. If any other business is presented at the Special Meeting, this proxy will be voted by the proxies in their judgment. At the present time, the Board of Directors knows of no other business to be presented at the Special Meeting. This proxy also confers discretionary authority on the official proxy committee of the Company to vote on matters incident to the conduct of the meeting.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
