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Notice of Adoption of Plan of Conversion

NOTICE OF ADOPTION OF PLAN OF CONVERSION AND REORGANIZATION Notice is hereby given that on September 8, 2020, the Board of Directors of Community First Bancshares, MHC, Covington, Georgia ("CF MHC"), adopted a Plan of Conversion and Reorganization (the "Plan"), pursuant to which CF MHC will convert from a mutual holding company to a stock holding company. CF MHC is the mutual holding company that owns a majority of the outstanding common stock of Community First Bancshares, Inc. ("CFBI"), Covington, Georgia, the mid-tier stock holding company that owns all of the outstanding common stock of Newton Federal Bank, Covington, Georgia, a federal stock savings association. Pursuant to the Plan, a new Maryland corporation (the "New Holding Company"), which will succeed to CFBI, will offer for sale shares of its common stock, representing CF MHC's ownership interest in CFBI, to depositors of Newton Federal Bank (including depositors of the former Affinity Bank) and others in a subscription offering and, if necessary, a community offering and/or a syndicated community offering. As a result of the conversion, both CF MHC and CFBI will no longer exist and the New Holding Company will own all of the outstanding common stock of Newton Federal Bank, which will change its name to "Affinity Bank." Pursuant to the Plan, and as part of the conversion, each share of common stock of CFBI held by persons other than CF MHC (the "minority stockholders") will be converted into and become the right to receive a number of shares of common stock of the New Holding Company pursuant to an exchange ratio, established at the time of conversion, designed to preserve in the New Holding Company the same aggregate percentage ownership interest that the minority stockholders will have in CFBI immediately before the conversion, exclusive of the purchase of any additional shares of common stock of the New Holding Company by minority stockholders in the offering and the effect of cash received in lieu of issuance of fractional shares of common stock of the New Holding Company, and adjusted to reflect certain assets held by CF MHC. The total number of shares of common stock of the New Holding Company to be issued in the conversion will be based on the aggregate pro forma market value of the common stock of the New Holding Company, as determined by an independent appraisal. The Plan establishes June 30, 2019 as the eligibility record date for determining the eligible account holders of Newton Federal Bank and the former Affinity Bank, which was merged into Newton Federal Bank in January 2020, entitled to receive first priority non-transferable subscription rights to subscribe for shares of common stock of the New Holding Company. The record date for the supplemental eligible account holders of Newton Federal Bank entitled to receive non-transferable subscription rights to subscribe for shares of common stock of the New Holding Company will be the last day of the quarter before receipt of requisite regulatory approvals. Voting members of CF MHC (depositors of Newton Federal Bank) will be entitled to subscribe for shares of common stock of the New Holding Company after priority orders of eligible account holders and supplemental eligible account holders are filled in accordance with the Plan. The Plan is subject to approval by the Board of Governors of the Federal Reserve System, by at least a majority of the votes eligible to be cast by members of CF MHC (depositors of Newton Federal Bank) at a meeting of members, and by the holders of at least two-thirds of the outstanding shares of common stock of CFBI, including by the holders of a majority of the outstanding shares owned by stockholders other than CF MHC. Before regulatory approval, members of CF MHC (depositors of Newton Federal Bank) will have an opportunity to file written comments, including objections and supporting materials, with the Board of Governors of the Federal Reserve System. The conversion will not change the terms of the deposit accounts with or loans from Newton Federal Bank. The deposit accounts with Newton Federal Bank will remain insured by the Federal Deposit Insurance Corporation, without interruption, to the fullest extent provided by law. The normal business of Newton Federal Bank will continue without interruption and it will continue to offer customers the same banking products and services that it has offered through its existing banking offices and by its current management team and employees. A copy of the Plan is available for inspection by members of CF MHC (depositors of Newton Federal Bank) at each office of Newton Federal Bank. 9/20/20
September 20, 2020
October 19, 2020
October 19, 2020 8:10pm