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Kinderhook Bank Corp. Announces Stockholder and Regulatory Approvals for Proposed Merger

April 24, 2019

KINDERHOOK, N.Y. & SYRACUSE, N.Y.--(BUSINESS WIRE)--Apr 24, 2019--Kinderhook Bank Corp. (“Kinderhook”) (OTCQB: NUBK), the parent bank holding company of The National Union Bank of Kinderhook (“Kinderhook Bank”) announced that at a Special Meeting of Stockholders on April 23, 2019, Kinderhook stockholders overwhelmingly voted to approve the proposed acquisition of Kinderhook by Community Bank System, Inc. (“CBU”)(NYSE: CBU), the parent bank holding company of Community Bank, N.A., (“Community Bank”) and the merger of Kinderhook Bank with and into Community Bank at the meeting of Kinderhook stockholders held yesterday. Kinderhook reports that more than 97% of the votes cast were voted to approve the proposed merger and that more than 85% of issued and outstanding shares was represented at the meeting. All required regulatory approvals have been received and the merger is expected to close on July 12, 2019.

John A. Balli, President and Chief Executive Officer of Kinderhook, stated, “The merger will join two high-quality franchises with long histories of service to their customers and communities. We are pleased about the potential benefits of the merger for our stockholders, customers, the communities we serve, and our employees. Our customers will continue to receive the highly personalized service they expect from many of the same people they already know and trust, while having access to an expanded set of products and services available from the larger combined organization with an extensive branch network.”

Pursuant to the terms of the merger agreement, Kinderhook will merge with Community, and Kinderhook Bank will merge with and into Community Bank in an all cash transaction. Kinderhook stockholders will receive $62.00 per share of KBC common stock that they hold.

About Community Bank System, Inc.

Community Bank System, Inc. operates more than 230 customer facilities across Upstate New York and Northeastern Pennsylvania, Vermont, and Western Massachusetts through its banking subsidiary, Community Bank, N.A. With assets of approximately $10.9 billion, the DeWitt, N.Y. headquartered company is among the country’s 150 largest financial institutions. In addition to a full range of retail, municipal, and business banking services, the Company offers comprehensive financial planning, trust and wealth management services through its’ Community Bank Wealth Management Group and OneGroup NY, Inc. operating units. The Company’s Benefit Plans Administrative Services, Inc. subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund administration and actuarial and consulting services to customers on a national scale. Community Bank System, Inc. is listed on the New York Stock Exchange and the Company’s stock trades under the symbol CBU. For more information about Community Bank visit www.communitybankna.com or http://ir.communitybanksystem.com.

About Kinderhook Bank Corp.

Kinderhook Bank Corp. has total assets of approximately $632 million, and is the holding company for The National Union Bank of Kinderhook. The bank’s business, municipal, and consumer customers enjoy personalized relationships, online and mobile banking options, with 11 branches in upstate New York. Kinderhook Bank Corp. is listed on the OTCQB Venture Market and trades under the symbol NUBK. For more information about Kinderhook Bank visit www.nubk.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of the words “will,” “anticipate,” “expect,” “intend,” “estimate,” “target,” and words of similar import. Forward-looking statements are not historical facts but instead express only management’s current beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. The following factors, among others, could cause the actual results of the Companies’ operations to differ materially from the Companies’ expectations: the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to successfully integrate operations in the proposed merger; the effect of the announcement of the proposed merger on the ability of Kinderhook Bank Corp. to maintain relationships with its key partners, customers and employees, and on its operating results and business generally; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements. The Companies do not assume any duty to update forward-looking statements.

View source version on businesswire.com:https://www.businesswire.com/news/home/20190424005848/en/

CONTACT: Community Bank System, Inc.

Joseph E. Sutaris, E.V.P. and Chief Financial Officer

(315) 445-7396

or

Kinderhook Bank Corp.

John A. Balli, President and Chief Executive Officer

(518) 758-7101

KEYWORD: UNITED STATES NORTH AMERICA NEW YORK

INDUSTRY KEYWORD: PROFESSIONAL SERVICES BANKING FINANCE

SOURCE: Kinderhook Bank Corp.

Copyright Business Wire 2019.

PUB: 04/24/2019 12:25 PM/DISC: 04/24/2019 12:25 PM

http://www.businesswire.com/news/home/20190424005848/en

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