March 15, 2017

Kinderhook Bank Corp. & Patriot Federal Bank Announce Plan to Merge

Kinderhook Bank Corp. (OTCQB: NUBK), the parent bank holding company of The National Union Bank of Kinderhook (“Kinderhook Bank”), and Patriot Federal Bank (“Patriot”) announced today that they have agreed to merge in an all-stock transaction. The proposed merger of these two strong community banks is subject to approval by regulatory agencies and the shareholders of Patriot and customary closing conditions. The transaction is expected to close in the fourth quarter of 2017.

The combined organization would operate as Kinderhook Bank with 11 offices across five counties and, based on financial results as of December 31, 2016, approximately $601 million in total assets, $446 million in total loans and $521 million in total deposits.

Pursuant to the terms of the merger agreement, Patriot would merge into Kinderhook Bank and Patriot shareholders would receive 0.300 shares of Kinderhook Bank Corp. common stock for each share of Patriot Federal Bank common stock. Upon closing, Patriot shareholders will own approximately 29% of the stock in the combined company, on a fully-diluted basis.

Patriot, headquartered in Canajoharie, NY, is a federally chartered savings institution organized in 2005. It serves customers in Montgomery and Fulton counties, NY, from offices in Amsterdam, Canajoharie and Johnstown, all of which would remain open after the merger and operate as
Kinderhook Bank branches. The National Union Bank of Kinderhook is a 164-year-old independent community bank with offices in Albany, Chatham, Delmar, East Greenbush, Greenport, Kinderhook, Latham and Valatie, NY.

John A. Balli, president and chief executive officer of Kinderhook Bank, will serve as president and chief executive officer of the combined organization. He expects the majority of Patriot employees will be invited to become part of the Kinderhook Bank team, and the bank will continue its focus on
providing the highest level of customer service.

“We believe that combining Kinderhook Bank and Patriot will create greater opportunities to serve our customers and communities, provide for more career options for employees, and offer enhanced returns for our shareholders,” Mr. Balli said.

“Patriot’s strong residential  lending expertise complements Kinderhook Bank’s robust commercial lending business. Both are strong community banks that are a good fit financially, strategically and culturally, and the combined organization will be able to offer larger lending limits, creating a bank with  greater  scale,  product  breadth  and  efficiency  to  compete  more  effectively  and  deliver  strong returns to our shareholders.”

Kathleen J. Wolfe, president and chief executive officer of Patriot, said: “Combining with Kinderhook was  a  clear  strategic  choice  for  Patriot.  Our  customers  and  communities  will  benefit  from  the resources of a larger banking organization committed to serving local businesses and individuals. We believe our combined growth prospects are strong.”

Endicott Financial Advisors LLC served as financial advisor to Kinderhook and rendered a fairness opinion in connection with the transaction.  Cranmore, FitzGerald & Meaney served as legal counsel to KBC.  The Bank Advisory Group served as  financial advisor to Patriot and rendered a  fairness opinion.  Hunton & Williams served as legal counsel to Patriot.