RIGHTS AGREEMENTRights Agreement • July 7th, 2017 • Bank of Marin Bancorp • State commercial banks • New York
On July 6, 2017, the Board of Directors of Bank of Marin Bancorp (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, no par value (the “Common Shares”), of the Company. The dividend was declared subject to certain conditions that have since been satisfied. The dividend was paid on July 23, 2017 (the “Record Date”), to the shareholders of record on that date. Each Right entitled the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-hundredth of a Preferred Share (the “Original Purchase Price”), subject to adjustment. The description and terms of the Rights were set forth in a Rights Agreement dated as of July 6, 2017 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
Letter to ShareholdersBank of Marin Bancorp • July 7th, 2017 • State commercial banks
The Board of Directors of Bank of Marin Bancorp is committed to protecting and maximizing the value of your investment in the Company and in giving you the optimum opportunity to participate in its long-term value.
