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Community Bank System, Inc. Announces Stockholder and Regulatory Approvals Received for Kinderhook Bank Corp. Merger

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SYRACUSE, N.Y.–(BUSINESS WIRE)–Community Bank System, Inc. (NYSE: CBU) (the “Company”) announced that
the Stockholders of Kinderhook Bank Corp. (“Kinderhook”), at its Special
Stockholders Meeting held on April 23, 2019, overwhelmingly voted to
approve the proposed merger of Kinderhook with the Company (the
“Merger”). Kinderhook reported that more than 97% of the votes cast were
voted to approve the Merger and that more than 85% of issued and
outstanding shares were represented at the Special Meeting.

As announced earlier this week, the Company has received the regulatory
approvals necessary to complete the Merger, including approval from the
Office of the Comptroller of the Currency and a waiver from filing an
application with the Federal Reserve Bank of New York. The Merger is
expected to close on July 12, 2019, subject to customary closing
conditions.

Mark E. Tryniski, the President and Chief Executive Officer of the
Company, stated, “We are excited to hear of the strong support by the
Kinderhook stockholders for the merger. This approval and the recent
regulatory approvals allow us to set a projected closing date of July
12, 2019. Community Bank looks forward to the opportunity to welcome
Kinderhook Bank’s customers and employees to our family as we work
together to integrate two high-quality banks with long histories of
service to their customers and communities. We are dedicated to
Kinderhook Bank’s customers and both teams are working to make the
transition to Community Bank as seamless as possible. We hope that our
new customers will enjoy the larger branch network and variety of
financial services Community Bank and its subsidiaries have to offer.”

On January 22, 2019, the Company announced that it entered into a
definitive agreement with Kinderhook, parent company of National Union
Bank of Kinderhook, pursuant to which the Company will acquire
Kinderhook in an all cash transaction representing total consideration
valued at approximately $93.4 million. The Merger will extend the
Company’s footprint into the Capital District of Upstate New York with
the addition of 11 branch locations across a five county area in the
Capital District of Upstate New York.

About Community Bank System, Inc.

Community Bank System, Inc. operates more than 230 customer facilities
across Upstate New York, Northeastern Pennsylvania, Vermont, and Western
Massachusetts through its banking subsidiary, Community Bank, N.A. With
assets of over $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, business, and municipal banking services, the
Company offers comprehensive financial planning 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 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.cbna.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.

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The
following factors, among others, could cause the actual results of CBU’s
operations to differ materially from CBU’s expectations: the successful
integration of operations of its acquisitions; competition; changes in
economic conditions, interest rates and financial markets; changes in
legislation or regulatory requirements; and the timing for receiving
regulatory approvals and completing pending transactions.
These
statements are based on the current beliefs and expectations of CBU’s
management and CBU does not assume any duty to update forward-looking
statements.

Contacts

Joseph E. Sutaris, EVP & Chief Financial Officer
Office: (315)
445-7396

SYRACUSE, N.Y.–(BUSINESS WIRE)–Community Bank System, Inc. (NYSE: CBU) (the “Company”) announced that
the Stockholders of Kinderhook Bank Corp. (“Kinderhook”), at its Special
Stockholders Meeting held on April 23, 2019, overwhelmingly voted to
approve the proposed merger of Kinderhook with the Company (the
“Merger”). Kinderhook reported that more than 97% of the votes cast were
voted to approve the Merger and that more than 85% of issued and
outstanding shares were represented at the Special Meeting.

As announced earlier this week, the Company has received the regulatory
approvals necessary to complete the Merger, including approval from the
Office of the Comptroller of the Currency and a waiver from filing an
application with the Federal Reserve Bank of New York. The Merger is
expected to close on July 12, 2019, subject to customary closing
conditions.

Mark E. Tryniski, the President and Chief Executive Officer of the
Company, stated, “We are excited to hear of the strong support by the
Kinderhook stockholders for the merger. This approval and the recent
regulatory approvals allow us to set a projected closing date of July
12, 2019. Community Bank looks forward to the opportunity to welcome
Kinderhook Bank’s customers and employees to our family as we work
together to integrate two high-quality banks with long histories of
service to their customers and communities. We are dedicated to
Kinderhook Bank’s customers and both teams are working to make the
transition to Community Bank as seamless as possible. We hope that our
new customers will enjoy the larger branch network and variety of
financial services Community Bank and its subsidiaries have to offer.”

On January 22, 2019, the Company announced that it entered into a
definitive agreement with Kinderhook, parent company of National Union
Bank of Kinderhook, pursuant to which the Company will acquire
Kinderhook in an all cash transaction representing total consideration
valued at approximately $93.4 million. The Merger will extend the
Company’s footprint into the Capital District of Upstate New York with
the addition of 11 branch locations across a five county area in the
Capital District of Upstate New York.

About Community Bank System, Inc.

Community Bank System, Inc. operates more than 230 customer facilities
across Upstate New York, Northeastern Pennsylvania, Vermont, and Western
Massachusetts through its banking subsidiary, Community Bank, N.A. With
assets of over $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, business, and municipal banking services, the
Company offers comprehensive financial planning 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 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.cbna.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.

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The
following factors, among others, could cause the actual results of CBU’s
operations to differ materially from CBU’s expectations: the successful
integration of operations of its acquisitions; competition; changes in
economic conditions, interest rates and financial markets; changes in
legislation or regulatory requirements; and the timing for receiving
regulatory approvals and completing pending transactions.
These
statements are based on the current beliefs and expectations of CBU’s
management and CBU does not assume any duty to update forward-looking
statements.

Contacts

Joseph E. Sutaris, EVP & Chief Financial Officer
Office: (315)
445-7396

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