On April 16, 2021, Bank of Marin Bancorp, parent company of Bank of Marin, entered into an Agreement to Merge and Plan of Reorganization (the “Agreement”) with American River Bankshares, parent company of American River Bank, pursuant to which, among other things, (I) AMRB would merge with and into BMRC, with BMRC surviving, and thereafter (II) American River Bank would merge with and into Bank of Marin, with Bank of Marin surviving. On August 9, 2021 Bancorp announced that two new directors were added to the Boards of Directors of BMRC and the Bank, effective immediately. The two new directors are Charles D. Fite, and Nicolas Anderson. With these additions, the BMRC and Bank Boards are now comprised of 14 directors. Subject to fiduciary duties of the BMRC Board, BMRC is required to include Messrs. Fite and Anderson on the list of nominees for director presented by the BMRC Board and for which the BMRC Board will solicit proxies in connection with BMRC’s 2022 annual meeting of shareholders. Messrs. Fite and Anderson have not yet been appointed to any committees of the BMRC Board.