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Bank of Marin Bancorp Announces New Shareholder Rights Plan

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The Board of Directors of Bank of Marin Bancorp (NASDAQ:BMRC) announced
today that it has executed a rights agreement in connection with the
adoption of a new shareholder rights plan. In connection with the new
plan, the Company declared a dividend distribution of one right for each
outstanding share of the Company's common stock to holders of record as
of July 23, 2017. The new plan replaces the current plan and the rights
issued pursuant thereto which expire July 23, 2017. The new plan and
related rights will expire on July 23, 2022. The new rights will be
evidenced by, and will trade with, the Company's common stock until the
occurrence of certain events set forth in the rights agreement.

Company shareholders are not required to take any action at this time in
connection with either the new or the expiring plan.

About Bank of Marin Bancorp

Bank of Marin is a leading business and community bank in the San
Francisco Bay Area, with assets of $2.1 billion. Founded in 1989 and
headquartered in Novato, Bank of Marin is the wholly owned subsidiary of
Bank of Marin Bancorp (NASDAQ:BMRC). With 21 locations in San
Francisco, Marin, Napa, Sonoma and Alameda counties, Bank of Marin
provides business and personal banking, commercial lending, and wealth
management and trust services. Specializing in providing legendary
service to its customers and investing in its local communities, Bank of
Marin was named 2016 Community Bank of the Year by Western Independent
Bankers and has consistently been ranked one of the "Top Corporate
Philanthropists" by the San Francisco Business Times and one
of the "Best Places to Work" by the North Bay Business Journal.
Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index
and NASDAQ ABA Community Bank Index and has been recognized as a Top 200
Community Bank by US Banker Magazine for the past five years. For
more information, go to www.bankofmarin.com.

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