LlKpMMCp:?. A Legacy of Legendary Service ^=^rc) TWO THOUSAND AND E I G HT ANNUAL REPORT Filings Services APR 15 2009 SNL Financial, LC 1-800-969-4121 Bank of Marin Bancorp S AN F R A N C I S CO f S A U S A L I TO I M I LL V A L L EY I C O R TE M A D E RA I S AN R A F A EL I N O V A TO I P E T A L U MA • ••-'^^sstgs'' 11^1 i^yi ^ ^ B ^^ '^'- i^K 1 K^ ^f •Li] lar ^ ^ ^ K mr \m ' ^ ^ l^ %%#\ \%v ,ll\% \ I ,iA\ViO L\W :0^. |\\V ,v.'*. m ^0 im if% G o/r^'?? C'/"''-- ^ i i i i i i i i t i i i i i J ' "^ BERNARI U.S. PRESIDENT LATOUR JANET HAYWARD BRANCH MANAGER - T H G A TE OFFIQ- •^^/.r'-ss''*'^"--;.™ I'^^-M'; !#;;Efl;i ;r v.? ^:"v'.&f;#ij:l,•"i.e'.i;- ^^'IM:;?'"^"'-";:...: ,1 -rs'.;•-•;? ^ ;4j#r|||HflS;i:;v;;-'^^§^ ? ^ '• •!..i!i!i*-if >ft':;i'ti%-: ^' ,:*':k:s::Sf| •"^L" •;^'y);||Mf^f:^;;;'?i^-;f^p •"*a.:i- BANK OF MARIN BANCORP 2008 ANNUAL REPORT Community Commitment As part of our mission, we fully support local non-profits with financial contributions and volunteer time and contribute over 7,000 hours a year. "My dreams have always been big! says Jaime Ortiz. Six years ago, Bank of Marin's goal as a local bank is to help our communities he was a teller at Bank of M a r in when he joined the M a r in prosper. We invest and lend to the community, and are deeply Literacy Program. Today he is an Assistant Vice President and involved with many non-profits. Assistant Branch Manager at the Corte Madera office. For Marin Literacy the Bank also sponsors the Annual Love of "It was important for me to be understood by the customers and I know Literacy Movie and Sing-Along. Two Bank people are members it was important for the bank, too. I did not want to fail the bank. They o f t h e ir Board and other employees help staff the events. Last took me in. I enrolled in Marin Literacy because I needed help with September Jaime joined the volunteers. "It was really touching! the language and I could do it after work, one-on-one with a tutor! said Susan, "He said he wanted to come back and help because ofhow Susan Charlton, the Literacy Program Supervisor, attributes the success of the program to these relationships. "We match the tutor and student carefully and train the tutors in a way to make them sensitive to the individual so they can focus on their needs. It's personalized and resolves some ofthe anxiety around learning! Marin Literacy has helped 8,400 adults and trained 1,250 tutors thanks to the efforts of their community sponsors. For the last ten years Bank of Marin and Book Passage have partnered to put on special author events with part of the proceeds of book sales going to M a r in Literacy and the Bank contributing a matching amount. we'd helped h i m! Jaime adds, "Just by attending those classes and seeing people come to the events, these hard-working people with families, I know that my bank is helping them achieve their personal or career goals. That's something I wanted to do, some kind ofa small pay back. We help the community in each and every way! "The best thing the Bank gives u s! says Susan, "is that sense of community support. They are full partners with us, a p a rt of our team, and one of u s! For his outstanding efforts providing extraordinary customer service Jamie is this year's recipient ofthe Bank of Marin Legendary Service Award. BANK OF MARIN BANCORP 2008 ANNUAL R E P O RT Dear Fellow Shareholders Despite the troubled economy and in contrast to many financial institutions, 2008 was a good year for Bank of Marin. We produced solid earning results, experienced exceptional loan growth, and grew to over $1 billion in assets. Our earnings were stable from a year ago, totaling $12.2 million, deposits were up 2%, loans grew by 23% and we maintained our exceptional underwriting standards. Bank of M a r in continues to be in a position of strength and We are excited about the new branch in Greenbrae that is stability. In December, 2008 we were again awarded a superior currently under construction and scheduled to open in fall, 5 star Bauer Financial rating. We are the only bank headquar 2009. This location will augment our strong network in Marin tered in Marin County to receive this rating and are proud to County, and we look forward to adding to the convenience of have done so for 39 consecutive quarters (a record unmatched in our branch system. Northern California). Bank of Marin received several community awards in 2008. For Because of our solid financial position. Bank of M a r in was the sixth year in a row we were honored as one of the "Top selected in late 2008 to participate in the U.S. Treasury's volun Corporate Philanthropists in the Bay Area" by the San Francisco tary Capital Purchase Program (CPP). We agreed to participate Business T i m e s. We also received the 2008 H e a rt of M a r in to help stimulate our local economy and operated in the spirit of "Corporate Community Service Award," "Best Places to W o rk the program by originating $271 million in new loans in our in the North Bay" by the North Bay Business Journal, and "Best markets in December 2008 alone. However, recent changes and Company to do Business with in Marin County" by NorthBay restrictions were recently implemented in the CPP—after our biz magazine. Finally, we are extremely pleased that all o f o ur participation began—that would seriously compromise our abil branches comply with best environmental practices, earning us ity to manage the bank effectively. To ensure we maintain our a Green Business Bay Area Certification. independence, Bank of Marin filed notice on March 16, 2009 to repurchase the $28 million in preferred stock. We plan to return the funds on or about March 3 l, 2009. Our success in 2008 was the result of consistent actions by our organization—conservative loan underwriting, a commitment to reinvesting in our local communities, a focus on relationship Bank of Marin continues to be a healthy financial institution banking, and extraordinary effort from all ofour Bank of Marin with a Risk-Based Capital Ratio well in excess ofthe regulatory employees. We intend to continue doing business that way. We standard for a "Weil Capitalized" financial institution, which are confident about the future o f B a nk of Marin as we continue will still be true after the C PP funds are returned. We are in a to build a stronger, even more successful bank. O ur indepen good position to serve the lending and depository needs of our dence will remain of upmost importance so that we can serve our market going forward. communities at the highest possible levels. T h a nk you for your confidence and support ofBank of Marin. Sincerely, r—-^ Joel Sklar, MD Russell A. Colombo Chairman ofthe Board President and ChiefExecutive Officer BANK OF MARIN BANCORP 2008 ANNUAL R E P O RT Directors & Officers ( 2) B O A RD OF D I R E C T O RS ^ f |P Joel Sklar, MD M a n a g i ng Partner, Russell A. C o l o m bo J u d i th O ' C o n n e ll Allen James E. D e i tz President a nd Community Volunteer Retired President Heald Colleges in San Frandsco Cardiology Assoc, of M a r in ChiefExecutive Officer a nd San Francisco, Bank of M a r in ^ Chairman, Bank of M a r in & Bank of M a r in Bancorp Bank of M a r in Bancorp ^ T h o m as M. Foster Retired CPA a nd Independent Robert Heller Former Governor, U.S. Federal Reserve Board Financial Consultant a nd former President, Visa USA N o r ma J. H o w a rd J. Patrick H u nt Stuart D. L um Joseph D. M a r t i no Business Consultant Partiier, President a nd Retired Banker H u nt Investments ChiefExecutive Officer, Edgewood Pacific Inc. William H . M c D e v i t t, Jr. Brian M. Sobel J. Dietrich Stroeh Jan I. Yanehiro President, Principal Consultant, Partner, McDevitt ^ McDevitt Sobel Communications CSW/Stuber-Stroeh Construction Corp. Engineering Group President, J an Yanehiro Inc. E X E C U T I VE O F F I C E RS Russell A. C o l o m bo President a nd C h r i s t i na J. C o ok Kevin K. C o o n an M i c h a el E. Besselievre Peter Peiham N a n cy R i n a l di Boatright Executive Vice President a nd Executive Vice President a nd Executive Vice President a nd Executive Vice President a nd Senior Vice President a nd ChiefExecutive Offtcer ChiefFinancial Officer Chief Credit Officer Chief Information Offtcer Branch Executive Corporate Secretary BANK OF MARIN BANCORP 2008 ANNUAL REPORT Committed to Your Business and Our Community At Bank of Marin, we always go the extra mile. We respond quickly to our customer's needs and work hard to provide creative and flexible financing solutions. According to our customers Bank of Marin's service is simply legendary. B U S I N E SS O ur experienced team of bankers provides creative financial solutions tailored to any size business, delivered with responsiveness, respect and trust. Commercial Loans & Lines of Credit Asset Based Loans Construction &c Commercial Real Estate Loans Cash Management Zero Balance & Sweep Accounts A CH Origination & Management, Remote Deposit 8c Image Lockbox Business Employee Services &c Fraud Protection Products Business Credit Cards 8c Merchant Services C O M M U N I TY Dedicated to the success and well being o f o ur communities through charitable contributions, volunteerism, leadership, and local lending, we are proud to support the communities where we live and work. W E A L TH M A N A G E M E NT & P R I V A TE B A N K I NG Delivering extraordinary attentive service, backed by integrity and commit ment, our dedicated team provides the highest level of accountability and service. We offer professional guidance, customized financing, and financial solutions to manage your most complex banking needs. A nd we're always available, just around the corner. Investment Management Trust Services Retirement Benefit Plans .-I " fy GREEN BUSINESS PHI HR( )PY SUMMIT & AWARDS Business J o u m al f BEST PLACES to WORK; 3ANK OF MARIN BANCORP 2008 ANNUAL REPORT Corporate Information ^=^^3 T R A N S F ER A G E NT A ND R E G I S T R AR Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016-3506 (800) 368-5948 www.rtco.com L E G AL C O U N S EL Reitner Stuart 8c Moore San Luis Obispo, CA N A S D A Q . S Y M B OL BMRC A N N U AL M E E T I NG I N D E P E N D E NT A U D I T O RS 6:00 p.m., May 12, 2009 Moss Adams LLP Stockton, CA 10 Avenue ofthe Flags San Rafael, CA 94903 P E R I O D IC R E P O R TS The Company's annual report for 2008 on Form 10-K, which is required to be filed with the SEC, is available to any shareholder without charge. The report may be obtained by written request to Corporate Secretary, Bank of Marin Bancorp, RO. Box 2039, Novato, CA 94948. It is available in the Investor Relations section ofthe Company's website at www.bankofmarin.com. F O R W A R D - L O O K I NG S T A T E M E N TS This discussion offinancial results includes forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933, and Section 21E ofthe Securities Exchange Act of 1934. The Company's actual results may differ materially from these projected results. Forward-looking statements are based on management's current expectations regarding issues that may impact the Company's earnings in future periods. A number of factors, many ofwhich are beyond the Company's control, could cause future results to vary materially from current management expectations. Such factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, real estate values and competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory and technological factors affecting the Company's operations, pricing, products and services, and other important factors detailed in various FDIC and SEC filings made periodically by the Company. The Company does not undertake any obligation to update forward-looking statements to reflect new circumstances or events or otherwise. fh. Bank of Marin Bancorp SAN F R A N C I S CO 235 Pine Street, San Francisco, CA 94104 (415)403-5580 S A U S A L I TO 3 Harbor Drive, Sausalito, CA 94965 (415) 289-8710 M I LL V A L L EY 23 Reed Boulevard, Mill Valley, CA 94941 (415) 381-2265 19 Sunnyside Avenue, Mill Valley, CA 94941 (415) 380-4665 C O R TE M A D E RA 50 Madera Boulevard, Corte Madera, CA 94925 (415) 927-2265 SAN R A F A EL 999 Andersen Drive, San Rafael, CA 94901 (415) 259-0365 1101 Fourth Street, San Rafael, CA 94901 (415) 485-2265 4460 Redwood Highway, San Rafael, CA 94903 (415) 472-2265 N O V A TO 368 Ignacio Boulevard, Novato, CA 94949 (415) 884-2265 1450 Grant Avenue, Novato, CA 94945 (415) 899-7338 P E T A L U MA 799 Baywood Drive, Petaluma, CA 94954 (707) 781-2210 8 4th Street, Petaluma, CA 94952 (707) 781-1810 1371 N. McDowell Boulevard, Petaluma, CA 94954 (707)658-4210 W W W . B A N K O F M A R I N . C OM 5 04 R E D W O OD B O U L E V A RD I N O V A T O, C A L I F O R N IA 9 4 9 47 I ( 4 1 5) 7 6 3 - 4 5 20