AGM 2021

May 25, 2021

Morning. My name is Marty Dietrich, and it's my honor to serve as Chairman of NBT's Board of Directors. On behalf of the directors and employees of NBT Bancorp, I would like to welcome you to our 2021 Annual Meeting of Stockholders. We hope that all of you are well, particularly given all that's transpired since our last Annual Meeting. We are pleased to conduct this meeting virtually for the 2nd time. This platform allows us to have a broader reach to a greater number of our valued stockholders. In these challenging times, our ability to use technology to conduct business to stay connected to our stakeholders is critical. As is our custom, we will conduct the business portion of our meeting and then answer questions. It is now just after 10 am Eastern Time, May 25, 2021, and this meeting is officially called to order. John Watt is our President and CEO of NBT Bancorp and NBT Bank, and John serves on the Board of Directors. John will conduct the formal proceedings of today's meeting and provide an update on our company. It's my pleasure to now turn this meeting over to John. Thank you, Marty. Welcome, everyone, and thank you for joining us today. As Marty indicated, this past year has been filled with challenges, and our thoughts are with those who have endured the most difficult physical and financial impacts of the COVID-nineteen pandemic. At NBT, we have aligned as a strong team to leverage our banking experience and our strong technology platform to respond to the relentless challenges presented by the pandemic. We are humbled and grateful for the efforts of NBT's employees, and we thank them for their courage and their commitment. Ultimately, we exited 2020 with momentum that continues to build in 2021. Today, we are optimistic about the direction of the U. S. Economy and the growing economic activity in the markets where we conduct business. As we look to lead and participate in the upcoming snapback of the economy, NBT is well positioned to serve our customers as we move forward in executing on our key strategies. Before we turn our attention to the business of the meeting, I would like to acknowledge our Board of Directors and others who are with us on this virtual platform this morning. We're joined today by the directors serving on the NBT Bancorp and the NBT Bank Board. In addition to Marty and me, those directors are Joanna Ames, Pat Sibyl, Tim Delaney, Jim Douglas, Andy Kowalczak, John Mitchell, Dan Robinson, Matt Salinger, Joe Santangelo, Lowell Seifter, Bob Wadsworth and Jack Webb. Dave Brown, who is on the slate of directors you will vote on today is with us as well. We're also joined by members of MBT's executive management team. From that team, Interim CFO, Annette Burns and Corporate Secretary and General Counsel, Angela Kelly, are with us to conduct the annual meeting. The company has appointed Angela Kelly as Inspector of Election. Angela has taken the oath of Inspector of Election earlier today. Finally, representatives from KPMG, our independent auditors and Hogan Lovells, our Corporate Counsel are also present for this meeting. After we adjourn the formal meeting, I will provide an update on NBT, and we will provide time for questions from stockholders. Questions can be submitted through the conclusion of the corporate update. Recently, the Board of Directors fixed March 26, 2021 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been submitted attesting to the fact meeting documents were mailed commencing April 15, 2021, to all stockholders as of the record date. This affidavit will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 43,425,002 102 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that approximately 79.4% of our common stock is represented in today's vote totals. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, Aquarum as President for purposes of transacting business. So today, we are conducting this annual meeting for the following purposes: 1, to elect 14 directors 2, to approve on a non binding basis the say on pay proposal and 3, to ratify the appointment of KPMG LLP as our independent registered public accounting firm. These proposals are discussed in detail in our proxy statement and in the notice of this annual meeting. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. The polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in their proxies or voted via telephone or Internet and who do not want to change their vote need not take any further action. At this time, we will pause to provide for stockholders to vote. Now that everyone has had the opportunity to vote, I declare the polls for the 2021 NBT Bancorp, Inc. Annual Stockholder Meeting closed. At this time, I'll turn to Angela Kelly for the voting results. Thank you, John. On voting issue number 1, the 14 directors nominated have been elected. Voting issue 2, the say on pay proposal has been approved and voting issue 3, the appointment of KPMG LLP as our independent registered public accounting firm has been ratified. Thank you, Angela. The business portion of the meeting is complete, and I will now provide a brief update on our company. But first, I will begin by recognizing retiring Director, Bob Wadsworth. Bob has served NBT with great distinction as a Director for 16 years and prior to that as a member of NBT Bank's Southern Tier Advisory Board for a total of 20 years of service. His steady guidance, particularly during challenging times, and his consistent focus on NBT's long term strategic goals have made him a very valued contributor. On behalf of the entire Board, I extend sincere thanks to Bob and wish him and his family all the best. Since our last annual meeting, I am happy to remind you that Joanna Ames was appointed to our Board in September 2020 and was reelected today. Her experience and perspective as a business owner and her leadership in the community make her an excellent fit for our organization. Today, we also extend a warm welcome to David Brown, who joins our Board today. David is President and CEO of the Capital District YMCA, a past member of the NBT Bank Capital District Advisory Board. He previously served on the Ciena College Board of Trustees, on the Governor's Regional Economic Development Council and the Diversity and Inclusion Council for the YMCA of the USA. David's strong executive experience in the non private sector and his knowledge of our capital region market make him a very valuable addition to our Board. So let's spend a moment talking about the year since our last annual meeting. It certainly has been one that we will never forget. As Marty and I noted in our letter to you in the 2020 Annual Report, it was also a year where our company grew stronger and even more resolved to succeed. We were off to a strong start in early 2020 when everyone pivoted into response mode as the pandemic took hold. Our previous technology investments and comprehensive pandemic response plan provided the foundation to protect the health and safety of our employees, our customers and our communities. That was our number one goal. We offered relief and financial solutions to distressed customers by working closely with them. Through our active participation in multiple rounds of funding of the SBA's Paycheck Protection Program, we supported Main Street. Since the PPP launched in 2020, NBT Bank has funded more than 6,000 loans, exceeding $830,000,000 in relief. These funds support businesses and organizations in the communities we serve. In doing so, more than 96,000 jobs were preserved. During 2020, we moved forward with the successful implementation of new mobile, online and mortgage banking platforms, all pursuant to our long established technology roadmap. Despite the unprecedented disruption, our financial results in 2020 were solid with reported net income of $104,400,000 or $2.37 per diluted share. Our profitability measures were influenced by the adoption of the current expected credit loss or CECL accounting standard, which drove the doubling of our loan provision expense resulting from the pandemic's perceived impact on the economy and the markets where we do business. As the economy continues to improve, we expect our reserve levels will revert to historic levels. Last June, we opportunistically accessed the capital markets and raised $100,000,000 in capital that we will deploy into growth opportunities in 2021 beyond. Of course, we recognize our responsibility to return capital to stockholders, and we repurchased shares in 2020 and in the Q1 of 2021. In addition, as many of you know, NBT has a long history of paying dividends. In 2020, we increased total dividends paid for the 8th consecutive year, and last month, the Board declared our 517th consecutive dividend payable in June. Our results for the Q1 of 2021 demonstrate the resiliency of our banking platform. We recorded net income of $39,800,000 and earned $0.91 a share. Our balance sheet and capital position remained strong. Our Board recently took action to recognize the importance of ESG principles to NBT's various stakeholders, including our stockholders, our customers, our communities and our employees. We understand our responsibility to drive positive social and environmental outcomes. We have resolved to define, measure and highlight our values using the ESG framework, which brings together the guiding principles already embedded in our culture. This effort provides us with the opportunity to better identify and enhance our impact and will ensure that we are true to our principles of integrity and corporate responsibility. We believe this expression of our resolve will only enhance stockholder value. As you can see on this slide, very similar to our experience in the previous economic downturn, NBT performed better than peers during last year's recession. We believe our fundamental strengths shine in times like these, including our strong balance sheet and capital position, disciplined approach to credit and risk management, our technology investments and our diversified fee based businesses, which provide an important hedge against low interest rates and a compressing net interest margin. These core strengths combined with our experience and the participation of the management team and the Board of Directors will continue to provide us with a strong foundation for future success. As I noted at the outset of this meeting, we are optimistic about the future. We believe that NBT is well positioned to participate in the revival of a strong U. S. Economy as the markets we serve open fully and we move forward with strategies to continue our disciplined growth and build on the long term value of your investment. So now that we have completed the business portion of the meeting, we will answer your questions. Let's see. It looks like we have received a question on gender diversity on our Board and what our plans are to increase that diversity. Thank you for that question. The Board is elected annually, as you know, and is committed to increasing the diversity of its membership. The nominating committee identified the expansion of gender and other diversity on the Board as a focus area in 2020 beyond. The nominating committee is actively reviewing diverse candidates with the support of management. We expect that due to our requirement that directors retire at age 72, we will be in a position to fill several seats with qualified diverse candidates in the future. So thank you for that question. We have received a second question regarding term limits for directors. Thank you for that question. Happy to answer it. As you know, by your participation here today and as I stated earlier, the Board is elected annually. Pursuant to our retirement policy, directors retire at age 72. In the past 5 years, 6 new directors have joined the Board. These new additions have brought to our Board new skill sets and fresh, diverse perspectives. You should also be aware that proxy advisory firms have recently scored NBT as low risk with strong corporate governance practices. So at this time, we see no need for formal term limits. So, I want to thank you for your questions and thank you all for taking the time to join us here virtually today. We appreciate the trust and confidence you have placed in NBT's Board and management team. Please accept our best wishes for your safety and well-being. And this concludes our meeting.