Metropolitan Bank : Governance Documents Code of Ethics

Metropolitan Bank Holding Corp.

Code of Ethics

1. Purpose

The most important personal aspect of every bank is the trust and confidence of its depositors and customers. With this basic principle in mind, all of us at the Company (as defined below) must ensure that honesty and integrity are among our highest priorities.

The Code of Ethics is meant to guide each employee, officer and director by setting the ethical standards for business conduct and decisions. It obviously cannot cover all situations; uncertainties are bound to occur. In such cases, you should first seek the guidance of the head of Human Resources, the Head of Legal or the Chief Compliance Officer (each a "Responsible Individual"), depending on the nature of the situation. If you do not believe you have received appropriate guidance or response from a Responsible Individual regarding unethical, fraudulent, improper, or illegal conduct, you should communicate that information to the President/Chief Executive Officer without fear of retaliation. In addition, you can report anonymously on the Reporting Violations and Unethical Behavior hotline (i) by calling 1-888-264-2235 or (ii) via mcbankny.ethicspoint.com.

2. Policy Statement/Scope

The success and reputation of Metropolitan Bank Holding Corp. and its subsidiaries, including Metropolitan Commercial Bank (collectively, "the Company" or "our"), is impacted by the standard of personal and professional integrity with which its employees, officers and directors conduct themselves. The Company strives to be in strict compliance with all laws and regulations that are applicable to its business. In pursuit of the Company's goals, each employee, officer and director is expected to adhere to business procedures and practices that are in accordance with applicable federal and state banking laws and regulations, as well as those of the Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE") as applicable, and is expected to conduct themselves on the basis of moral and ethical principles reflecting the highest standards of business and individual behavior. Although laws and regulations may sometimes be ambiguous and difficult to interpret, the Company requires that all employees, officers and directors make a good faith effort to follow not only the letter of the law but also the spirit and intent of the law.

The foundation of our Code of Ethics consists of standards of business as well as personal conduct which are intended to exceed legal requirements: honesty and candor in our activities; avoidance of conflicts between personal interests and the interests of the Company, or even the appearance of such conflicts; avoidance of activities which might reflect adversely on the reputation of the Company; and integrity in dealing with the Company's assets and personnel. In general, things you do outside of work should not conflict with your loyalty to the Company. Nor should they interfere with the successful performance of your job duties by reducing the time or attention you devote to work, or negatively affect your work quality or productivity.

Our Code of Ethics also requires all directors, officers and employees to be alert for - and to report

• anything they believe could be fraud, money laundering, or other suspicious activity, as well as potential Conflicts of Interest (see definition and examples on pages 3-5). "Willful blindness"

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occurs when you have knowledge or sufficient evidence to suspect money laundering activity or other illegal activities, but choose not to report the information. If you ignore red flags or other warning signs, or if you choose to not report suspected activity, both you and the Company could be considered willfully blind and be held liable for the criminal activity.

Failure to strictly adhere to the provisions of this Code will result in corrective action, possibly including termination of an employee, officer or director.

Please review and acknowledge receipt of the enclosed Discrimination and Harassment Policy, also set forth in Section 2.02 of Metropolitan Commercial Bank's Employee Handbook. Directors are prohibited from engaging in discrimination, harassment or retaliation toward bank employees, applicants for employment, and interns, whether paid or unpaid. The policy also applies to additional "covered individuals," which includes anyone who is (or is employed by) a contractor, subcontractor, vendor, consultant, or anyone providing services in our workplace. These individuals include persons commonly referred to as independent contractors, gig workers, and temporary workers. Also included are persons providing equipment repair, cleaning services, or any other services through a contract with the Company.

3. Accurate Reporting of Records

Audits, Internal Investigations and Searches

The Company is subject to both internal and external audit. It is unlawful for any officer or director of an issuer, or any other employee to take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant engaged in the performance of an audit of the financial statements of that issuer for the purpose of rendering such financial statements materially misleading.

In addition, the Company may be required to conduct internal investigations and searches relating to security and safety, auditing, or other work-related matters. All Company facilities, Company property (including desks, work stations, computers, electronic devices, files, etc.), and employee's personal property on Company premises are subject to inspection without notice and upon request. Employees are expressly prohibited from attempting to impede an internal or external audit or investigation in any way and are prohibited from destroying, falsifying or tampering with records. Any employee who fails to cooperate fully with and assist in these investigations or searches when requested to do so will be disciplined, up to and including termination of employment.

Senior Officers and Accurate Periodic Reports; Internal Controls

Executive Officers and Senior Financial Officers ("Senior Officers") are responsible for assuring full, fair, accurate, timely and understandable disclosure of relevant financial information to shareholders and investors. In particular they are responsible for assuring that the Company complies with Securities and Exchange Commission rules governing disclosure of financial information and for assuring that press releases and communications with investors and securities analysts are fair and accurate. Senior Officers should:

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• establish and maintain internal controls and procedures and disclosure controls and procedures designed to assure that financial information is recorded, processed and transmitted to those responsible for preparing periodic reports and other public communications containing financial information so that they are complete, accurate, and timely;
• carefully review each periodic report for accuracy and completeness before it is filed with the SEC and carefully review each public communication containing financial information before it is released;
• maintain books, accounts and records according to generally accepted accounting principles, using enough detail to accurately and fairly reflect Company transactions; and
• promptly disclose to your superiors, and if necessary to the Audit Committee, any material weaknesses in, or concerns regarding, the Company's disclosure controls or internal controls.

Senior Officers also must proactively promote ethical behavior among subordinates and peers.

4. Conflicts of Interest

Employees, officers and directors must always be alert to possible conflicts of interest. Even the appearance of a conflict between personal gain and the interest of the Company damages the trust and confidence on which our reputation rests. Our conflict of interest restrictions are not intended to interfere with employees' legal rights to engage in concerted, protected activities involving the terms and conditions of employment.

Examples of conflicts of interest include, but are not limited to:

• Accepting gifts, cash, discounts, and entertainment from business contacts that could be interpreted as being given to influence an employee's, officer's or director's actions;
• Improperly using Company facilities, equipment, supplies, or Company name;
• Developing a relationship with a Customer or other business contact which may jeopardize an employee's, officer's or director's independent judgment;
• Processing transactions involving personal business, family, friends or associates unless such transactions have been approved by a Responsible Individual; and
• Providing inappropriate financial advantages to select customers or accounts.

Outside Employment and Activities

An employee's position at our Company is considered to be of primary importance and an employee or officer is expected to devote their full attention and energy to our organization and to the Company's interests during regular hours of employment. Employment with another employer may not be permitted. If you wish to engage in outside employment, you must first discuss this

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matter with your department head, and then seek written permission from the Chief Compliance Officer who will then consult the head of Human Resources. Outside employment or a directorship with another bank or other organization which competes with Metropolitan Commercial Bank is not permitted.

However, employees who are granted permission in writing to hold outside jobs or be involved in outside business must continue to meet established performance standards. Such outside activities may not impact our business interests, consume Company resources, affect their physical or mental effectiveness at the Company, or create conflicts of interest or appearance of a conflict of interest.

Unless authorized to act as a Company representative, an employee should make clear at all times that they are acting on a private, personal basis and not as part of our organization. Management approval should be sought if any doubt exists regarding the appropriateness of an employee's involvement in outside activities.

Involvement in Community/Political Activities

Employees and directors are encouraged to become involved in charitable organizations, community affairs, educational, and political activities. Such involvement benefits the community and provides opportunities to create goodwill. However, employee participation should not interfere with job responsibilities, create a conflict of interest, threaten confidentiality standards, or impact business interests. Employees should make clear at all times that they are acting on a private, personal basis, not as part of our organization. Compliance approval should be requested if any doubt exists as to the appropriateness of an employee's involvement in community or political activities.

Even when acting on behalf of the Company, in some cases it may be improper for an employee, officer or director to serve as a member, director, officer or employee of a municipal corporation, agency, school board or library board. Such service is only appropriate when business relationships between the Company and such entities would not be prohibited or limited because of statutory or administrative requirements regarding conflicts of interest. In such cases where the appearance of a potential conflict may exist, written Company approval should be requested from a Responsible Individual.

Dealing with Suppliers

Employees, officers and directors must award orders, contracts and commitments to suppliers of goods or services without favoritism. Company business of this nature must be conducted strictly on the basis of merit.

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Work Relationships

No employee, officer, director, and/or agent thereof,1 shall give or receive any personal benefit or special considerations to the conditions of employment of another employee due to family or personal relationships.

Use of Your Name or Address on Customer's Accounts

The use of the name or address of yourself or a member of your family as the mailing address for any Customer's account is not permitted, unless you or your family member is the owner of the account. Any exception to this Code must be approved in writing by the President/Chief Executive Officer of the Company.

Powers of Attorney for Customer's Accounts

Employees, officers and directors and their spouses are prohibited from holding a Power of Attorney for any Customer account at Metropolitan Commercial Bank unless you or your family member is the owner of the account.

5. Corporate Opportunities Belong to the Company

Interest in Outside Activities or Entities; Corporate Opportunities

No employee, officer or director may act on behalf of the Company in any transaction involving persons or organizations with whom they or their family has any significant connection or financial interest. In any closely held enterprise, even a modest financial interest held by the employee, officer, director, and/or agent thereof, should be viewed as significant. In addition, employees, officers and directors must be particularly careful to avoid representing the Company in any transaction with others with whom they have any business affiliation or relationship.

Employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position;

1. using corporate property, information, or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
   6. Loans to Directors, Officers and Employees

Borrowing

No employee, officer, director, and/or agent thereof, may borrow money from suppliers, customers or other employees, officers, directors, and/or agent thereof. Employees, officers, directors, and/or

1 For purposes of this Code, the term "employee, officer, director, and/or agent thereof" includes, without limitation, an employee's, officer's, or director's spouse, children, other dependents, parents, individuals residing with the employee, officer or director, and/or any person or organization acting as agent or as a fiduciary for any employee, officer, director or member of their family through which the employee, officer, director or any member of their family might receive anything of value.

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agent thereof, must also follow any policies and procedures of the Company relating to employee mortgage and other loans. Federal regulation (Regulation 0) also applies limits and prohibitions to extensions of credit made by Metropolitan Commercial Bank to executive officers, directors, and others as specified.

Participations

If a Director, shareholder, or any other member of their immediate family participates in loans, their participations must be presented to Metropolitan Commercial Bank's Loan Committee and are subject to the same underwriting and approval processes as all loans approved by Metropolitan Commercial Bank. If a director is a member of the Loan Committee at the time that a participation involving themselves or an immediate family member is presented, they must recuse themselves from the approval process. On a quarterly basis all new participations shall be presented to the Board of Directors.

7. Giving and Accepting Gifts

Personal Benefits

Our Code prohibits receiving improper personal benefits (directly or indirectly) because of actions taken on the job. Personal benefits are defined as any type of gift, gratuity, favor, service, loan, benefit, legacy, fee or compensation from any Customer, from anyone seeking to do business with the Company or from any other person (except from a relative with whom there is no business relationship) or organization, whether a Customer or not. However, if there is no reasonable likelihood that the employee, officer or director will be - or appears to have been - improperly influenced in the performance of their duties to the Company, the following do not constitute "personal benefits":

• Normal business courtesies which facilitate the discussion of Company business or foster good business relations within a community (meals, entertainment, a golf game, etc.) involving no more than usual or ordinary amenities;
• Non-cashgifts of modest or nominal value (less than $250) at year-end or on other infrequent occasions, except from a supplier;
• Gifts because of kinship, marriage, retirement, holiday, birthday or social relationship entirely beyond and apart from business relationships;
• Fees or compensation received from an organization for which an employee, officer, director, and/or agent thereof, acts as an official pursuant to written approval of the Company to the extent specified therein;
• Loans from other financial institutions on customary terms to finance proper and usual activities of Company officials (e.g. home mortgages);
• Advertising or promotional material of no substantial value (pens, notepads, etc.);

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• Discounts or rebates on merchandise or services that do not exceed those available to other customers; and
• Organizational awards for recognition of service and accomplishment.

No employee, officer, director, and/or agent thereof, may accept personal benefits such as cash gratuities or receive lavish gifts or lavish entertainment from customers, correspondent banks or securities firms used by the Company for its transactions ("Customers") or from other companies supplying goods and services to the Company (such as insurance, accounting or law firms, maintenance, food or other vending companies, etc.). If any employee, officer, director, and/or agent thereof, receives any gift from a Customer or a supplier (other than modest or nominal value non-cash gifts at year end or on other infrequent occasions), the employee, officer or director shall immediately report it to the President/Chief Executive Officer of the Company and, upon instructions, shall either retain the gift or return it or donate the gift without tax deduction to a charitable organization selected by the Company. The supplier that presented the gift will be notified of the donation.

Personal Fees and Commissions

No employee, officer, director, and/or agent thereof, may accept personal fees or commissions in connection with any transactions on behalf of the Company. The acceptance of payments from Customers or suppliers or prospective Customers or suppliers of the Company for personal consulting or other professional services requires the prior approval of the President/Chief Executive Officer of the Company.

Corporate Hospitality to Public Officials

Acts of hospitality toward public officials should never be on such a scale or of such a nature as might tend to compromise or give the impression of compromising the integrity or the reputation of either the public official or the Company. When appropriate, if hospitality is extended, it should be with the expectation that it will become a matter of public knowledge.

8. Dealing with Assets of the Company

Fair Competition

Under no circumstances should any employee, officer or director enter into arrangements on behalf of the Company with any other bank or financial institution which affect pricing of the Company's services or marketing policies.

Bribes and Preferential Treatment

No bribes, kickbacks or other similar remuneration or consideration in any form shall be given to any person or organization in order to attract business. In addition, no officer or employee shall make any preferential extension of credit to any executive officer, director or principal shareholder of another bank holding company without the approval of the Board of Directors of the Company.

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Notice Concerning Bribery

It is a federal crime for any officer, director, employee, agent, or attorney of the Company to solicit, demand, or accept anything of value from anyone in return for any business, service, or confidential information, intending to be influenced or rewarded, either before or after a transaction is discussed or consummated. The intention of the federal law is to treat bank bribery as meaning those acts which threaten the integrity of Customer's deposits by creating a possibility of unsound and improvident loans or other financial favors amounting to a corrupting influence of a bank official.

It is reasonable to expect that the common practice of modest "good will" or receiving gifts evolving from social relations between bankers and their customers and communities should not be viewed as bribery. Although the strict prohibitory language of the law provides no qualification or guidance, the United States Department of Justice has issued a policy statement and guidelines for United States Attorneys prosecuting cases under the Federal Bank Bribery Law. The policy statement requires that cases prosecuted under the law entail breaches of fiduciary duty or dishonest efforts to undermine bank transactions. The Justice Department recognizes that insignificant gift giving or entertaining such as occasional receipt of meals, entertainment or other gifts of modest or nominal value do not involve a breach of fiduciary duty or dishonesty where the conduct is authorized by or disclosed to Company management. It is a matter of reasonableness. The Justice Department states that a "reasonable standard of conduct is one which permits an employee to receive the normal amenities that facilitate the discussion of Company business, such as a business luncheon, but which excludes the receipt of those benefits which serve no demonstrable business purpose, such as a weekend hunting or fishing expedition or the receipt of scarce or expensive tickets to athletic or theatrical events".

Federal Law states that the following acts violate the Bribery Law:

1. Whoever corruptly gives or offers anything of value to a person with the intent to influence or reward a person employed by the Company, and/or
2. Whoever, as an officer, employee or agent of a financial institution, corruptly solicits or demands for the benefit of a person or corruptly accepts or agrees to accept anything of value from any person intended to be influenced or rewarded in connection with any business or transaction of the Company.

Present and former employees, officers and directors will be responsible to pay any fines or penalties assessed as a result of their personal behavior or actions.

Political Contributions

The Company shall not make any contributions, directly or in kind to candidates for federal, state or local office or to any political party. Any exception to this rule must be approved by the Board of Directors.

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Use of Corporate Name and Letterhead

The Company's name, logo, or corporate letterhead may not be used for any purpose other than in the normal course of official business, unless expressly approved by senior management.

9. Confidential Information

Confidentiality

Maintaining confidentiality is a condition of employment. Employees are responsible for acting with complete professionalism when discussing Company business or handling Company information. All information, files, documents, records, plans, and other material whether written, oral, electronic or in any format relating to the Company, its employees, and customers are considered confidential. Unless authorized to do so, employees, officers, directors, and/or agent thereof, must not divulge, comment on, or discuss with any outsider, by any means including social media (e.g. Twitter, Facebook, Linkedln, etc.), either at or after work any non-public information regarding the Company, such as strategic and profit plans. This information should be treated as confidential in nature and should only be disseminated within the internal structure of the Company on a need to know basis. Inappropriate release or use of confidential information, either internally or externally, will result in corrective action, including possible termination. Our policies are not intended to interfere with any employee's legal right to participate in protected communication with other employees regarding the terms and conditions of employment.

Requests by regulatory or government agencies for information other than that required for Company examinations and by required reports should be referred to the Chief Compliance Officer of Metropolitan Commercial Bank.

Employees, officers and directors must also maintain the confidential relationship between Metropolitan Commercial Bank and each of its Customers. Confidentiality is a fundamental principle of the financial services business. Confidential information, such as account balances, financial information obtained from a Customer or anticipated changes in the management or financial condition of a Customer, must never be discussed outside the normal and necessary course in Metropolitan Commercial Bank's business. Information about a Customer's business with Metropolitan Commercial Bank should never be divulged or communicated to others without proper authorization to do so and on a strictly confidential basis; nor should such matters be discussed socially either inside or outside the Company. Moreover, in some situations, such as sales or acquisitions, information should not be exchanged even in the same department about a common Customer or transaction involving a Customer except on a need to know basis that fits the particular circumstances.

When an employee, officer or director leaves the Company they may not retain or use any confidential information.

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10. Insider Trading is Illegal

Employees, officers, directors, and/or agent thereof, are free to invest in stocks and other securities at their discretion provided that they comply with this Code. Employees, officers, directors, and/or agent thereof, must never make changes in their personal investment portfolios on the basis of confidential information relating to the Company or its Customers or other Company transactions. After confidential information with regard to the Company or any of its Customers is made public, an employee, officer or director may invest provided there are no other restrictions on buying or selling.

If you are a member of the Treasury function and are directly involved in purchasing or selling securities for the Company, you are prohibited from engaging in personal securities transactions with the same broker that the Company uses for its transactions.

No employee, officer or director is permitted to act as a co-maker, endorser or guarantor of the financial obligation of another employee, officer or director. If requested to do so, bear in mind that the policy of the Company does not permit such activity. An employee, officer or director should neither borrow money from nor lend money to another employee, officer or director.

Employees, officers and directors are expected to maintain their personal finances in good order.

11. Administration of the Code of Ethics

Every employee, officer and director has an obligation to:

• Comply with this Code of Ethics, which prohibits violation of local, state, federal or foreign laws and regulations applicable to our businesses, and requires compliance with all Company policies;
• Be familiar with laws and Company policies applicable to their job and communicate them effectively to subordinates;
• Ask questions if a policy or the action to take in a specific situation is unclear;
• Be alert to indications and/or evidence of possible wrongdoing; and
• Report violations and suspected violations of this Code of Ethics to a Responsible Individual or the appropriate person as described below.

The Company's managers have a particular responsibility to notice and question incidents, circumstances and behaviors that point to a reasonable possibility that a violation of this Code has occurred. A manager's failure to follow up on reasonable questions is, in itself, a violation of Company policy.

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