Sterling Bancorp and Astoria Financial Corporation Announce Federal Reserve Board Approval

Sterling Bancorp

(NYSE:STL), the holding company for Sterling National Bank, and 

Astoria Financial Corporation

(NYSE:AF), the holding company for Astoria Bank, announced today that the Board of Governors of the Federal Reserve System ("

FRB

") has approved the merger of Astoria with and into Sterling (the "

Merger

"). As previously announced on August 16, 2017, the Merger received approval from the Office of the Comptroller of the Currency ("

OCC

"). The Merger, which was announced March 7, 2017, was also approved by the shareholders of Astoria Financial Corporation and Sterling Bancorp on June 13, 2017. The parties have now received all required approvals necessary to consummate the Merger, which remains subject to other customary closing conditions. Assuming such conditions are satisfied, Sterling Bancorp and Astoria Financial Corporation expect to complete the Merger on October 2, 2017.

About Sterling Bancorp

Sterling Bancorp, whose principal subsidiary is Sterling National Bank, specializes in the delivery of service and solutions to business owners, their families and consumers within the communities it serves through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. For more information, visit the Sterling Bancorp website at www.sterlingbancorp.com.

About Astoria Financial Corporation

Astoria Financial Corporation, with assets of approximately $14.1 billion, is the holding company for Astoria Bank. Established in 1888, Astoria Bank, with deposits in New York totaling approximately $8.9 billion, is the second largest thrift depository in New York and provides its retail and business customers and local communities it serves with quality financial products and services through 88 convenient banking branch locations, a business banking office in Manhattan, and multiple delivery channels, including its flexible mobile banking app. Astoria Bank commands a significant deposit market share in the attractive Long Island market, which includes Brooklyn, Queens, Nassau, and Suffolk counties with a population exceeding that of 38 individual states. Astoria Bank originates multi-family and commercial real estate loans, primarily on rent controlled and rent stabilized apartment buildings, located in New York City and the surrounding metropolitan area and originates residential mortgage loans in New York State, the District of Columbia and eight other states through its banking and loan production offices in New York.

Forward-Looking Statements

The information presented herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Sterling Bancorp's and Astoria Financial Corporation's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in Sterling Bancorp's and Astoria Financial Corporation's reports filed with the Securities and Exchange Commission and those identified elsewhere in this communication, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to meet other closing conditions to the merger on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Sterling Bancorp and Astoria Financial Corporation businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the FRB and legislative and regulatory actions and reforms.

Annualized, pro forma, projected, and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

STERLING BANCORP:

Investor Contact:
Luis Massiani
Senior EVP & Chief Financial Officer
845.369.8040

Media Contact:
Linda Dunbar
FVP & Director, Communications
917.969.5609

ASTORIA FINANCIAL CORPORATION:

Investor/Media Contact:
Theodore Ayvas
Director, Investor Relations
516.327.7877