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Bff Bank

Capital/Financing Update Jun 15, 2021

4232_iss_2021-06-15_15541809-7a59-451e-86c8-cb6fb12e27c0.pdf

Capital/Financing Update

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PRESS RELEASE

Not for release, publication or distribution, directly or indirectly, in the United States of America (or for the account or benefit of "U.S. persons" as defined in Regulation S under the U.S. Securities Act of 1933), Canada, Australia or Japan or in any other jurisdiction where to do so would be unlawful.

Announcement of a tender offer on existing notes

Milan, 15 th June 2021 – BFF Bank S.p.A. (the "Bank") announced today separate invitations (the "Invitations") to the holders ("Noteholders") of its outstanding (i) €200,000,000 2.00 per cent. Notes due 2022 (the "2022 Notes"); and (ii) €300,000,000 1.750 per cent. Senior Preferred Notes due 23 May 2023 (the "2023 Notes" and, together with the 2022 Notes, the "Notes" and each a "Series") to tender any and all of their Notes for purchase by the Bank for cash, subject to the terms and conditions set out in the related tender offer memorandum prepared in connection with the Invitations.

The purpose of the Invitations is to allow the Bank to optimise its balance sheet, and proactively use its available cash, whilst maintaining a prudent approach to liquidity. The Invitations simultaneously seek to provide liquidity to current holders of the Notes.

Citigroup and Morgan Stanley are acting as Dealer Managers in connection with the Invitations.

This press release does not constitute an offer to sell securities in the United States of America. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any other securities laws of any state of the United States of America or in Australia, Canada or Japan, or in any other jurisdiction in which such offer or solicitation is subject to the approval of the local authorities or would, in any event, be unlawful.

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The securities mentioned herein may not be offered or sold in the United States of America to, or on behalf of or for the benefit of a U.S. person (a "U.S. person", as defined in Regulation S of the Securities Act), unless they are registered under the Securities Act or an exemption under the Securities Act is available.

In Member States of the European Economic Area (the "EEA"), this release is only intended for and may only be addressed to persons classified as "qualified investors" (the "Qualified Investors") pursuant to article 2(e) of Regulation (EU) 2017/1129.

This release does not constitute an offer to sell or a solicitation to purchase financial instruments. No action has been or will be taken to allow a public offering of the bonds in any jurisdiction, including Italy. This release (and the information contained herein) may not be published or distributed, directly or indirectly, in the United States of America, or in Australia, Canada or Japan, or in any other country in which such publication or distribution would be subject to the approval of the local authorities or would, in any event, be unlawful.

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This press release is available on-line on BFF Group's website www.bff.com within the section: Investors > PR & Presentations.

BFF Banking Group

BFF Banking Group is the largest independent specialty finance in Italy and a leading player in Europe, specialized forthe management and non-recourse factoring of trade receivables due from the Public Administrations, securities services, banking and corporate payments. The Group operates in Italy, Croatia, the Czech Republic, France, Greece, Poland, Portugal, Slovakia and Spain. BFF is listed on the Italian Stock Exchange. In 2020 it reported a consolidated Adjusted Net Profit of € 97.6 million, with a 17.3% Group CET1 ratio at the end of March 2021. www.bff.com

Contacts

Investor Relations Caterina Della Mora, Claudia Zolin [email protected] +39 02 49905 631 | +39 02 49905 620 | +39 335 1295 008

Media Relations Alessia Barrera, Gianluca Basciu [email protected] +39 02 49905 616 | +39 02 49905 623 | +39 340 3434 065

Iberia Mariana Sousa +351 210 164 760

Poland and Central Eastern Europe Ewelina Kolad +48 42 272 82 90

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