Bff Bank

Capital/Financing Update • Apr 8, 2024

PRESS RELEASE

BFF announces the placement of a social unsecured senior preferred bond under the EMTN Programme for a total of Euro 300 million

Milan, 8 th April 2024 – BFF Bank S.p.A. ("BFF", the "Bank" or the "Issuer") announces that it has successfully completed the placement of a new social unsecured senior preferred bond for a total amount of Euro 300 million with duration of 5 years (with early repayment option in the fourth year), at a fixed rate of 4.750% per annum (the "Notes"), as part of the Issuer's Euro 2.5 billion Euro Medium Term Note (EMTN) Programme.

The Notes were placed at a reoffer yield of 4.775% (corresponding to a spread of 190 basis points on the reference mid-swap rate) payable annually and were placed solely with qualified institutional investors in Italy and abroad, in accordance with Regulation S of the United States Securities Act of 1933, as subsequently amended.

This issuance is consistent with the Bank's funding plan and it is designed in order to comply with the MREL requirements, mandatory for BFF starting from 1st January 2025.

An amount corresponding to the net proceeds of the Notes will be allocated to finance and/or refinance Eligible Social Assets as defined in the Issuer's Social Bond Framework, published in September 2023. This is the first issue under the Social Bond Framework.

The rating agency Moody's is expected to rate the Notes Ba2.

The transaction recorded a total demand in excess of Euro 675 million, equal to approximately 2.25 times the offer (c. Euro 425 million at reoffer), with a high quality and a broad geographical diversification of institutional investors.

The issuance and settlement of the Notes is scheduled for 12th April 2024. On or immediately thereafter, the Notes will be listed on the official list of Euronext Dublin and admitted to trading on the relevant market.

Piergiorgio Bicci, BFF CFO, commented: "This is the first bond since Social Bond Framework was defined in September 2023. It allows BFF to offer investors the opportunity to support the Group's sustainability goals, while meeting their own responsible investment objectives. We are pleased to see the high request and the required return, which prove the investors' appreciation towards our credit and our strategies in the capital market."

The placement was carried out by Citi, Equita SIM, Intesa Sanpaolo (IMI Corporate & Investment Banking division) and Morgan Stanley as Joint Bookrunners. Intesa Sanpaolo (IMI Corporate & Investment Banking division) also supported BFF acting as ESG Structuring Advisor of the Social Bond Framework. The Issuer's legal counsels were the law firm White & Case (Europe) LLP and, in relation to the tax aspects, the law firm Gatti Pavesi Bianchi Ludovici. Clifford Chance Studio Legale Associato assisted the Joint Bookrunners.

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 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 communication is for distribution in the UK only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order. Any investment or investment activity to which this communication relates is only available to relevant persons and will be engaged in only with relevant persons, or in the EEA, with Qualified Investors. Any person who is not a relevant person, a Qualified Investor or otherwise permitted under applicable law or regulation to access this announcement, should not act or rely on this announcement.

MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 (the "PRIIPS Regulation") has been prepared as not available to retail in EEA.

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 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.

This release contains forward-looking statements. All statements other than statements of historical fact included in this release are forward-looking statements. Forward-looking statements give the Company's current expectations relating to its future actions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future actions and the environment in which it will operate in the future.

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

BFF Banking Group

BFF Banking Group is the largest independent specialty finance in Italy and a leading player in Europe, specialized in the 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 2023 it reported a consolidated Adjusted Net Profit of €183.2 million, with a 14.2% Group CET1 ratio at the end of December 2023. www.bff.com

Contacts

Investor Relations Caterina Della Mora Marie Thérèse Mazzocca +39 02 49905 631 | +39 335 1295 008 | +39 335 6709492 investor.relations@bff.com

Media Relations newsroom@bff.com

Alessia Barrera Director, Communication and Institutional Relations

Press Office Sofia Crosta +39 340 3434 065