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08 Mar 2023 14:29
The Board of Directors of BFF approves Parent Company draft Annual Report and the consolidated Financial Statements as of 31st December 2022
Proposed distribution of a final dividend of c. Euro 0.419 per share, which, taking into account the interim dividend paid last August, brings the total dividend 2022 to Euro 0.790 per share

Milan, 8th March 2023 – The Board of Directors of BFF Bank S.p.A. (“BFF” or the “Bank”), during today’s meeting chaired by Mr. Salvatore Messina, approved the Parent Company’s draft annual report and the consolidated annual report as of 31st December 2022, confirming the results already announced to the market with the press release dated 9th February 2023, following the Board of Directors’ meeting approval of the FY 2022 consolidated financial accounts.

At consolidated level, BFF closed the FY 2022 with a Reported Net Income of €232.0m, compared to €197.4m in the FY 2021. The Adjusted Net Income, computed excluding extraordinary items, is equal to €146.0m, compared to €125.3m in the FY 2021. The Parent Company closed the FY 2022 with a Reported Net Income of €261.4m, compared to €164.3m in the FY 2021.

The approval of the Parent Company draft annual report includes the proposal to submit for approval to the ordinary Shareholders’ Meeting, called on 13th April 2023, on a single call (the “AGM”):

  • the Annual Report as of 31st December 2022;
  • the proposal to pay-out to shareholders in cash a portion of the 2022 Individual Net Income, equal to Euro 146,029,730, of which Euro 68,549,894 already distributed as interim dividend in August 2022 equal to Euro 0.371 per share and Euro 77,479,836 to be distributed in April 2023, corresponding to a dividend per share, gross of withholding taxes, of c. Euro 0.419 for each of the n° 185,623,140 ordinary shares currently outstanding. This dividend includes the portion attributable to any treasury shares held by the Bank on the record date. The payment, if approved by the AGM, will take place, pursuant to art. 2.6.2 of the Rules of the Markets organised and managed by Borsa Italiana S.p.A., as well as to art. IA.2.1.2 of the related Instructions, starting from 26th April 2023, with an ex-dividend date on 24th April 2023 (coupon n° 7) and a record date on 25th April 2023 and brings to Euro 0.790 per share the total dividend pertaining to FY 2022;
  • the proposal to allocate to the Bank’s “Legal Reserve” Euro 47,410;
  • the proposal to allocate to the Bank’s “Retained Earnings Reserve” the remaining part of the 2022 individual net income, equal to Euro 115,361,074.

The Financial Reporting Officer, Mr. Giuseppe Manno, declares, pursuant to paragraph 2 of article 154-bis of the Consolidated Law on Finance (“Testo Unico della Finanza”, Legislative Decree n° 58/1998), that the accounting information contained in this press release corresponds to the document results, accounting books and records of BFF.


Consolidated Non-financial Disclosure

The Board of Directors of the Bank today has also approved the fourth consolidated Non-financial Disclosure (“NFD”), related to 2022 ESG data of BFF, pursuant to article 7 of the Legislative Decree n° 254 of 30th December 2016.


Annual Remuneration Policy

During today's meeting, the Board of Directors also approved, subject to the favourable opinion of the Remuneration Committee, the Report presenting, in the First Section, the Annual Remuneration Policy for the year 2023, and, in the Second Section, the Report on the remuneration paid in the year 2022, pursuant to art. 123-ter of the Consolidated Law on Finance (“Testo Unico della Finanza” Legislative Decree 58/1998). The Remuneration Report, drawn up pursuant to art. 84-quater and in compliance with Annex 3°, Scheme 7-bis of the Issuers' Regulation (adopted with Resolution n° 11971 of 14 May 1999), will be submitted for approval to the AGM. The report will be made available to the public at the registered office of the Bank in Milan - Via Domenichino no. 5 and will be published in the section Investors > Governance > Shareholders' Meetings Documentation of the Issuer's website, as well as on the authorised storage mechanism 1Info.


Calling of the Ordinary General Meeting

Finally, the Board of Directors resolved to call the ordinary Shareholders' Meeting on 13th April 2023, in a single call. The notice of call of the Shareholders' Meeting and the documents relating to the items on the agenda will be published in the manner and within the time limits set out by current legislation.