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Butterfield Cautions Shareholders Regarding New York Stock and Bond LLC Mini-Tender Offer for Shares

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The Bank of N.T. Butterfield & Son Limited (NYSE: NTB) has received an unsolicited mini-tender offer from New York Stock and Bond LLC for up to 50,000 ordinary shares at $21.00 each, representing a 34% discount from the market price on July 14, 2022. Butterfield advises shareholders against accepting the offer, emphasizing that it is below market value. The SEC has raised concerns about mini-tender offers, highlighting risks for investors who may tender shares without considering the market price.

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  • None.
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  • Mini-tender offer price is 34% below the current market price.
  • The offer is unsolicited and not endorsed by Butterfield.

HAMILTON, Bermuda--(BUSINESS WIRE)-- The Bank of N.T. Butterfield & Son Limited (“Butterfield”) (NYSE: NTB | BSX: NTB.BH) has been notified of an unsolicited offer made by New York Stock and Bond LLC to purchase up to 50,000 of Butterfield’s ordinary shares, or approximately 0.1% of shares outstanding, at a price of $21.00 per share.

Butterfield cautions shareholders that the mini-tender offer has been made at a price below the current market price for Butterfield shares. The offer represents a discount of approximately 34% below the closing price on the NYSE on July 14, 2022. Butterfield does not recommend or endorse acceptance of this unsolicited mini-tender offer and is not associated in any way with New York Stock and Bond LLC, its mini-tender offer or the offer documentation.

Mini-tender offers are designed to seek not more than 5% of a company's outstanding shares, thereby avoiding disclosure and procedural requirements applicable to most bids under U.S. securities regulations. The U.S. Securities and Exchange Commission (the “SEC”) has expressed concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC's guidance to investors on mini-tenders is available at https://www.sec.gov/rules/interp/34-43069.htm.

Shareholders should carefully review the offer documentation, obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to New York Stock and Bond LLC’s mini-tender offer. Butterfield requests that a copy of this news release be included with all distributions of materials related to New York Stock and Bond LLC’s mini-tender offer for Butterfield's ordinary shares.

About Butterfield:

Butterfield is a full-service bank and wealth manager headquartered in Hamilton, Bermuda, providing services to clients from Bermuda, the Cayman Islands, Guernsey and Jersey, where our principal banking operations are located, and The Bahamas, Switzerland, Singapore and the United Kingdom, where we offer specialized financial services. Banking services comprise deposit, cash management and lending solutions for individual, business and institutional clients. Wealth management services are composed of trust, private banking, asset management and custody. In Bermuda, the Cayman Islands and Guernsey, we offer both banking and wealth management. In The Bahamas, Singapore and Switzerland, we offer select wealth management services. In the UK, we offer residential property lending. In Jersey, we offer select banking and wealth management services. Butterfield is publicly traded on the New York Stock Exchange (symbol: NTB) and the Bermuda Stock Exchange (symbol: NTB.BH). Further details on the Butterfield Group can be obtained from our website at: www.butterfieldgroup.com.

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Investor Relations Contact:

Noah Fields

Investor Relations

The Bank of N.T. Butterfield & Son Limited

Phone : (441) 299 3816

E-mail : noah.fields@butterfieldgroup.com



Media Relations Contact:

Nicky Stevens

Group Strategic Marketing & Communications

The Bank of N.T. Butterfield & Son Limited

Phone: (441) 299 1624

Cellular: (441) 524 4106

E-mail: nicky.stevens@butterfieldgroup.com

Source: The Bank of N.T. Butterfield & Son Limited

FAQ

What is the mini-tender offer for Butterfield's shares on July 14, 2022?

New York Stock and Bond LLC made an unsolicited offer to purchase up to 50,000 ordinary shares of Butterfield at $21.00 each, which is 34% below the market price.

Should Butterfield shareholders accept the mini-tender offer?

No, Butterfield does not recommend accepting the offer due to its below-market price.

What are the risks associated with mini-tender offers?

Mini-tender offers may be below market price, and the SEC warns that investors could be misled if they do not compare the offer with current market conditions.

What is the current market price of Butterfield shares as of July 14, 2022?

The market price of Butterfield shares on July 14, 2022, was above the mini-tender offer price of $21.00.

Is Butterfield associated with New York Stock and Bond LLC?

No, Butterfield is not associated with New York Stock and Bond LLC or its mini-tender offer.

The Bank of N.T. Butterfield & Son Limited

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