Cautionary Statements Regarding Forward-Looking Information
Certain statements in this communication may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to NYCBs and Flagstars beliefs,
goals, intentions, and expectations regarding revenues, earnings, loan production, asset quality, capital levels, and acquisitions, among other matters; NYCBs and Flagstars estimates of future costs and benefits of the actions each
company may take; NYCBs and Flagstars assessments of probable losses on loans; NYCBs and Flagstars assessments of interest rate and other market risks; and NYCBs and Flagstars ability to achieve their respective
financial and other strategic goals.
Forward-looking statements are typically identified by such words as
believe, expect, anticipate, intend, outlook, estimate, forecast, project, should, and other similar words and expressions, and are subject
to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.
Additionally, forward-looking statements speak only as of the date they are made; NYCB and Flagstar do not assume any
duty, and do not undertake, to update such forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties,
actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of NYCB and Flagstar. The factors that could cause
actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement among NYCB, 615 Corp.
and Flagstar; the outcome of any legal proceedings that may be instituted against NYCB or Flagstar; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are
not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the ability of NYCB and Flagstar to meet expectations regarding the timing, completion and
accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of NYCB or Flagstar; the possibility that the
anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and
competitive factors in the areas where NYCB and Flagstar do business; certain restrictions during the pendency of the proposed transaction that may impact the parties ability to pursue certain business opportunities or strategic transactions;
the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of managements attention from ongoing business operations and opportunities; the
possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the proposed transaction within the expected timeframes or at all and to successfully integrate Flagstars operations and those of NYCB; such
integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; potential adverse reactions or changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed transaction; NYCBs and Flagstars success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by
NYCBs issuance of additional shares of its capital stock in connection with the proposed transaction; and other factors that may affect future results of NYCB and Flagstar; and the other factors discussed in the Risk Factors
section NYCBs Annual Report on Form 10-K for the year ended December 31, 2020 and in other reports NYCB files with the U.S. Securities and Exchange Commission (the SEC), which are
available at http://www.sec.gov and in the SEC Filings section of NYCBs website, https://ir.mynycb.com, under the heading Financial Information, and in Flagstars Annual Report on Form 10-K for the year ended December 31, 2020 and in Flagstars other filings with SEC, which are available at http://www.sec.gov and in the Documents section of Flagstars website,
https://investors.flagstar.com.