Important Information & Disclosures Notice to and Undertaking by Recipients In this presentation,
we, our, us, Financial Institutions, FISI or the Company refers to Financial Institutions, Inc., and our consolidated subsidiaries, including Five Star Bank, unless the context
indicates that we refer only to the parent company, Financial Institutions, Inc. The Company has filed a shelf registration statement on Form S-3 (Registration Statement
No. 333-283475), which was filed with the U.S. Securities and Exchange Commission (the SEC) on November 26, 2024, and declared effective by the SEC on December 4, 2024. A preliminary
prospectus supplement and accompanying prospectus relating to the offering have been or will be filed with the SEC for the offering to which this presentation relates. Before you invest in any securities, you should read the preliminary prospectus
supplement and accompanying prospectus, including the risk factors set forth therein, the registration statement and the documents incorporated by reference therein, and the other documents that the Company has filed with the SEC for more complete
information about the Company and the offering. You may obtain the documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, the underwriter, or any dealer participating in the offering will arrange to send
you the registration statement, preliminary prospectus supplement and accompanying prospectus if you request them by contacting Keefe, Bruyette & Woods, Inc., toll-free at
(800)-966-1559 or by emailing USCapitalMarkets@kbw.com. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities of the
Company, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This
presentation has been prepared by us solely for informational purposes based on our own information, as well as information from public and industry sources. Neither the SEC nor any regulatory agency has approved or disapproved of our securities or
passed upon the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. Forward Looking Statements This presentation contains, and future oral and written statements by us and our management may contain,
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements
of the Companys beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as may, could, should, will, would, believe,
anticipate, estimate, expect, aim, intend, plan, the negatives of such words or words or phases of similar meaning. The Company cautions that the forward-looking statements are
based largely on the Companys expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Companys control. Such
forward-looking statements are based on various assumptions (some of which may be beyond the Companys control) and are subject to risks and uncertainties, which change over time, and other factors which could cause actual results to differ
materially from those currently anticipated. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. If one or more of the factors affecting
the Companys forward-looking information and statements proves incorrect, then the Companys actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and
statements contained in this presentation. Therefore, you should review this presentation completely and the Company cautions you not to place undue reliance on the Companys forward-looking information and statements. Important factors that
could cause actual results to differ materially from those in the forward-looking statements are set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2023 and in the
preliminary prospectus supplement and accompanying prospectus, in the sections entitled Forward-Looking Information, Cautionary Statement Regarding Forward-Looking Statements and Risk Factors, and other documents
filed by the Company with the SEC from time to time. The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking
statements, except as specifically required by law. Industry Information This presentation includes statistical and other industry and market data that we obtained from government reports and other third-party sources. Our internal data, estimates,
and forecasts are based on information obtained from government reports, trade, and business organizations and other contacts in the markets in which we operate and our managements understanding of industry conditions. Although we believe that
this information (including the industry publications and third-party research, surveys, and studies) is accurate and reliable, we have not independently verified such information and no representations or warranties are made by us or our affiliates
as to the accuracy of any such statements or projections. In addition, estimates, forecasts, and assumptions are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Forward-looking information obtained from
these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this presentation. These and other factors could cause our results to differ materially from those expressed in
our estimates and beliefs and in the estimates prepared by independent parties. Unaudited Financial Data Numbers contained in this presentation for the quarter ended September 30, 2024 and for other quarterly or interim monthly periods are
unaudited. As a result, subsequent information may cause a change in certain accounting estimates and other financial information, including the Companys allowance for credit losses, fair values, and income taxes. Non-GAAP Financial Measures The Company uses financial information in its analysis of the Companys performance that is not in conformity with accounting principles generally accepted in the United States of
America (GAAP). The Company believes that these non-GAAP financial measures provide useful information to management and investors that is supplementary to the Companys financial condition,
results of operations, and cash flows computed in accordance with GAAP. However, the Company acknowledges that its non-GAAP financial measures have a number of limitations. For example, the non-GAAP measures that we present may not be comparable to similar non-GAAP financial measures presented by other companies. Our presentation of such measures, which may
include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that our future results will be unaffected by other unusual or
non-recurring items. See the appendix to this presentation for a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures. 2