ANNEX II 2020 COMPENSATION POLICY FINECOBANK GROUP

COMPENSATION SYSTEMS BASED ON FINANCIAL INSTRUMENTS FOR FINECOBANK STAFF

FINECO. SIMPLIFYING BANKING

FinecoBank S.p.A.

1. Introduction

2. 2020 Incentive System

2.1 Beneficiaries of the Plan
2.2 The reason for the adoption of the Plan
2.3 Plan approval process and timeframe for the assignment of the financial instruments
2.4 The characteristics of the financial instruments assigned
Compensation Tables

3. 2020 Incentive System for Financial Advisors belonging to Identified Staff

3.1 Beneficiaries of the Plan
3.2 The reason for the adoption of the Plan
3.3 Plan approval process and timeframe for the assignment of the financial instruments
3.4 The characteristics of the financial instruments assigned

4. Execution of FinecoBank Compensation Systems

4.1 Beneficiaries of the Plan
4.2 The reason for the adoption of the Plan
4.3 Plan approval process and timeframe for the assignment of the financial instruments
4.4 The characteristics of the financial instruments assigned

1. Introduction

Pursuant to the provision set forth in Article 114-bis of legislative decree no. 58 of February 24th, 1998 as well as to the provisions of the issuer adopted by Consob with resolution no. 11971 of May 14th, 1999 (the "Issuers Regulations") regarding the information to be disclosed to the market in relation to the granting of incentive plans based on financial instruments, the Board of Directors of FinecoBank (the "Board of Directors") prepared this information memorandum which will be reported to the Ordinary General Shareholders' Meeting of FinecoBank on April 28th, 2020 which is called to resolve, inter alia, upon the approval for 2019 of the following new incentives plans:

"2020 Incentive System" aiming at rewarding Identified Staff employees, payable in cash and/or free Fineco ordinary shares over a multiyear period, according to the procedures described below and subject to the achievement of specific performance objectives;
"2020 Incentive System for Identified Staff Financial Advisors" aiming at rewarding Identified Staff Financial Advisors, payable in cash and/or Fineco ordinary shares over a multi-year period, according to the procedures described below and subject to the achievement of specific performance objectives.

This Information Memorandum – prepared in compliance with Scheme 7 of Annex 3A to the Issuers Regulation – was also prepared for the purpose of giving information concerning the execution of the following "FinecoBank Compensation Systems" already approved by the Shareholders' Meetings of April 11th 2018, April 11th 2017, of April 12th 2016, of April 23rd 2015 and of June 5th 2014, and defined in order to assign free shares to selected resources of FinecoBank, according to the procedures described below and subject to the achievement of specific performance objectives:

2019 Incentive System for Identified Staff Financial Advisors
2019 Incentive System
2018 Incentive System for Identified Staff Financial Advisors
2018 Incentive System
2018 2020 LTI plan for Identified Staff Financial Advisors
2018 2020 LTI plan for Finecobank employees
2017 Incentive System for Identified Staff Financial Advisors
2017 Incentive System
2016 Incentive System for Identified Staff Financial Advisors
2016 Incentive System
2015 Incentive System for Identified Staff Financial Advisors
2015 Incentive System
2014 Incentive System
"2014-2017 Multi-year Plan Top Management"
"2015-2017 Plan PFA"

Pursuant to the definition set forth in article 84-bis of the issuer regulations, the above-mentioned incentive plans, in consideration of their beneficiaries, are considered "relevant plans".

2. 2020 Incentive System

In compliance with the Bank of Italy provisions set forth in Circular 285, December 17th, 2013 (Section "Regulations on remuneration and incentive policies and practices of Banks and Banking groups") – 25° Update of October, 26, 2018, First Part, Title IV, Chapter 2, implementing the Capital Requirements Directive 2013/36/EU (CRD IV) and in line with the guidelines issued by European Banking Authority (EBA), FinecoBank defined compensation systems based on financial instruments in order to align shareholders and management interests, reward long-term value creation and share price appreciation and motivate and retain key resources of FinecoBank. For this purpose it was proposed the adoption of the Plan "2020 Incentive System" (hereinafter also "2020 System"), which provides for the allocation of an incentive – in cash and/or free Fineco ordinary shares – to be granted over a multi-year period, subject to the achievement of specific performance objectives.

2.1 Beneficiaries of the Plan

The employees of FinecoBank benefiting from the 2020 Incentive System are 18¹ Identified Staff whose activities have impacts on the Bank's risks as specified in section 2.1.2.

1 The total number of Identified Staff of FinecoBank is 19, including the CEO of Fineco Asset Management DAC, who is beneficiary of FAM's 2020 Incentive System.

On the basis of the criteria established by the Shareholders' Meeting, the Board of Directors will be in charge of identifying the actual beneficiaries belonging to the categories described in this section 2.1.

2.1.1 Indication of the name of beneficiaries who are members of the Board of Directors of FinecoBank and of the companies directly or indirectly controlled by FinecoBank

Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is among the beneficiaries of 2020 Incentive System.

2.1.2 The categories of employees or independent contractors of FinecoBank and companies controlling or controlled by this issuer

The employees of FinecoBank that are defined as Identified Staff and benefit from the 2020 Incentive System are defined based on criteria provided by European Banking Authority (EBA) Regulatory Technical Standards issued on December 16th, 2013, as follows:

Chief Executive Officer (CEO) and General Manager (GM), Deputy General Managers (DGM), Executive Vice Presidents (EVP), Senior Vice Presidents (SVP);
Employees with total remuneration greater than € 500,000 in the last year;
Employees included within 0,3% of staff with the highest remuneration;
Other selected roles (including new hires).
Compensation Tables

2.1.3 Individuals who benefit from the Plan belonging to the following groups:

a) General Manager of FinecoBank

Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is among the beneficiaries of 2019 Incentive System.

b) Other Executives with strategic responsibility over FinecoBank (not classified as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010), if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the Board of Directors or Management Board, and to the General Manager of FinecoBank

None of FinecoBank Executives with strategic responsibility meet the description; therefore, no information is provided in connection thereto.

c) Natural persons controlling FinecoBank, who are employee or independent contractor of FinecoBank

No individual controls FinecoBank and, therefore, no information is provided in connection thereto.

2.1.4 Description and numerical indication, broken down according to category:

a) Executives with strategic responsibility other than those specified under lett. b) of paragraph 2.1.3

Amongst the beneficiaries of the 2020 Incentive System, along with the Chief Executive Officer and General Manager, there are no. 4 executives of FinecoBank with regular access to privileged information and who are authorized to take resolutions affecting the development and the prospects of FinecoBank:

1. the Deputy General Manager and Head of Global Banking Services, Mr. Fabio Milanesi;
1. the Deputy General Manager and Head of Global Business, Mr. Paolo Di Grazia;
1. the Head of Commercial PFA Network & Private Banking, Mr. Mauro Albanese;
1. the Chief Financial Officer, Mrs. Lorena Pelliciari.
b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the aggregate number of all Executives with strategic responsibility over the financial instrument issuer

This provision is not applicable.

c) other categories of employees for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.)

There are no categories of employees to which different characteristics of the 2020 Incentive System apply.

2.2 The reasons for the adoption of the Plan

Compensation Tables

2.2.1 The targets which the parties intend to reach through the adoption of the plan

The 2020 Incentive System aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to the Bank's results, adjusted in order to consider all risks in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole.

The 2020 Incentive System is compliant with Fineco's Compensation Policy and with the national and international regulatory requirements providing for:

the allocation of a variable incentive defined on the basis of the available bonus pool, individual performance evaluation, internal benchmark for specific roles and bonus cap as set by the Ordinary Shareholder's meeting;
the definition of a balanced structure of "upfront" (done at the moment of performance evaluation) and "deferred payments", in cash and in shares;
the payment in shares, coherently with the required share retention periods. In fact both upfront and deferred share payments are subject to 1 year retention period;
risk-adjusted metrics in order to guarantee long-term sustainability with respect to theCompany's financial position and to ensure compliance with the expectations of the Regulator;
entry and malus condition regarding Fineco's capital, liquidity and profitability, as well as specific individual compliance and clawback clauses.

2.2.2 Key factors and performance indexes taken into account for the assignment of plans based on financial instruments.

Individual bonuses will be allocated on the basis of the available bonus pool, individual performance evaluation and internal benchmarking for specific roles.

Incentive pay-outs shall be made over a multi-year period (2021-2026) subject to continuous employment at each payment date as follows:

payment in 2021 of the first cash instalment ("1st instalment") and the first tranche in FinecoBank free ordinary shares (with the applicable 1-year retention period), in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (e.g. Internal Internal Audit, Bank of Italy, Consob and/or other local authorities);
over the period 2022-2026 the remaining amount of the overall incentive will be paid in several instalments in cash and/or FinecoBank free ordinary shares; each tranche will be subject to the application of the Zero Factor for the year of allocation and in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (e.g. Internal Internal Audit, Bank of Italy, Consob and/or other local authorities);
share allocation is subject to a 1-year retention period.

2.2.3 The factors assumed as basis for the determination of the compensation based upon financial instruments, or the criteria for the determination of the aforesaid compensation.

In the 2020 Incentive System the link between profitability, risk and reward is ensured by directly linking the bonus pool with Company results, cost of capital and the Bank's risk profiles as stated in the Risk Appetite Framework.

At this stage, the 2020 Incentive System does not state an exact indication of the value of free shares to be actually allocated to the beneficiaries, but rather it defines the maximum number of free shares to be issued with reference to the Plan. However, it establishes the criteria that the Board of Directors should follow, in the resolutions that after the Shareholders' Meeting approval will execute the Plan, to define the actual number of beneficiaries and the number of free shares to be granted.

The 2020 Incentive System provides that in 2021 the promise to pay the incentive in cash and shares will be formulated. The percentages of the payments in cash and shares are linked to the beneficiaries' categories as described hereafter.

The assessment of the "sustainable performance parameters" (entry and malus condition) and the risk-reward alignment are reviewed by the Remuneration Committee, by the Risk and Related Parties and defined by the Board of Directors.

2.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by FinecoBank, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments

At this stage, the 2020 Incentive System does not envisage the allocation of similar financial instruments.

2.2.5 Considerations with respect to relevant tax and accounting implications, taken into account in the definition of the plans

The 2020 Incentive System design was not influenced by significant tax or accounting considerations.

2.2.6 The indication as to whether the plan benefits from the support of the Special Fund for encouraging worker participation in the companies, as provided for under Article 4, paragraph 112, of Law December 24 2003 n. 350

The 2020 Incentive System is not currently funded by the Special Fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.

2.3 Plan approval process and timeframe for the assignment of the financial instruments

2.3.1 Powers delegated to the Board of Directors by the Shareholders' Meeting for the implementation of the plan

The Board of Directors, on January 15th, 2020, approved the proposal related to the 2020 Incentive System to be submitted to the General Shareholder's Meeting called on April 28th, 2020. Furthermore, the Board of Directors, in the same meeting, formulated the proposal to provide to the Board of Directors the delegation of power to carry out a free capital increase for the 2020 Incentive System, to be executed by 2025, with the possibility to submit to a future Shareholders' Meeting approval the proposal aimed at integrating this power to carry out a further capital increase for the 2020 Incentive System, in order to assign the last share instalment foreseen for 2026.

2.3.2 Indication of the individuals in charge of the management of the plan, their powers authority

FinecoBank's '"Human Resources" is in charge of managing the 2020 Incentive System, as well as of defining Fineco's Compensation Policy.

2.3.3 Procedures for the amendment of the plan, if any, also in connection with potential variation of the original targets

No specific procedures for the amendment of the 2020 Incentive System are provided for, other than the power of attorney that is provided by the Shareholders' Meeting to the Chairman and the Chief Executive Officer and General Manager, also separately, to possibly make changes to the 2020 System.

2.3.4 Description of the procedures for the determination of the availability and assignment of the financial instruments contemplated by the plan

The best solution identified to execute the 2020 Incentive System is to delegate to the Board of Directors, pursuant to sect. 2443 of the Civil Code, the faculty to increase share capital as described in the Director's Report presented to the Extraordinary Shareholders' Meeting called for on April 28th , 2020 (in a single call).

In force of this delegation, the Board of Directors could resolve the following:

to carry out a free capital increase, on one or more occasions and for a maximum period of five years starting from the date of the Shareholders' resolution, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 174.234,39 (to be allocated in full to share capital at Euro 0.33 per share, corresponding to the nominal value per share), corresponding to up to 527,983 FinecoBank ordinary shares, to be granted to employees of FinecoBank. Such an increase in capital shall be carried out using the special reserve known as "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" set up for this purpose, which, if necessary, may be restored or increased by allocating a portion of the Company profits or a portion of available statutory reserves, formed from the distribution of company profits that shall be identified by the Board of Directors at the moment of share issuance;
with reference to section 2443 of Civil Code that provides that Directors can exercise the right to carry out a free capital increase for a maximum period of five years starting from the date when the Shareholders' Meeting resolution providing the delegation of power was registered and therefore, until 2025, in order to assign the last share instalment provided for 2026 it will be necessary to submit to a future Shareholders' Meeting approval a proposal aimed at integrating the delegation of power already provided to the Board of Directors in order to complete the execution of the 2020 System.

The number of shares to be allocated in the respective instalments (as described at paragraph 2.4.1.) shall be defined in 2021 based on the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month preceding the Board resolution that assesses 2020 performance results. The allocation of a maximum number of 638,517 FinecoBank free ordinary shares is proposed, representing about 0.10% of FinecoBank share capital, of which a maximum n° of 63,851 FinecoBank ordinary shares for the possible hiring of Identified Staff from the market.

Over the period 2022-2026 the remaining amount of the overall incentive will be paid in several instalments in cash and/or FinecoBank free ordinary shares; each tranche will be subject to the application of the Zero Factor for the year of allocation and in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (e.g. Internal Internal Audit, Bank of Italy, Consob and/or other local authorities).

Share allocation is subject to a 1-year retention period.

Compensation Tables

2.3.5 The influence exercised by each director in the determination of the characteristics of the plans; the potential conflict of interest, which may trigger the obligation for the relevant director to abstain from exercising his vote in the relevant resolution

In the determination of the proposal submitted to the Shareholders' Meeting, the Board of Directors identified the essential characteristics of the 2020 Incentive System, unanimously approved, following the guidelines and criteria set out by FinecoBank's Remuneration Committee.

Since the Chief Executive Officer and General Manager of FinecoBank is among the potential beneficiaries of the 2020 Incentive System, he did not participate in the definition of the 2020 Incentive System.

2.3.6 The date on which the Board of Directors of FinecoBank resolved upon the assignment of the financial instruments contemplated by the plan

The Board of Directors, on January 15th, 2020 approved the proposal related to the 2020 Incentive System to be submitted to FinecoBank Shareholders' Meeting.

Furthermore, in exercising the delegation received by the Shareholders' Meeting, as described in point 2.3.1, the Board of Directors will resolve in one or more occasions to allocate the financial instruments related to the 2020 Incentive System.

2.3.7 The date on which the Remuneration Committee resolved upon the Plan of FinecoBank

The Remuneration Committee on January 13th, 2020 positively resolved upon the criteria and the methodology elaborated for the definition of the 2020 Incentive System, sharing the reasons and motivations.

2.3.8 The market price of Fineco ordinary shares, on the dates mentioned in points 2.3.6 and 2.3.7

The market price of Fineco ordinary shares, registered on the date the Board of Directors approved the 2020 Incentive System (January 15th, 2020) is equal to € 11.04 and that of the date of the positive opinion released by the Remuneration Committee of FinecoBank (January 13th, 2020) is equal to € 11.035.

2.3.9 In which terms and how FinecoBank takes into account, in the determination of the timeframe for the assignment of the plans, the possible time-coincidence between:

i) such assignment or the decision, if any, adopted thereon by the Remuneration Committee, and
ii) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1 of Legislative Decree 58/98; for instance, in cases in which such information is:
a. not already public and capable to positively affect the market quotation, or

b. already published and capable to negatively affect the market quotation

In relation to the foregoing, is to be noted that the resolution of the Board of Directors that approved the proposal to be submitted to the Shareholders' Meeting, was communicated to the markets, in compliance with the current regulations. Similarly, further disclosure to the market, if required, will be made available upon any other following resolution adopted by the Board of Directors in relation to the 2020 Incentive System.

The resolutions related to the incentive plans based on financial instruments are first examined by the Remuneration Committee of FinecoBank in order to provide a positive opinion to the Corporate Bodies; the disclosure to the market occurs, if required, after the relevant resolution of the Board of Directors.

2.4. The characteristics of the financial instruments assigned

2.4.1 Description of the compensation plan

Individual bonuses will be allocated on the basis of available bonus pool, individual performance evaluation and internal benchmarking for specific roles.

Individual performance appraisal is based on specific goals, linked to the 5 fundamentals of UniCredit Group competency model: "Customers First"; "Execution and Discipline"; "Cooperation and Synergies"; "Risk Management"; "People Development".

The final evaluation of sustainable performance parameters and risk-reward alignment will be reviewed by the Remuneration Committee and defined under the responsibility and governance of the Board of Directors.

The 2019 Incentive System provides that in 2020 the Board of Directors – once verified the achievement of the goals defined for 2019 – will define the percentage of payments in cash and shares established for each category of beneficiaries, as illustrated in the table below:

Compensation Tables

	2021	2022	2023	2024	2025	2026
CEO/GM and other roles provided by law with a "significant amount"2 of variable pay	20% cash	20% shares	12% cash	12% shares	12% shares	12% cash + 12% shares
Other roles provided by law3 without a "significant amount" of variable pay	25% cash	25% shares	15% cash	15% shares	10% cash + 10% shares	-
Other Identified Staff without a "significant amount" of variable pay	30% cash	30% shares	10% shares	20% cash + 10% shares	-	-

The number of shares to be allocated in the respective instalments shall be defined in 2020, on the basis of the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month preceding the Board resolution that evaluates the 2020 performance results. The maximum number of Fineco free ordinary shares to be issued within the 2020 System is estimated at 638,517 representing about 0.10% of FinecoBank share capital, of which maximum n° of 63,851 Fineco ordinary shares for the possible hiring of Identified Staff from external market.

Pay-outs in shares comply with the applicable regulatory provisions in terms of holding period.

2.4.2 Indication of the time period for the implementation of the plan also indicating different cycles, if any, of its implementation

Incentive pay-outs shall be made over a multi-year period (2021-2026) in a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and in shares, subject to what mentioned above and continuous employment at each date of payment. The free shares related to the 2020 Incentive System will be allocated by FinecoBank in multiple instalments (as shown in the table above) subject to the Board assessment in 2021 of achievement of the 2020 goals.

2.4.3 The termination date of the plan

The 2020 Incentive System will lapse by July 2026.

2.4.4 The overall maximum number of financial instruments, also in the form of options, assigned over any fiscal years with respect to the beneficiaries namely identified or identified by categories, as the case may be

The maximum number of Fineco free ordinary shares is estimated at 638,517, representing about 0.10% of FinecoBank share capital, of which maximum n° of 63,851 FinecoBank ordinary shares for the possible hiring of Identified Staff from external market.

For the assignment of the last instalment of shares planned for 2026 it will be submitted to one of the future Shareholders' Meetings the proposed integration of the power of attorney, already provided to the Board of Directors, for a capital increase to complete the execution of the above mentioned 2020 System.

At this stage it is not possible to indicate the maximum number of free shares allocated in each fiscal year during the life of the 2020 Incentive System, since the actual definition will be carried out by the Board of Directors on the basis of the criteria approved by the Shareholders' Meeting.

2.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results

Bonus pool is defined as a percentage of the specific funding KPI (Net Operating Profit, net of Provisions for Risk and Charges, corresponding to Profit Before Tax), taking into consideration the "Entry Conditions" criteria assessment (based on the risk-adjusted forecasted results) and the risk assessment.

The Entry Conditions are the mechanism that determines the possible application of the malus clause (Zero Factor) on the basis of Fineco's performance indicators in terms of profitability, capital and liquidity. Based on final actual results, the 2020 bonus pool may be zeroed, while previous systems deferrals could be reduced by 50% to 100% of their value.

2 I.e. EUR 430,000, equal to 25% of the total remuneration of the Italian High Earners according to the latest EBA report available (Benchmarking and high earners report). The threshold includes both short-term and a pro-quota of the long-term variable remuneration and it is lower than 10x the average employee total remuneration. As required (Circolare 285/2013), such threshold is valid of r2019-2021.

³ Eg. For instance the first reporting line of the CEO and General Manager.

Compensation Tables

In order to align to regulatory requirements, if the set KPIs are not met, a Zero Factor will apply to the Identified Staff population, whereas for the rest of the population, a significant reduction will be applied. To be noted that a floor might be defined for retention purposes and in order to maintain the minimum pay levels needed to play in the market. In case Zero Factor is not activated, bonus pool adjustments will be applied within predefined ranges based on the assessment of performance and risk factors.

2.4.6 Indication of the restrictions on the availability of the financial instruments allocated under the plan or of the financial instruments relating to the exercise of the options, with particular reference to the time limits within which the subsequent transfer of the stocks to the issuer or third parties is permitted or prohibited

The 2020 Incentive System provides for the free FinecoBank ordinary shares that will be allocated to be freely transferable, considering the applicable regulatory requirements regarding the application of share retention periods, as described in section 2.2.1.

2.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options

In accordance with national regulatory guidelines and the 2020 Compensation Policy, beneficiaries are required to undertake not to use personal hedging strategies or remuneration and liability-related insurance to undermine the risk alignment effects embedded in their remuneration arrangements. Involvement in any form of hedging transaction shall be considered in breach of the Bank compliance policies and therefore the relevant rights under the plan shall automatically expire.

2.4.8 Description of the consequences deriving from the termination of the employment or working relationship

The 2020 Incentive System provides that the Board of Directors will have the faculty to identify, in the resolution that will execute the 2020 System, the termination of the working relationship between any beneficiary and the Bank, as cause for the expiring of the right to receive the free shares, coherently with the Plan rules.

2.4.9 The indication of any other provisions that may trigger the cancellation of the plan

The 2020 Incentive System does not provide for any provision that may trigger its cancellation.

2.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by FinecoBank, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights

The 2020 Incentive System does not provide for the redemption by FinecoBank of the free shares.

2.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code

The 2020 Incentive System does not provide for a loan or other special terms for the purchase of the shares.

2.4.12 The evaluation of the economic burden for FinecoBank at date of the assignment of the plan, as determined on the basis of the terms and conditions already defined, with respect to the aggregate overall amount as well as with respect to each financial instrument contemplated by the plan

The estimation of the overall cost expected by FinecoBank in relation to the 2020 Incentive System at the grant date of the free shares, was made on the basis of the IAS principles, considering the accounting assumptions on the probability to achieve the performance targets related to the allocation of the free shares.

On the basis of these estimations, the overall expected cost for FinecoBank (IAS cost) based on the effective performance conditions met, could be equal to € 5,641,287.67 to be split in 6 years. Nevertheless, at this stage it is not possible to define the exact cost in each year of life of the 2020 Incentive System, since the definition of the actual incentive to be allocated is subject to the Board of Directors resolution.

2.4.13 The indication of any dilution on the corporate capital of the issuer resulting from the compensation plan, if any

The maximum impact of the 2020 Incentive System on FinecoBank share capital shall be approx. 0.10% if all free shares will be allocated employees.

2.4.14 Any limitation to the voting and to the economic rights

At this stage, the 2020 Incentive System does not provide for any limitation to the voting or economic rights of the shares allocated.