FinecoBank

Remuneration Information • Mar 27, 2020

ANNEX I 2020 COMPENSATION POLICY FINECOBANK GROUP

INFORMATION TABLES PURSUANT TO ART. 84-QUATER OF THE REGULATION N° 11971 ISSUED BY COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (CONSOB)

FINECO. SIMPLIFYING BANKING

FinecoBank S.p.A.

7. Compensation Tables

1. Compensation Tables

7.1 Disclosure as per section 84-quater of the Italian National Commission for Listed Companies (Consob) Issuers Regulation no.11971

A set of tables provides in the following pages the information that the Company is required to provide as per Section 84-quater of Consob's Issuers Regulation no. 11971.

For a more detailed understanding of the methodological criteria underlying the information reported in the various tables, reference is made to Annex 3A of the said Consob Regulation.

Reported below is a brief description of the contents of the various tables:

TABLE 1: Compensation paid to members of the Administrative and Auditing Bodies, to General Managers and to other Executives with strategic responsibility

Provides, at an individual level and on aggregate basis, the compensation paid to the Chief Executive Officer and General Manager, to the members of the Board of Directors and of the Board of Statutory Auditors.

For the other 5 Executives with strategic responsibility (included an Executive with strategic responsibility whose employment relationship ended in 2018) the information is provided on an aggregate basis.

The overall compensation paid by FinecoBank to the Board of Directors for the year 2019 equals to Euro 1.848.095.

The overall compensation paid by FinecoBank to the Board of Statutory Auditors for the year 2019 equals to Euro 193.959.

The "Fair value of equity compensation" (column 7) does not represent a value actually paid to/gained by the beneficiaries of equity plans, being instead the cost that the Company is booking - on an accrual basis and during the vesting period - within the provision for incentives based on financial instruments. More details on such plans are provided in Table 2 and Table 3A.

TABLE 2: Stock Options assigned to the members of the Administrative Body, to General Managers and other Executives with strategic responsibility

Neither the non-executive members of the Board of Directors, nor the members of the Board of Statutory Auditors benefit from incentive plans, whether based on financial instruments or cash.

Only 2 Executives with strategic responsibility (included an Executive whose employment relationship ended in 2018) benefit from a Stock Option plan launched by the UniCredit Group in previous years.

At current prices, all vested stock options that could potentially be exercised are largely underwater.

TABLE 3A: Incentive plans based on financial instruments other than stock options, for members of the Administrative Body, General Managers and other Executives with strategic responsibility

The table reports the shares granted within medium and/or long-term incentive and retention equity plans, as well as the number of shares promised and/or granted in connection with the deferral scheme of short-term incentive systems.

TABLE 3B: Cash-based Incentive Plans for Members of the Administrative Body, General Managers and other Executives with strategic responsibility

Provides the details of the cash-based incentives matured during the year for the Chief Executive Officer and General Manager and of the other Executives with strategic responsibility. Neither the non-executive members of the Board of Directors, nor the Statutory Auditors receive variable compensation.

Information on the investments held by the members of the Administrative and Auditing Bodies, by General Managers and by other Executives with strategic responsibility

Table 1 and Table 2, drafted in compliance with schedule 7-ter, provide the shareholding in FinecoBank held by the Chief Executive Officer and General Manager, the other members of the Board of Directors, the members of the Board of Statutory Auditors and the other Executives with strategic responsibility.

Annex 3A/Schedule 7-bis
Consob Issuers Regulation n. 11971 -

(B)			TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibility
	(C)	(D)			Fixed compensation (1)			(2)	Variable non-equity compensation (3)	(4)	(5)	(7) (6)	(8)
Office	Period in which office was held	Office expiration date	Emoluments resolved by the Shareholdes' Meeting	reinbursements Lump sum expense *** Attendance tokens	Compensation for specific offices ex sec. 23889 Italian Civil Code	Fixed salary	Total	Bonuses and other incentives Compensation for committee membership	Profit sharing	Non-monetary benefits	remunaration Other	compensation * Fair Value of equity Total	Severance indemnity for end of office or termination of employment
Chairman of the Board of Directors	31/12/2019 01/01/2019	approv. AR at 31/12/19	50,000	4,500	150,000 7,465		211,965					211,965
(I) Total compensation in the company preparing the financial statements Member of the Remuneration Committee	31/12/2019 01/01/2019	approv. AR at 31/12/19	15,000 65,000	3,300 7,800	150,000 7,465	-	18,300 230,265	-	- -	-	-	18,300 230,265	- -
(II) Compensation from subsidiaries and associates			65,000	7,800	150,000 7,465	-	230,265 -	-	- -	-	-	230,265 -	- -
Member of the Appointments and Sustainability Committee Chairman of Risk and Related Parties Committee Vice Chairman of the Board of Directors	01/01/2019 01/01/2019 01/01/2019	31/12/2019 approv. AR at 31/12/19 31/12/2019 approv. AR at 31/12/19 31/12/2019 approv. AR at 31/12/19	40,000 20,000 15,000	4,500 5,100 3,000	50,000		94,500 25,100 18,000					94,500 25,100 18,000
(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates			75,000	12,600	50,000	-	137,600 -	-	- -	-	-	137,600 -	- -
Chief Executive Officer/ General Manager**	01/01/2018	31/12/2018 approv. AR at 31/12/19	75,000	12,600	50,000	850,000 -	137,600 850,000	-	- 255,000 -	6,001 -	-	991,540 137,600 1,111,001	- -
(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates			-	-	-	850,000	850,000 -	-	- 255,000	6,001	-	991,540 1,111,001 -	-
Member of the Board of Directors	10/05/2019 01/01/2019		14,247 -	1,500 -	-	850,000	850,000 15,747	-	- 255,000	6,001	-	991,540 15,747 1,111,001	-
(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates			14,247	1,500	-	-	15,747 -	-	- -	-	-	15,747 -	- -
Member of the Board of Directors	01/01/2019	31/12/2019 approv. AR at 31/12/19	14,247 40,000	1,500 4,500	- 4,307	-	15,747 48,807	-	- -	-	-	15,747 48,807	- -
Member of Risk and Related Parties Committee Chairman of the Remuneration Committee	01/01/2019 01/01/2019	31/12/2019 approv. AR at 31/12/19	15,000	5,100			20,100					20,100
(I) Total compensation in the company preparing the financial statements		31/12/2019 approv. AR at 31/12/19	20,000 75,000	3,900 13,500	- 4,307	-	23,900 92,807	-	- -	-	-	23,900 92,807	- -
(II) Compensation from subsidiaries and associates			75,000	13,500	- 4,307	-	92,807 -	-	- -	-	-	92,807 -	- -
(I) Total compensation in the company preparing the financial statements Member of the Board of Directors	01/01/2019	31/12/2019 approv. AR at 31/12/19	40,000 40,000	4,200 4,200	- 3,876 3,876	-	48,076 48,076	-	- -	-	-	48,076 48,076	- -
(II) Compensation from subsidiaries and associates			40,000	4,200	- 3,876	-	48,076 -	-	- -	-	-	48,076 -	- -
Member of the Appointments and Sustainability Committee Member of the Board of Directors	01/01/2019 01/01/2019	31/12/2019 approv. AR at 31/12/19 31/12/2019 approv. AR at 31/12/19	40,000 15,000	3,600 3,000			43,600 18,000					43,600 18,000
(I) Total compensation in the company preparing the financial statements			55,000	6,600	-	-	61,600	-	- -	-	-	61,600	- -
(II) Compensation from subsidiaries and associates			55,000	6,600	-	-	61,600 -	-	- -	-	-	61,600 -	- -
Chairman of the Appointmements and Sustainability Committee Member of the Board of Directors	01/01/2019 01/01/2019	31/12/2019 approv. AR at 31/12/19 31/12/2019 approv. AR at 31/12/19	40,000 20,000	4,500 3,000			44,500 23,000					44,500 23,000
(I) Total compensation in the company preparing the financial statements Member of the Remuneration Committee	01/01/2019	31/12/2019 approv. AR at 31/12/19	15,000 75,000	3,900 11,400	-	-	18,900 86,400	-	- -	-	-	18,900 86,400	- -
(II) Compensation from subsidiaries and associates							-					-
Member of the Board of Directors	01/01/2019	31/12/2019 approv. AR at 31/12/19	75,000 40,000	11,400 4,500	-	-	86,400 44,500	-	- -	-	-	86,400 44,500	- -
(I) Total compensation in the company preparing the financial statements Member of the Risk and Related Parties Committee	01/01/2019	31/12/2019 approv. AR at 31/12/19	15,000 55,000	5,100 9,600	-	-	20,100 64,600	-	- -	-	-	20,100 64,600	- -
(II) Compensation from subsidiaries and associates							-					-
* Employee of the Unicredit Group, whose compensation has been defined in compliance with the in force policy "Policy in materia di struttura, composizione e remunerazione degli Organi Sociali delle Società di Gruppo" until May 10th 2019.			55,000	9,600	-	-	64,600	-	- -	-	-	64,600	- -
** 10% of the amount has been paid by UniCredit S.p.A. until Maggio 2019.
			454,247	67,200 -	200,000 15,648	850,000 -	1,587,094 -	- -	- - 255,000 -	6,001 -	- -	991,540 1,848,095 -	- - -
TOTAL BOARD OF DIRECTORS (I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates			-		-	850,000	1,587,094			6,001	-	991,540 1,848,095	-

2020 Compensation Policy - Annex I

1. Compensation Tables

2. Compensation Tables

(8)		Severance indemnity for end of office or termination of employment	-	-	-	- -	-	- -	-	- - -	-	-
(7)		compensation * Fair Value of equity	-	-	-	- -	-	- -	-	- - -	-	1,448,595 -
(6)		Total	72,345 72,345 -	72,345 - -	58,195 58,195 - -	58,195 63,419 63,419 - -	63,419 - -	- - - - - -	- - - -	193,959 - - - - -	193,959 -	2,083,115 - -
(5) (4)		remunaration Other Non-monetary benefits	6,030 6,030	6,030	6,030 6,030	6,030 6,030 6,030	6,030	- -	- -	18,089 - - ****	18,089 ****	67,789 -
(3)	Variable non-equity compensation	Profit sharing Bonuses and other incentives	- -	- -	- -	- - - -	- -	- - - -	- -	- - - - - -	- -	- 551,349 -
(2)		Compensation for membership committee	-	-	-	- -	-	- -	-	- - -	-	-
		Total	66,316 66,316 -	66,316 - -	52,165 52,165 - -	52,165 57,389 57,389 - -	57,389 - -	- - - - - -	- - - -	175,870 - - - - -	175,870 -	1,463,976 - 1,463,976 -
		Fixed salary Compensation for specific offices ex sec. 23889 Italian Civil Code	-	-	-	- -	-	- -	-	- - -	-	-
(1)	Fixed compensation	reinbursements Lump sum expense ***	4,316 4,316	4,316	465 465	465 5,689 5,689	5,689	- -	- -	10,470 - -	10,470	-
TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibility		Attendance tokens Emoluments resolved by the Shareholdes' Meeting	12,000 12,000 50,000 50,000	12,000 50,000	11,700 11,700 40,000 40,000	11,700 11,700 11,700 40,000 40,000 40,000	11,700 40,000	- - - - -	- - - -	35,400 - - 130,000 - -	35,400 130,000	- -
(D)		Office expiration date	approv. AR at 31/12/19		31/12/2019 approv. AR at 31/12/19	31/12/2019 approv. AR at 31/12/19		31/12/2019 approv. AR at 31/12/19	31/12/2019 approv. AR at 31/12/19
(C)		Period in which office was held	31/12/2019 01/01/2019		01/01/2019	01/01/2019		01/01/2019	01/01/2019
(B)		Office	(I) Total compensation in the company preparing the financial statements Chairman of the Board of Statutory Auditors	(II) Compensation from subsidiaries and associates (III) Total	(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates Standing Auditor	(I) Total compensation in the company preparing the financial statements Standing Auditor (III) Total	(II) Compensation from subsidiaries and associates (III) Total	(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates Alternate Auditor	(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates Alternate Auditor (III) Total	(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates (III) Total	**** The amount refers to the fringe benefit of the insurance policy Directors & Officers (D&O). (III) Total	(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates
Amounts in euro(A)		Name and surname	Elena Spagnol		Barbara Aloisi	Marziano Viozzi		Federica Bonato	Gianfranco Consorti	TOTAL BOARD OF STATUTORY AUDITORS	*** For "out of pocket expenses" and mileage travelled	Other Executives with Strategic Responsibility
			O A R	D	O F	TA S	TU	TO R Y	A U	D ITO	R

1. Compensation Tables

previous years and not vested during the Financial instruments assigned during (3) year (2) (1) (B) (A)
	Financial instruments assigned during the year	Financial instruments vested during the year and assignable vested during the year and Financial instruments not assigned	Financial instruments relevant to the year
	(8) (7) (6) (5) (4)	(11) (10) (9)	(12)
Vesting period Number and type of instruments financial Plan Office Name and surname	Market price upon assignment Assignment date Vesting period assignment date Fair Value on Number and type of financial instruments	Value on maturity date Number and type of financial instruments Number and type of financial instruments	Fair Value
Chief Executive Officer/ General Manager Alessandro Foti
Fineco shares - 2014 Group Incentive System (I) Compensation in the Company preparing the Financial Statement		304,380 26,984
Fineco shares - 2014 2017 Multy year Plan Top Management - 3^ tranche		1,172,622 122,021
Fineco shares - 2015 Group Incentive System		137,639 12,202
Fineco shares - 2016 Group Incentive System		228,860 20,289
100% 31.12.2019 26,984 Fineco shares promised - 2014 Group incentive System			14,810
100% 31.12.2019 153,707 Fineco shares promised - 2014 2017 Multy year Plan Top Management			116,011
50% 31.12.2018 50% 31.12.2019 24,404 Fineco shares promised - 2015 Group incentive System			11,280
34% 31.12.2018 33% 31.12.2019 33% 31.12.2020 30,432 Fineco shares promised - 2016 Group Incentive System			16,748
34% 31.12.2019 33% 31.12.2020 33% 31.12.2021 26,313 Fineco shares promised - 2017 Group Incentive System		17,543	51,015
34% 31.12.2020 33% 31.12.2021 33% 31.12.2022 26,643 Fineco shares promised - 2018 Group Incentive System		17,763	31,046
Fineco shares promised - 2019 Fineco Incentive System	11.087 11/02/2020 35,72% 31.12.2019 21,43% 31.12.2021 21,43% 31.12.2022 21,43% 31.12.2023 475,965 42,930		256,011
40% 31.12.2020 60% 31.12.2023 258,096 Fineco shares promised - 2018- 20120 LTI Plan			494,619
- (II) Compensation from Subsidiaries and Associates	475,965	1,843,500 35,306

1. Compensation Tables

No longer payable (A) 31.12.2024 31.12.2024 Deferral period 31.12.2021 31.12.2021 (C) 50% 50% 50% 50% 204,000 425,160 Annual Bonus 204,000 Deferred (2) (B) 170,000 370,033 170,000 Payable / Paid (A) 2019 Group Incentive System 2018 Group Incentive System 2017 Group Incentive System 2016 Group Incentive System 2015 Group Incentive System 2019 Group Incentive System 2018 Group Incentive System Plan (1)	Previous years Bonuses 85,000 181,316 85,000 Payable / Paid (3) (B)
2017 Group Incentive System
2016 Group Incentive System
2015 Group Incentive System

Consob Issuers Regulation n. 11971 -Annex 3A/Schedule 7-ter

TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers

Held at the end of 30,000 333,926 100 - - - - - - - - - - - - 2019 87,348 Held at the end of 2019 Sold 30,000 181,496 Acquired Sold Number of shares 100 239,778 Held at the end of - - - - - - - - - - - - - Acquired 2018 TABLE 2: Investments of Other Executives with Strategic Responsibility Held at the end Type of shares of 2018 Ord. Ord. Ord. Ord. Type of shares Investee Company FinecoBank FinecoBank FinecoBank FinecoBank Ord. Chief Executive Officer / General Manager Chairman of the Board Statutory Auditors Investee Company FinecoBank Office indirect ownership (spouse) Standing Auditor Standing Auditor Alternate Auditor Alternate Auditor Vice Chairman Chairman Director Director Director Director Director Director BOARD OF STATUTORY AUDITORS Number of Executives with Strategic responsibilities Name and surname BOARD OF DIRECTORS Enrico Cotta Ramusino Gianmarco Montanari Maria Chiara Malaguti Maurizio Santacroce Gianfranco Consorti Manuela D'Onofrio 4 Federica Bonato Francesco Saita Marziano Viozzi Alessandro Foti Patrizia Albano Elena Spagnol Barbara Aloisi Elena Biffi				Number of shares
		275,049	258,349	133,575	399,823

2020 Compensation Policy - Annex I

1. Compensation Tables

2020 Compensation Policy - Annex I 7. Compensation Tables

FinecoBank Group · 2020 Compensation Policy – Annex I 9