FinecoBank

Governance Information • Mar 19, 2020

This is an English translation of the original Italian document. The original version in Italian takes precedence

ANNEX "C1"

STATEMENT CONCERNING CANDIDACY AND ATTESTING THE INEXISTENCE OF CAUSES OF INELIGIBILITY, FORFEITURE AND INCOMPATIBILITY FOR THE CANDIDACY, AND THE EXISTENCE OF THE REQUIREMENTS PRESCRIBED BY APPLICABLE LAWS AND REGULATIONS

I, the undersigned ________________________________________ , born in _____________________, on ___________________________________________ , resident in ___________________ ______________, nationality_____________, fiscal code no._______________________________, in relation to the appointment of the Board of Statutory Auditors of FinecoBank S.p.A. on the agenda of the ordinary Shareholders' Meeting convened, in single call, on April 28, 2020, under my own responsibility:

DECLARE

– I irrevocably accept my candidacy as permanent Statutory Auditors / alternate Statutory Auditors of FinecoBank S.p.A. and I irrevocably accept my possible appointment as permanent Statutory Auditors / alternate Statutory Auditors;

– I am not a candidate in any other list submitted to the aforementioned Shareholders' Meeting.

In view of the provisions, inter alia, set forth in Article 2397 and 2399 of the Italian Civil Code, Article 26 of the Legislative Decree no. 385 dated September 1, 1993, Article 148 of the Legislative Decree no. 58 dated February 24, 1998 (the "Consolidated Law on Finance"), the Decree of the Ministry of Treasury, Budget and Economic Planning no. 161 dated March 18, 1998 and the Decree of the Ministry of Justice no. 162 dated March 30, 2000

CERTIFY THAT

there are no reasons for my ineligibility, forfeiture or incompatibility and that I meet the requirements provided for by current regulations and other provisions as well as by the Articles of Association, for the appointment as Statutory Auditor, and, in particular, the requirements of integrity and professionalism as well as the criteria of competence, correctness and dedication of time pursuant to Article 23, paragraph 2, of the Article of Association and the specific limits on the number of positions held as set out by legislation in force and, in any event, those provided by the European Directive no. 36 of June 26, 2013, for the performance of the position of statutory auditor of a bank issuing shares listed on regulated markets.

With reference to Article 23, paragraph 2, of the FinecoBank's Articles of Association, in particular

DECLARE

• I am registered with the Roll of independent auditors for a period at least three years and have practiced the statutory auditing of accounts, for a period of not less than three years;
• I meet the requirements provided for by law and regulation and by Article 23, paragraph 2, of the Bylaws, taking into account also the Decree of the Ministry of Justice no. 162 dated March 30, 2000, and, more specifically, I have acquired a proven experience of at least three years in:
• (i) performing administration or control activities or managerial duties in joint-stock companies with a share capital of at least two million euros; or
• (ii) performing professional activities as a business accountant or lawyer, mainly in the banking, insurance and finance sector; or
• (iii) performing university teaching on subjects relating to in the legal field banking, commercial, tax and financial markets law and – in the business / finance field – banking operations, business economics, accountancy, economics of the securities market, economics of financial and international markets, corporate finance; or

(iv) performing managerial duties in public entities or public administrations, in the credit, financial and insurance sector or in the provision of investment services or in collective asset management, as both defined by the Consolidated Law on Finance.

Pursuant to Article 8 of the Corporate Governance Code approved by the Corporate Governance Committee (the "Corporate Governance Code for Listed Companies") and Article 23.2 of the Articles of Association,

DECLARE

I meet the independence requirements envisaged by Article 3 of the Corporate Governance Code for Listed Companies as well as the additional independence requirements prescribed by current legislation.

I, the undersigned, also:

• UNDERTAKE to promptly inform FinecoBank S.p.A. of any changes in the above circumstances and, on request by the Company, to produce any documentation suitable to confirm the truthfulness of the facts declared;
• having taken notice of the advice given according to Regulation (EU) 2016/679 attached, AUTHORIZE the publication of the aforesaid information and of that concerning the personal and professional characteristics mentioned in my curriculum vitae and in the list of the offices held in other companies herewith attached.

Date _____________ Signature_________________________________

Annexes:

• Curriculum vitae (Italian and English version)
• List of offices held in other companies (Italian and English version)