FinecoBank

Remuneration Information • Mar 8, 2019

ANNEX 1 TO 2019 FINECOBANK COMPENSATION POLICY

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

FINECO. SIMPLIFYING BANKING.

FinecoBank S.p.A. – Member of Unicredit

7. 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 presents in the following pages the information that the Company is required to provide as per Section 84-quater of Consob's Issuers Regulation nr. 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.

Here below a brief information on the contents of the various tables is reported:

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

Provides, at an individual level and on an accrual basis, the details of 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 responsibilities (included an Executive with strategic responsibilities whose the employment relationship termination occurred during the year) the information is provided on an aggregate basis.

The overall compensation paid by FinecoBank to the Board of Directors for 2018 amounts to Euro 1.864.064.

The overall compensation paid by FinecoBank to the Board of Statutory Auditors for 2018 amounts to Euro 185.823.

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 - in consideration of the provision of the incentives based on financial instruments. More details on such plans are provided at the following 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 responsibilities

Nor the non-executive members of the Board of Directors, nor the members of the Board of Statutory Auditors benefit from any incentive plan, be it based on financial instruments or cash.

Only the Chief Executive Officer and General Manager and the Executives with strategic responsibilities benefit from Stock Option/Performance Stock Options plans launched by UniCredit Group in the previous years.

At current prices, all stock options, for which it could be possible to exercise the right ("vested"), are largely underwater.

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

The table reports - additionally to the shares granted within medium and/or long term incentive and retention equity plans - also the number of shares promised and/or granted in connection with the deferral of the annual incentive systems.

TABLE 3B: Monetary Incentive Plans in Favour of Members of the Administrative Body, General Managers and other Executives with strategic responsibilities

Provides the details of all the cash incentives accrued during the year in favour of the Chief Executive Officer and General Manager and of the other Executives with strategic responsibilities. Neither the non-executive members of the Board of Directors, nor the Statutory Auditors receive any 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 responsibilities

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 responsibilities.

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50.000 15.000 65.000 65.000 40.000 20.000 15.000 75.000 75.000 40.000 40.000 40.000 40.000 15.000 20.000 75.000 75.000 40.000 40.000 40.000 40.000 15.000 55.000 55.000 40.000 20.000 15.000 75.000 75.000 40.000 15.000 55.000 55.000 resolved by the Emoluments Shareholdes' - - Meeting 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 31/12/2018 approv. AR at 31/12/19 Office expiry (D) Period of which office was held (C) 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 01/01/2018 (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements Chairman of the Appointmements and Sustainability Committee Member of the Appointments and Sustainability Committee Member of the Appointments and Sustainability Committee (II) Compensation from subsidiaries and associates (II) Compensation from subsidiaries and associates (II) Compensation from subsidiaries and associates (II) Compensation from subsidiaries and associates (II) Compensation from subsidiaries and associates (II) Compensation from subsidiaries and associates (II) Compensation from subsidiaries and associates (II) Compensation from subsidiaries and associates (II) Compensation from subsidiaries and associates Chairman of Risk and Related Parties Committee Member of Risk and Related Parties Committee Member of Risk and Related Parties Committee Chief Executive Officer/ General Manager* Chairman of the Remuneration Committee Member of the Remuneration Committee Member of the Remuneration Committee Vice Chairman of the Board of Directors Office (B) Chairman of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total Name and surname Enrico Cotta Ramusino Maria Chiara Malaguti Gianmarco Montanari Manuela D'Onofrio Maurizio Santacroce Amounts in Euro Patrizia Albano Francesco Saita Alessandro Foti (A) Elena Biffi	Attendance 4.200 3.300 7.500 7.500 3.900 3.900 2.100 9.900 9.900 3.600 3.600 3.600 3.900 3.900 2.700 10.500 10.500 3.600 3.600 3.600 3.900 2.100 6.000 6.000 3.900 2.100 3.000 9.000 9.000 3.900 3.900 7.800 7.800 - - tokens	18.300 93.900 23.900 17.100 134.900 134.900 850.000 850.000 850.000 43.600 43.600 43.600 18.900 22.700 17.100 43.900 22.100 18.000 84.000 84.000 43.900 18.900 62.800 62.800 210.077 228.377 228.377 49.097 90.697 90.697 47.361 47.361 47.361 43.941 61.041 61.041 - - - - - - - - - Total 850.000 850.000 850.000 Employment fixed salary - - - - - - - - - - - - - - - - Compensation for specific offices ex sec. 23889 Italian 150.000 150.000 150.000 50.000 50.000 50.000 - - - - - - - - - - - - - - Civil Code Fixed compensation (1) reinbursements 5.877 5.877 5.877 5.197 5.197 5.197 3.761 3.761 3.761 41 41 41 Lump sum - - - - - - - - - - expense ***	TABLE1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities Compensation for committee partecipation - - - - - - - - - - - - - - - - - - (2)	sharing Profit Variable non-equity - - - - - - - - - - - - - - - - - - compensation Bonuses and 255.000 255.000 (3) 255.000 incentives - - - - - - - - - - - - - - - - other	6.288 6.288 6.288 monetary benefits - - - - - - - - - - - - - - - - Non- (4)	remunaration - - - - - - - - - - - - - - - - - - Other (5)	210.077 18.300 228.377 228.377 93.900 23.900 17.100 134.900 134.900 1.111.288 1.111.288 1.111.288 43.600 43.600 43.600 49.097 18.900 22.700 90.697 90.697 47.361 47.361 47.361 43.941 17.100 61.041 61.041 43.900 22.100 18.000 84.000 84.000 43.900 18.900 62.800 62.800 - - - - - - - - - Total (6)	1.192.232 1.192.232 1.192.232 Fair Value of compensation - - - - - - - - - - - - - - - - equity (7) Included member employee of Unicredit Group. The fix amount of member employee of Unicredit Group 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". *10% of the amount has been paid by UniCredit S.p.A.

480.000 57.900 14.876 200.000 850.000 1.602.776 - 255.000 - 6.288 - 1.864.064 1.192.232 -

Amounts in Euro			TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities
(A)	(B)	(C)	(D)				(1)			(2)	(3)		(4)	(5)	(6)	(7)	(8)
							Fixed compensation				Variable non-equity						Severance
Name and surname	Office	Period of which office was held	Office expiry	resolved by the Shareholdes' Emoluments Meeting	Attendance tokens	reinbursements Lump sum expense ***	Compensation for specific offices ex sec. 23889 Italian Civil Code	Employment fixed salary	Total	Compensation for committee partecipation	compensation Bonuses and incentives other	sharing Profit	monetary benefits Non-	remunaration Other	Total	Fair Value of compensation equity	indemnity for end of termination of employment office or **
Elena Spagnol	Chairman of the Board of Statutory Auditors		31/12/2018 approv. AR at 31/12/19	50.000	9.900	3.151			63.051				6.077		69.128
	(I) Total compensation in the company preparing the financial statements	01/01/2018		50.000	9.900	3.151	-	-	63.051 -	-	-	-	6.077	-	69.128 -	-	-
	(II) Compensation from subsidiaries and associates (III) Total			50.000	9.900	3.151	-	-	63.051	-	-	-	6.077	-	69.128	-	-
Barbara Aloisi	Standing Auditor		31/12/2018 approv. AR at 31/12/19	40.000	10.200	397			50.597				6.077		56.674
	(I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates	01/01/2018		40.000	10.200	397	-	-	50.597 -	-	-	-	6.077	-	56.674 -	-	-
	(III) Total			40.000	10.200	397	-	-	50.597	-	-	-	6.077	-	56.674	-	-
Marziano Viozzi	Standing Auditor	01/01/2018	31/12/2018 approv. AR at 31/12/19	40.000	9.300	4.645			53.945				6.077		60.021
	(I) Total compensation in the company preparing the financial statements			40.000	9.300	4.645	-	-	53.945	-	-	-	6.077	-	60.021	-	-
	(II) Compensation from subsidiaries and associates (III) Total			40.000	9.300	4.645	-	-	53.945 -	-	-	-	6.077	-	60.021 -	-	-
									-						-
Federica Bonato	(I) Total compensation in the company preparing the financial statements Alternate Auditor	01/01/2018	31/12/2018 approv. AR at 31/12/19	-	-	-	-	-	-				-		-
	(II) Compensation from subsidiaries and associates (III) Total			-	-	-	-	-	- -				-		-
Gianfranco Consorti	Alternate Auditor		31/12/2018 approv. AR at 31/12/19						-
	(I) Total compensation in the company preparing the financial statements	11/04/2018		-	-	-	-	-	- -	-	-	-	-	-	- -	-	-
	(II) Compensation from subsidiaries and associates (III) Total			-	-	-	-	-	-	-	-	-	-	-	-	-	-
TOTAL BOARD OF	(I) Total compensation in the company preparing the financial statements			130.000 -	29.400 -	8.193 -	- -	- -	167.593 -	- -	- -	- -	18.231 -	**** - -	185.823 -	- -	- -
STATUTORY AUDITORS	(II) Compensation from subsidiaries and associates (III) Total			130.000	29.400	8.193	-	-	167.593	-	-	-	18.231	**** -	185.823	-	-
	* The amount is referred to the fringe benefit of the insurance policy Directors & Officers (D&O). To be considered as expense reimbursements "a piè di lista" and reimbursement per Km
	(I) Total compensation in the company preparing the financial statements							1.622.207	1.622.207		511.430		64.885		2.198.522	1.788.514	1.623.194
Strategic Responsibilities Other Executives with (total no. 5)*	(II) Compensation from subsidiaries and associates (III) Total								-						-
				-	-	-	-	1.622.207	1.622.207	-	511.430	-	64.885	-	2.198.522	1.788.514	1.623.194
	* Included an Executive with strategic responsibilities whose the employment relationship termination occurred during the year

TATUTORAU TO

***** Included an Executive with strategic responsibilities whose the employment relationship termination occurred during the year

****** The indemnities related to the termination of the employment have been defined and paid in compliance with the applicable Severance Policy. The notice and 20% of the severance have been paid immediately after the termination (€ 989.916,40), the remaining 80% of the severance ( € 633.277,60) is deferred in cash and shares, subject to malus e clawback, over a further 5 years period .

1. Compensation Tables

Amounts in euro					TABLE 2: Stock Option assigned to the Members of the Administrative Body, to General Managers and other Executives with Strategic Responsabilities
					Opzions held at the beginning of the year				Opzions assigned during the year					Options exercised during the year
(A)	(B)	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)	(13)	(14)	(15)	(16)
Name and surname	Office	Plan	Number of Options*	Exercise Price**	Exercise (from to) Period of Possible	Number Options of	Exercise Price	Period of (from to) Possible Exercise	Fair Value at Assignment Date	Assignment Date	Underlying Shares upon Assignment Market Price of of Options	Number Options of	Exercise Price	Market Price of Exercise Date Underlying Shares on	during the (Number)* Options Lapsed year	Options held at the end of (Number)* the year	relevant to this year (Fair Options Value)
Alessandro Foti	Chief Executive Officer/ General Manager
Statement	(I) Compensation in the Company preparing the Financial	LTI Unicredit - Plan 2008 Stock Options	7.738	117,019	09/07/2012 09/07/2018										7.738
	(II) Compensation from Subsidiaries and Associates	-
(III) Total			7.738												7.738
Other Executives with Strategic Responsibilities
	n. 2 Executives***	LTI Unicredit - Plan 2005 Stock Options	1.626	134,691	26/11/2009 31/12/2018											1.626
(I) Compensation in the Company preparing the Financial Statement	n. 2 Executives***	LTI Unicredit - Plan 2006 Stock Options	1.229	166,399	28/06/2010 31/12/2019											1.229
	n. 5 Executives***	LTI Unicredit - Plan 2008 Stock Options	6.961	117,019	09/07/2012 09/07/2018										6.961
	(II) Compensation from Subsidiaries and Associates	-
(III) Total			9.816												6.961	2.855
	* The data is referred to the number of Financial instruments underlying the options assigned and have been adjusted because of the capital operation resolved by UniCredit General Meeting on 29, April 2009 (script dividend), on 15, November 2009, on 16, December 2011 and on 12, January 2017.

** The exercise price has been modified after Capital increase resolved on March, 13th 2017

*** Included an Executive with strategic responsibilities whose the employment relationship termination occurred during the year

7. Compensation Tables

Amounts in euro		TABLE 3A: Incentive Plans based on financial instruments other than stock options, in favour of Members of the Administrative Body, General Managers and other Executives with Strategic Responsibilities
				during previous years and not vested Financial instruments assigned during the year			Financial instruments assigned during the year			vested during the year Financial instruments and not assigned	Financial instruments vested during the year and assignable		Financial instruments relevant to the year
(A)	(B)	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)
Name and surname	Office	Plan	Number and type of financial instruments	Vesting period	Number and type of financial instruments	assignment date Fair Value on	Vesting period	Assignment date	Market price assignment upon	Number and type of financial instruments	Number and type of instruments financial	maturity date Value on	Fair Value
Alessandro Foti	Chief Executive Officer/ General Manager
Statement	(I) Compensation in the Company preparing the Financial	Unicredit shares - 2013 Group Incentive System*									2.401	40.663
		Fineco shares - 2014 Group Incentive System									35.978	361.687
		Fineco shares - 2015 Group Incentive System									24.404	245.333
		Fineco shares - 2014 2017 Multy year Plan Top Management - 2^ tranche									179.894	1.746.771
		Fineco shares promised -2014 Group incentive System	53.968	50% 31.12.2019 50% 31.12.2018									38.440
		Fineco shares promised -2014 2017 Multy year Plan Top Management	275.728	44% 31.12.2018 56% 31.12.2019									314.222
		Fineco shares promised -2015 Group incentive System	36.606	34% 31.12.2017 33% 31.12.2018 33% 31.12.2019									32.081
		Fineco share promised - 2016 Group Incentive System	30.432	34% 31.12.2018 33% 31.12.2019 33% 31.12.2020						20.289			38.058
		Fineco share promised - 2017 Group Incentive System	26.313	34% 31.12.2019 33% 31.12.2020 33% 31.12.2021						17.543			38.228
		Fineco share promised - 2018 Group Incentive System			44.406	424.965	40% 31.12.2018 20% 31.12.2020 20% 31.12.2021 20% 31.12.2022	05/02/2019	9,57				236.583
		Fineco share promised - 2018- 20120 LTI Plan			258.096	2.549.988	40% 31.12.2020 60% 31.12.2023	08/05/2018	9,88				494.619
	(II) Compensation from Subsidiaries and Associates	-
(III) Total						2.974.954				37.832		2.394.454	1.192.232

* The shares amounts are expressed with convertion rate and after Capital increase resolved on March, 13th 2017

Annex 1 - 2019 FinecoBank Compensation Policy

1. Compensation Tables

7. Compensation Tables

Amounts in euro		TABLE 3A: Incentive Plans based on financial instruments other than stock options, in favour of Members of the Administrative Body, General Managers and other Executives with Strategic Responsibilities
			during previous years and not vested Financial instruments assigned during the year			Financial instruments assigned during the year				vested during the year Financial instruments and not assigned	Financial instruments vested during the year and assignable		Financial instruments relevant to the year
(A)	(B)	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)
Name and surname	Office	Plan	Number and type of financial instruments	Vesting period	Number and type of financial instruments	assignment date Fair Value on	Vesting period	Assignment date	Market price assignment upon	Number and type of financial instruments	Number and type of instruments financial	maturity date Value on	Fair Value
	Other Executives with Strategic Responsibilities
(I) Compensation in the Company	n. 5 Executives**	Fineco shares - 2014 Group Incentive System									67.997	683.574
Financial Statement preparing the	n. 5 Executives**	Fineco shares - 2015 Group Incentive System									42.632	428.579
	n. 5 Executives**	Fineco shares -2014 2017 Multy year Plan Top Management 2^ tranche									314.599	3.054.756
	n. 5 Executives**	Fineco shares promised -2014 Group incnetive System	87.448	50% 31.12.2018 50% 31.12.2019									62.288
	n. 5 Executives**	Fineco shares promised -2014 2017 Multy year Plan Top Management	482.675	44% 31.12.2018 56% 31.12.2019									550.060
	n. 5 Executives**	Fineco share promised - 2015 Group Incentive System	63.945	33% 31.12.2018 34% 31.12.2017 33% 31.12.2019									56.040
	n. 5 Executives**	Fineco share promised - 2016 Group Incentive System	53.268	34% 31.12.2018 33% 31.12.2020 33% 31.12.2019						35.515			66.616
	n. 5 Executives**	Fineco share promised - 2017 Group Incentive System	46.059	33% 31.12.2020 34% 31.12.2019 33% 31.12.2021						30.708			66.916
	n. 4 Executives	Fineco share promised - 2018 Group Incentive System			94.722	906.490	40% 31.12.2018 20% 31.12.2020 20% 31.12.2021 20% 31.12.2022	05/02/2019	9,57				511.623
	n. 4 Executives	Fineco share promised - 2018- 20120 LTI Plan			220.981	2.183.292	40% 31.12.2020 20% 31.12.2021 20% 31.12.2022	08/05/2018	9,88				474.971
	(II) Compensation from Subsidiaries and Associates	-					20% 31.12.2023
(III) Total						3.089.782				66.223		4.166.910	1.788.514

** Included an Executive with strategic responsibilities whose the employment relationship termination occurred during the year

* Included an Executive with strategic responsibilities whose the employment relationship termination occurred during the year

7. Compensation Tables

Annex 1 - 2019 FinecoBank Compensation Policy

Consob Issuers Regulation nr. 11971 -	Annex 3A / Schedule 7-ter
	TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers
					Number of shares
Name and surname	Office	Investee Company	Type of shares	Held at the end of 2017	Acquired*	Sold	Held at the end of 2018
BOARD OF DIRECTORS
Enrico Cotta Ramusino	Chairman	FinecoBank	Ord.	65.000		65.000	-
Francesco Saita	Vice Chairman			-			-
Alessandro Foti	Chief Executive Officer / General Manager	FinecoBank	Ord.	123.330	240.276	123.828	239.778
Patrizia Albano	Director			-			-
Elena Biffi	Director			-			-
Manuela D'Onofrio	Director			-			-

Gianmarco Montanari	Director			-		-
	indirect ownership (spouse)	FinecoBank	Ord.	100		100
Maurizio Santacroce	Director			-		-
BOARD OF STATUTORY AUDITORS
Elena Spagnol	Chairman of the Board Statutory Auditors	FinecoBank	Ord.	-		-
Barbara Aloisi	Standing Auditor			-		-
Marziano Viozzi	Standing Auditor			-		-

Federica Bonato Alternate Auditor - - Gianfranco Consorti Alternate Auditor - -

Maria Chiara Malaguti Director - -

	TABLE 2: Investments of Other Executives with Strategic Responsibilities
Number of Executives with					Number of shares
Strategic responsibilities	Investee Company	Type of shares	Held at the end of 2017	Acquired*	Sold	Held at the end of 2018
4	FinecoBank	Ord.	142.985	341.672	209.608	275.049

*including shares related to the assignments of Incentive Systems Plans