FinecoBank

Remuneration Information • Mar 10, 2017

ANNEX 1 TO 2017 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)

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.

In particular:

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 the information is provided on an aggregate basis. The overall compensation paid by FinecoBank to the Board of Directors for 2016 amounts to Euro 1.908.076

The overall compensation paid by FinecoBank to the Board of Statutory Auditors for 2016 amounts to Euro 166.909.

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.

end of office or termination of indemnity for employment Severance - - - - - - - - - - - - - - - - - - - Fair Value of compensation 1.144.844 1.144.844 1.144.844 1.144.844 - - - - - - - - - - - - - - - - equity 206.262 206.262 206.262 93.300 23.900 117.200 117.200 1.300.932 1.300.932 1.300.932 45.018 5.915 19.023 69.955 69.955 43.300 18.600 61.900 61.900 44.893 20.522 19.211 84.626 84.626 43.300 23.900 67.200 67.200 1.908.076 - - - - - - - - - - - - - - - - - - - Total remunara 49.466 49.466 49.466 49.466 Other - - - - - - - - tion Non-monetary 2.962 2.962 2.962 6.229 6.229 6.229 9.191 - - - - - - benefits Profit sharing Employees of UniCredit Group in compliance with what has been defined at Gropu level in the "Policy in materia di struttura, composizione e remunerazione degli Organi Sociali delle Società di Gruppo", the Board of Directors' members who are employees of UniCredit Grouo renounce to the total amount of their appointment asBoard members. Profit sharing Variable non-equity - - - - - - - - - - - compensation Bonuses and 395.238 395.238 395.238 395.238 incentives - - - - - - - - other Compensation for committee partecipation - - - - - - - - - - - 203.300 203.300 203.300 93.300 23.900 117.200 117.200 850.000 850.000 850.000 45.018 5.915 19.023 69.955 69.955 43.300 18.600 61.900 61.900 44.893 20.522 19.211 84.626 84.626 43.300 23.900 67.200 67.200 1.454.181 - - - - - - - - - - - - - - - - - - Total With the Board of Directors resolution of February 08, 2016, has been elected as Chairman Corporate Governance 231/2001 an external member persuant of the new Unicredit guidelines related to the update "modello di organizzazione, gestione e controllo ex D. Lgs. 231/2001". Employment 850.000 850.000 850.000 850.000 fixed salary - - - - - - - - - - - - - - - - n for specific Compensatio Italian Civil 150.000 150.000 150.000 50.000 50.000 50.000 200.000 sec. 23889 offices ex - - - - - - - - - - - - - - Code Fixed compensation reinbursements 1.718 123 1.841 1.841 1.893 1.622 611 4.126 4.126 5.966 - - - - - - - - - - - - - - - Lump sum expense 3.300 3.300 3.300 3.300 3.900 7.200 7.200 3.300 300 3.900 7.500 7.500 3.300 3.600 6.900 6.900 3.000 3.900 3.600 10.500 10.500 3.300 3.900 7.200 7.200 42.600 Attendance - - - - - - tokens 50.000 50.000 50.000 40.000 20.000 60.000 60.000 40.000 5.615 15.000 60.615 60.615 40.000 15.000 55.000 55.000 40.000 15.000 15.000 70.000 70.000 40.000 20.000 60.000 60.000 355.615 resolved by the Shareholdes' Emoluments - - - - - - Meeting 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 31/12/2016 approv. AR at 31/12/16 Office expiry Period of which office was held 11/04/2016 28/10/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 01/01/2016 08/11/2016 01/01/2016 (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 (I) Total compensation in the company preparing the financial statements (I) Total compensation in the company preparing the financial statements Chairman of the Remuneration and Appointments Committee Member of the Remuneration and Appointments Committee Member of the Remuneration and Appointments Committee Chairman of the Audit and Related Parties Committee Member of the Audit and Related Parties Committee Member of the Audit and Related Parties 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 (II) Compensation from subsidiaries and associates Chief Executive Officer/ General Manager Vice Chairman of the Board of Directors Office Chairman Corporate Governance 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 Member of the Board of Directors 10% of the amount has been paid by UniCredit S.p.A. (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total (III) Total Pietro Angelo Guindani Name and surname Enrico Cotta Ramusino TOTAL BOARD OF Laura Stefania Penna Manuela D'Onofrio Mariangela Grosoli Gianluigi Bertolli Alessandro Foti Francesco Saita Marina Natale Girolamo Ielo	Amounts in Euro(A)	(B)	(C)	TABLE1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsabilities (D)		(1)		(2)	(3)	(4)	(5)	(6)	(7)	(8)

7. Compensation Tables (Continued)

Section III - Annual compensation Report

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

• • • • • • • • • • • • • 355.615 42.600 5.966 200.000 850.000 1.454.181 - 395.238 - 9.191 49.466 1.908.076 1.144.844 -

DIRECTORS

(III) Total

	Amounts in Euro			TABLE1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsabilities
	(A)	(B)	(C)	(D)			(1)				(2)	(3)		(4)	(5)	(6)	(7)	(8)
							Fixed compensation					Variable non-equity compensation
	Name and surname		Period of which office was held	Office expiry	resolved by the Emoluments Shareholdes' Meeting	Attendance tokens	reinbursements Lump sum expense ****	n for specific Compensatio Italian Civil sec. 23889 offices ex Code	Employment fixed salary	Total	Compensation for committee partecipation	Bonuses and incentives other	Profit sharing	Non-monetary benefits	remunara Other tion	Total	Fair Value of compensation equity	end of office or termination of indemnity for employment Severance
	Gian-Carlo Noris Gaccioli	Chairman of the Board of Statutory Auditors	01/01/2016	31/12/2016 approv.bil al 31/12/16	50.000	3.300	4.368			57.668				5.850		63.518
		(I) Total compensation in the company preparing the financial statements			50.000	3.300	4.368	-	-	57.668				5.850		63.518		-
		(II) Compensation from subsidiaries and associates								-						-
C		(III) Total			50.000	3.300	4.368	-	-	57.668				5.850		63.518		-
O	Barbara Aloisi	Standing Auditor	01/01/2016	31/12/2016 approv.bil al 31/12/16	40.000	3.300	427			43.727				5.850		49.577
L		(I) Total compensation in the company preparing the financial statements			40.000	3.300	427	-	-	43.727				5.850		49.577		-
L E		(II) Compensation from subsidiaries and associates								-						-
G		(III) Total			40.000	3.300	427	-	-	43.727				5.850		49.577		-
I	Mariano Viozzi	Standing Auditor	01/01/2016	31/12/2016 approv.bil al 31/12/16	40.000	3.000	4.963			47.963				5.850		53.813
O		(I) Total compensation in the company preparing the financial statements			40.000	3.000	4.963	-	-	47.963				5.850		53.813		-
		(II) Compensation from subsidiaries and associates								-						-
S		(III) Total			40.000	3.000	4.963	-	-	47.963				5.850		53.813		-
I	Federica Bonato	Alternate Auditor	01/01/2016	31/12/2016 approv.bil al 31/12/16						-						-
N		(I) Total compensation in the company preparing the financial statements			-	-	-	-	-	-				-		-		-
D		(II) Compensation from subsidiaries and associates								-						-
A		(III) Total			-	-	-	-	-	-				-		-		-
C	Marzio Duilio Rubagotti	Alternate Auditor	01/01/2016	31/12/2016 approv.bil al 31/12/16						-						-
A		(I) Total compensation in the company preparing the financial statements			-	-	-	-	-	-				-		-		-
L		(II) Compensation from subsidiaries and associates								-						-
E		(III) Total			-	-	-	-	-	-				-		-		-
	TOTAL BOARD OF	(I) Total compensation in the company preparing the financial statements			130.000	9.600	9.759	-	-	149.359				17.550		166.909		-
		(II) Compensation from subsidiaries and associates			-	-	-	-	-	-				-		-		-
	STATUTORY AUDITORS	(III) Total			130.000	9.600	9.759	-	-	149.359				17.550		166.909		-
		**** To be considered as expense reimbursements "a piè di lista" and reimbursement per Km
		*The amount is referred to the fringe benefit of the insurance policy Directors & Officers (D&O) that covers the entire year.
	Other Executives with	(I) Total compensation in the company preparing the financial statements							1.647.976	1.647.976		551.512		99.387	32.599	2.331.474	1.937.598
	Strategic Responsabilities	(II) Compensation from subsidiaries and associates								-

- - - 1.647.976 1.647.976 551.512 99.387 32.599 2.331.474 1.937.598 -

(total no. 5)

(III) Total

7. Compensation Tables (Continued)

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

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	of Options Number	Exercise Price	(from to) Period of Possible Exercise	Fair Value at Assignment Date	Assignment Date	Underlying Shares upon Assignment of Options Market Price of	of Options Number	Exercise Price	Market Price of Exercise Date Underlying Shares on	Options Lapsed during the year (Number)	Options held at the end of (Number) the year	Options relevant to this year (Fair Value)
Alessandro Foti	Chief Executive Officer/ General Manager
Statement	(I) Compensation in the Company preparing the Financial	2008 Stock Options LTI Unicredit - Plan	216.384	23,351	09/07/2012 09/07/2018											216.384
	(II) Compensation from Subsidiaries and Associates	-
(III) Total			216.384												-	216.384	-
Altri Dirigenti con responsabilità strategiche
(I) Compensation in the Company preparing the	n. 2 Executives	2004 Stock Options LTI Unicredit - Plan	24.000	22,420	03/09/2008 31/12/2017											24.000
Financial Statement	n. 2 Executives	2005 Stock Options LTI Unicredit - Plan	45.500	26,878	26/11/2009 31/12/2018											45.500
	n. 2 Executives	2006 Stock Options LTI Unicredit - Plan	34.400	33,205	28/06/2010 31/12/2019											34.400
	n. 2 Executives	2007 Stock Options LTI Unicredit - Plan	57.793	39,583	13/07/2011 15/07/2017											57.793
	n. 5 Executives	2008 Stock Options LTI Unicredit - Plan	194.748	23,351	09/07/2012 09/07/2018											194.748
	(II) Compensation from Subsidiaries and Associates	-
(III) Total			356.441													356.441

Financial instruments relevant 18.086 46.081 75.645 842.816 6.062 1.144.844 50.008 130.730 1.472.937 10.589 273.334 1.937.598 156.153 Maximun number of shares granted for the entier Plan. The Board of Directos of 08/02/2016 approved the number of shares related to 3^ instalment adjusted to respect the ratio between fixed and variable remuneration in line with current regulations, on the basis of the aritmetic mean of the official price of Fineco ordinary shares on to the year Fair Value (12) Value on maturity 199.600 106.334 272.430 79.105 278.705 166.095 Financial instruments vested during the date (11) year and assignable Number and type of financial instruments 60.724 24.066 50.531 32.350 (10) each trading day at the electronic stock market organised and managed by Borsa Italiana S.p.A. in the period from the day preceding the date of the resolution by the Board of Directors that evaluated entry conditions achievements to the same day in the previous month (€ 6,966): 24.404 24.404 42.632 42.632 vested during the year Financial instruments Number and type of financial instruments and not assigned (9) Market price assignment upon 5,53 5,53 (8) Assignment 07/02/2017 07/02/2017 date (7) Financial instruments assigned during the year Vesting period 40% 31.12.2016 20% 31.12.2018 20% 31.12.2019 20% 31.12.2020 40% 31.12.2016 20% 31.12.2018 20% 31.12.2019 20% 31.12.2020 (6) 280.487 280.487 490.970 490.970 assignment date Fair Value on (5) Number and type of financial instruments 50.721 88.783 For no. 1 Executives 2014 Group Incentive System guidelines foresee the following payments deferrals: 60% 31.12.2017 20% 31.12.2018 20% 31.12.2019 (4) previous years and not vested during the 30% 31.12.2019 Financial instruments assigned during 33% 31.12.2017 40% 31.12.2017 30% 31.12.2019 30% 31.12.2016 40% 31.12.2017 30% 31.12.2016 67% 31.12.2016 30% 31.12.2018 24% 31.12.2017 16% 31.12.2018 30% 31.12.2019 34% 31.12.2017 33% 31.12.2018 33% 31.12.2019 30% 31.12.2018 24% 31.12.2017 16% 31.12.2018 30% 31.12.2019 34% 31.12.2017 33% 31.12.2018 33% 31.12.2019 Vesting period 31.12.2016 31.12.2016 (3) year Number and type of 36.099 89.946 761.315 36.606 32.350 30.362 155.445 63.945 instruments 1.330.502* financial (2) Fineco shares promised -2014 2017 Fineco shares promised -2014 2017 Unicredit shares promiesd - 2012 Unicredit shares promiesd - 2013 Multy year Plan Top Management Unicredit shares promiesd - 2013 Multy year Plan Top Management Fineco shares promised - 2014 Fineco shares promised - 2014 Unicredit shares - 2012 Group Unicredit shares - 2013 Group Fineco shares promised -2015 Unicredit shares - 2012 Group Unicredit shares - 2013 Group Fineco shares promised -2015 Fineco share promised - 2016 Fineco share promised - 2016 Group Incentive System Group Incentive System Group Incentive System Group Incentive System Group Incentive System Group Incentive System Group Incentive System Group incnetive System Group incnetive System Plan (1) - - Incentive System Incentive System Incentive System Incentive System (I) Compensation in the Company preparing the Financial Chief Executive Officer/ General (II) Compensation from Subsidiaries and Associates (II) Compensation from Subsidiaries and Associates Other Executives with Strategic Responsabilities Office (B) n. 5 Executives n. 5 Executives n. 5 Executives n. 5 Executives n. 5 Executives n. 5 Executives n. 5 Executives Manager Name and surname (I) Compensation in Financial Statement Alessandro Foti preparing the the Company (A) Statement (III) Total (III) Total	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 Responsabilities

7. Compensation Tables (Continued)

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

Amounts in euro		TABLE 3B: Monetary Incentive Plans in favour of Members of the Administrative Body, General Managers and other Executives with Strategic Responsabilities
(A)	(B)	(1)		(2)			(3)		(4)
				Annual Bonus			Previous years Bonuses
			(A)	(B)	(C)	(A)	(B)	(C)
Name and surname	Office	Plan	Payable / Paid	Deferred	Deferral period	Non longer payable	Payable / Paid	Still deferred	Other Bonuses
Alessandro Foti	Chief Executive Officer/ General Manager
		2016 Group Incentive System	112.200		168.300 33% 31.12.2017 67% 31.12.2021
(I) Compensation in the Company preparing the		2015 Group Incentive System					85.000	170.000
Financial Statement		2014 Group Incentive System					127.500
		2013 Group Incentive System					70.538
	(II) Compensation from Subsidiaries and Associates
(III) Total			112.200	168.300			283.038	170.000
Other Executives with Strategic Responsabilities
(I) Compensation in the	n. 5 Executives	2016 Group Incentive System	196.412	294.618	33% 31.12.2017 67% 31.12.2021
Company preparing the Financial Statement	n. 5 Executives	2015 Group Incentive System					148.500	297.000
	n. 5 Executives	2014 Group Incentive System					206.600
	(II) Compensation from Subsidiaries and Associates
(III) Total			196.412	294.618			355.100	297.000

		Held at the end of 2016
		Sold
	Number of shares	Acquired
		Held at the end of 2016
		Type of shares
		Investee Company
TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers		Office
		Name and surname

BOARD OF DIRECTORS
Enrico Cotta Ramusino	Chairman	FinecoBank	Ord.	37.000	37.000
Francesco Saita	Vice Chairman
Alessandro Foti	Chief Executive Officer / General Manager
Gianluigi Bertolli	Director
Mariangela Grosoli	Director
Pietro Angelo Guindani	Director
Girolamo Ielo	Director
Manuela D'Onofrio	Director
Laura Stefania Penna	Director

BOARD OF STATUTORY AUDITORS
Gian-Carlo Noris Gaccioli	Chairman of the Board Statutory Auditors	FinecoBank	Ord.		-
Barbara Aloisi	Standing Auditor
Marziano Viozzi	Standing Auditor
Federica Bonato	Alternate Auditor
Marzio Duilio Rubagotti	Alternate Auditor

11.000			11.000	Ord.	FinecoBank	4
Held at the end of 2016	Sold	Acquired	Held at the end of 2016	Type of shares	Società Partecipata	Number of Executives with Strategic responsabilities
	Number of shares
					TABLE 2: Investments of Other Executives with Strategic Resonsabilities

FinecoBank S.p.A.

Piazza Durante 11, 20131 Milano Freephone 800 52 52 52 From e mobile phone or from abroad 02 2899 2899 helpdesk@finecobank.com FinecoBank S.p.A. – Part of the UniCredit Banking Group enrolled in the Register of Banking Groups at No. 02008.1 Registered Oce in Piazza Durante 11, Milan, 20131 Headquarters in Via Rivoluzione d'Ottobre 16, Reggio Emilia, 42123 approved Share capital €200,545,403.85 fully subscribed and paid-in €200,540,166.09 ABI Code 3015.5 – VAT No. 12962340159 – Tax ID No. and Milan Companies Register No. 01392970404 and the Interbank Fund for the Protection of Deposits. Fineco is a trademark licensed for use by FinecoBank S.p.A.