ANNEX II

REMUNERATION POLICY AND REPORT FINECOBANK GROUP

COMPENSATION SYSTEMS BASED ON FINANCIAL INSTRUMENTS FOR FINECOBANK STAFF

1.	INTRODUCTION	5
2.	2025 Incentive System	6
2.1	Beneficiaries of the Plan	6
2.2	The reason for the adoption of the Plan	7
2.3	Plan approval process and timeframe for the assignment of the financial instruments	9
2.4	The characteristics of the financial instruments assigned	12
3.	2025 INCENTIVE SYSTEM FOR FINANCIAL ADVISORS BELONGING TO IDENTIFIED STAFF	16
3.1	Beneficiaries of the Plan	16
3.2	The reason for the adoption of the Plan	17
3.3	Plan approval process and timeframe for the assignment of the financial instruments	19
3.4	The characteristics of the financial instruments assigned	21

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 29th, 2025 which is called to resolve, inter alia, upon the approval for 2025 of the following new incentives plans:

• "2025 Incentive System" aiming at rewarding Identified Staff employees, payable in cash and/or free Fineco ordinary shares over a multi-year period, according to the procedures described below and subject to the achievement of specific performance objectives;
• "2025 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 "Fineco-Bank Compensation Systems" already approved by the Shareholders' Meetings of April 24 2024, April 27 2023, April 28 2022, April 28 2021, April 28, 2020, April 10, 2019, and defined in order to assign free shares to selected resources, according to the procedures described below and subject to the achievement of specific performance objectives:

• 2024 Incentive System for Identified Staff Financial Advisors
• 2024 Incentive System
• 2023 Incentive System for Identified Staff Financial Advisors
• 2023 Incentive System
• 2021-2023 Long Term Incentive Plan for Employees.
• 2022 Incentive System for Identified Staff Financial Advisors
• 2022 Incentive System
• 2021 Incentive System for Identified Staff Financial Advisors
• 2021 Incentive System
• 2020 Incentive System for Identified Staff Financial Advisors
• 2020 Incentive System
• 2019 Incentive System
• 2018 2020 LTI plan for Identified Staff Financial Advisors
• 2018 2020 LTI plan for Finecobank employees

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. 2025 INCENTIVE SYSTEM

In compliance with the Bank of Italy provisions set forth in no. Circular 285, December 17th, 2013 (Section "Regulations on remuneration and incentive policies and practices of Banks and Banking groups") 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 "2025 Incentive System" (hereinafter also "2025 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 2025 Incentive System are 241 Identified Staff whose activities have impacts on the Bank's risks as specified in section I, paragraph 4.1.

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 the 2025 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 2025 Incentive System are defined in application of the criteria provided by the relevant regulatory framework, as follows:

Chief Executive Officer (CEO) and General Manager (GM), Deputy General Managers (DGM), Executive Vice Presidents (EVP), Senior Vice Presidents (SVP);
Employees with managerial responsibility on company control functions;
Other selected roles on the basis of the criteria set by the regulatory framework (including new hires).

For more details on the Identified Staff identification process, please refer to section I, paragraph 4.1.

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 the 2025 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.

¹ The CEO of Fineco Asset Management DAC, who is beneficiary of FAM's 2025 Incentive System, is not included.

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

Among the beneficiaries of the 2025 Incentive System, along with the Chief Executive Officer and General Manager, there are 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:

the Deputy General Manager and Head of Global Banking Services, Mr. Fabio Milanesi;
the Deputy General Manager and Head of Global Business, Mr. Paolo Di Grazia;
the Deputy General Manager and Head of Commercial PFA Network & Private Banking, Mr. Mauro Albanese;
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 employees' categories to which different characteristics of the 2025 Incentive System apply.

2.2 THE REASONS FOR THE ADOPTION OF THE PLAN

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

The 2025 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.

The 2025 Incentive System is compliant with FinecoBank Group Remuneration 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 maximum 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 grant of free new issued FinecoBank shares, coherently with the required share retention periods. In fact both upfront and deferred share are paid after the 1-year retention period;
risk-adjusted mechanism in order to guarantee long-term sustainability with respect to the Company's financial position and in line with the expectations of the Supervisory Authorities;
entry and malus condition regarding Fineco's capital, liquidity and profitability, as well as individual compliance and clawback clauses.

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 (2026-2031) subject to continuous employment at each payment date as follows:

payment in 2026 of the first cash instalment ("1st instalment") and the grant of 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 Audit, Bank of Italy, ECB, Consob and/or other local authorities);
over the period 2027-2031 the remaining amount of the overall incentive will be delivered 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 Audit, Bank of Italy, BCE, Consob and/or other local authorities); shares 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 2025 Incentive System the link between profitability, risk and reward is ensured by directly linking the bonus pool with Company results and the Group's risk profiles as stated in the Risk Appetite Framework.

At this stage, the 2025 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 2025 Incentive System provides that in 2026 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 "sustainable performance parameters" (entry and malus condition) and the risk-reward alignment are assessed 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 2025 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 2025 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 no. 350

The 2025 Incentive System is not currently funded by the Special Fund for encouraging worker participation in the companies, as provided for under article 4, paragraph 112, of Law December 24, 2003 no. 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 21, 2025, approved the proposal related to the 2025 Incentive System to be submitted to the General Shareholder's Meeting called on April 29, 2025. Furthermore, the Board of Directors, in the same meeting, formulated the proposal to grant to the Board of Directors the delegation of power to carry out a free capital increase for the 2025 Incentive System, to be executed by 2030, 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 2025 Incentive System, in order to assign the last share instalment foreseen for 2031.

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

FinecoBank's '"Human Resources" function is in charge of managing the 2025 Incentive System, as well as of developing proposals in terms of remuneration policies.

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

FinecoBank retains the right to amend and/or modify the 2025 Incentive System, and consequently its Guidelines, in case any regulatory changes will occur (for example with regard to labour law, tax law, company law, accountancy law, capital markets law, and/or with reference to the financial instruments discipline), and/or in case the regulations will be differently interpreted by the relevant authorities, and/or in case of any exceptional and unforeseeable event will have a relevant impact on FinecoBank Group, on the Company or on the market in which it operates.

The Board of Directors, heard the Remuneration Committee, can adequate the measurement of the performance targets and can apply further adjustments deemed necessary in order to take into account any operations that can have an impact on the stocks (such as, only as example, mergers, divisions, capital reductions through shares annulment due to losses, shares' nominal value reductions due to losses, capital increases, free or paid, offered with option rights to the shareholders as well as without option rights, to be freed also by mean of material contributions, grouping or fractioning of shares). In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the System, applying the adjustment factors recommended by the Supervisory Authorities.

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 2025 Incentive System is to delegate to the Board of Directors, pursuant to article 2443 of the Civil Code, the faculty to increase the share capital as described in the Director's Report presented to the Extraordinary Shareholders' Meeting called for on April 29, 2025 (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 154,106.37 (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 466,989 FinecoBank ordinary shares, to be granted to 2025 Identified Staff. Such an increase in capital shall be carried out using the special reserve known as "Provisions Linked to the Medium-Long Term Incentive System for the staff of FinecoBank" set up for this purpose, which, if necessary, may be increased via allocation of profits or a portion of available statutory reserves, as the result of allocation of company profits that shall be identified by the Board of Directors at the time of the exercise of the proxy;
with reference to article 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 of the Shareholders' Meeting resolution and therefore, until 2030, in order to assign the last share instalment provided for 2031. 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 2025 System.

The number of shares to be allocated in the respective instalments (as described at paragraph 2.4.1.) shall be defined in 2026 based on the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month preceding the Board resolution that assesses 2025 performance results. The allocation of a maximum number of 565,634 FinecoBank free ordinary shares is proposed, representing about 0.09% of FinecoBank share capital, also considering a residual amount of FinecoBank ordinary shares for the possible hiring of Identified Staff from the market and/or severance.

Over the period 2027-2031 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 Audit, ECB, Bank of Italy, Consob and/or other local authorities). Share allocation is subject to a 1-year retention period.

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 2025 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 2025 Incentive System, he did not participate in the BoD's decision concerning the definition of the 2025 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 21, 2025 approved the proposal related to the 2025 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 2025 Incentive System.

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

The Remuneration Committee on January 17, 2025 positively resolved upon the criteria and the methodology elaborated for the definition of the 2025 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 2025 Incentive System (January 21, 2025) is equal to € 18.020 and that of the date of the positive opinion released by the Remuneration Committee of FinecoBank (January 17, 2025) is equal to € 17.925.

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 article 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 2025 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.

The sustainable performance parameters and risk-reward alignment will be assessed by the Remuneration Committee and defined by the Board of Directors.

The 2025 Incentive System provides that in 2026 the Board of Directors – once verified the achievement of the goals defined for 2025 – will define the payments in cash and shares established for each category of beneficiaries, as illustrated in the table below:

	2026	2027	2028	2029	2030	2031
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	10% cash	10% shares	10% shares	10% cash 10% shares
Other Identified Staff without a "significant amount" of variable pay	30% cash	30% shares	10% shares	10% cash 10% shares	10% cash	-

No deferral is applied in the presence of an annual variable remuneration equal to or less than € 50,000 and equal to or less than one third of the total annual remuneration.

The number of shares to be allocated in the respective instalments shall be defined in 2026, 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 2025 performance results. The maximum number of Fineco free ordinary shares to be issued within the 2025 System is estimated at 565,634 representing about 0.09% of FinecoBank share capital, including FinecoBank ordinary shares that may eventually be allocated, as variable remuneration, as permitted by applicable provisions in force from time to time, to hiring Identified Staff from the external market, identifying more relevant personnel during the year, for severance payments or other needs not currently conceivable.

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 (2026-2031) 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 payment4 . The free shares related to the 2025 Incentive System will be allocated by FinecoBank in multiple instalments (as shown in the table above) subject to the Board assessment in 2026 of the 2025 results.

² I.e. EUR 434,000. 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 (Circular no. 285/2013), such threshold is valid for 2025-2027.

³ See definition in Circular no. 285 "Executive directors, the general manager, the co-general managers, the deputy general managers and other similar figures, the heads of the main business areas (and those with the highest risk profile, e.g. investment banking), corporate functions or geographical areas, as well as those who report directly to the bodies with strategic supervision, management and control functions".

⁴ To be understood as the final vesting of the right to the incentive and not the actual instalment of the shares at the end of the holding period.

2.4.3 The termination date of the plan

The 2025 Incentive System will lapse by July 2031.

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 565,634, representing about 0.09% of FinecoBank share capital, also considering a residual amount of FinecoBank ordinary shares for the possible hiring of Identified Staff from the market and/or severance.

For the assignment of the last instalment of shares planned for 2031 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 2025 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 2025 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

The Bonus pool process starts with the definition of the "funding rate" during budgeting phase. The funding rate is a percentage of the Net Operating Profit (net of Provisions for Risk and Charges, corresponding to Profit Before Tax) considering historical data analysis, expected profitability, business strategy and previous year pool. The "Entry Conditions" criteria assessment and the risk assessment are also considered.

The Entry Conditions are the mechanism that determines the possible application of the Zero Factor clause on the basis of Fineco's performance indicators in terms of profitability, capital and liquidity. In case even only one indicator is not reached, the Zero Factor clause would apply, with the resulting zeroing of the bonus pool regarding the 2025 performance. Furthermore, the previous systems deferrals could be reduced by 50% to 100% of their value.

For the rest of the population, a significant reduction is 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.

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 2025 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 relevant regulations and the 2025 Remuneration policy, beneficiaries are required not to undertake any 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 is considered a 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 2025 Incentive System provides that the Board of Directors will have the faculty to identify, in the resolution that will execute the 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 2025 Incentive System does not provide for any provision that may trigger its cancellation.

2.4.10 The reasons justifying the redemption, pursuant to article 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 2025 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 article 2358, paragraph 3, of the Italian Civil Code

The 2025 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 2025 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 about € 5.4 mln 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 2025 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 2025 Incentive System on FinecoBank share capital shall be approx. 0.09% if all free shares will be allocated.

2.4.14 Any limitation to the voting and to the economic rights

At this stage, the 2025 Incentive System does not provide for any limitation to the voting or economic rights of the shares allocated.

2.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them

The 2025 Incentive System provides only for the use of shares negotiated on regulated markets.

2.4.16 The number of financial instruments belonging to each option The 2025 Incentive System does not provide for options.

2.4.17 The termination date of the options

The 2025 Incentive System does not provide for options.

2.4.18 The modalities, time limits and clauses for the exercise of the options The 2025 Incentive System does not provide for options.

2.4.19 The strike price of the options or the criteria and modalities for its determination, with respect in particular to:

a.the formula for the calculation of the exercise price in connection with the fair market value; and to

b.the modalities for the calculation of the market price assumed as basis for the calculation of the exercise price

The 2025 Incentive System does not provide for options.

2.4.20 In case the strike price is different from the fair market value as determined pursuant to point 2.4.19.b, the indication of the reasons for such difference

The 2025 Incentive System does not provide for options.

2.4.21 The criteria justifying differences in the exercise prices between the relevant beneficiaries or class of beneficiaries

The 2025 Incentive System does not provide for options.

2.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination The 2025 Incentive System does not provide for options.

2.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options

In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the System, applying the adjustment factors recommended by the Supervisory Authorities.

3. THE 2025 INCENTIVE SYSTEM FOR FINANCIAL ADVISORS BELONGING TO IDENTIFIED STAFF (HEREAFTER ALSO "2025 INCENTIVE SYSTEM PFA")

In compliance with the Bank of Italy provisions set forth in Circular 285, December 17, 2013 (Section "Regulations on remuneration and incentive policies and practices of Banks and Banking groups"), for what concerns compensation systems it was proposed the adoption of the "2025 Incentive System for Financial Advisors belonging to Identified Staff". The Plan provides for the allocation, to Financial Advisors belonging to Identified Staff, of an incentive – in cash and FinecoBank ordinary shares – to be granted in a multi-year period, subject to the achievement of specific objectives.

3.1 BENEFICIARIES OF THE PLAN

The total estimated number of beneficiaries of Financial Advisors of FinecoBank that benefit from the 2025 Incentive System PFA is 21 Identified Staff whose activities have impacts on Bank's risks based on criteria provided by the applicable regulatory framework. In particular, the following criteria were applied:

Personal Financial Advisors identified by the specific criteria in line with the regulatory provisions;
Personal Financial Advisors Manager who coordinate a structure with an overall portfolio with a total asset equal to/higher than 5% of the total asset of the PFA Network.

3.1.1 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

There are no members of the Board of Directors benefiting from the 2025 Incentive System PFA; therefore, this provision is not applicable.

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

There are no employees of FinecoBank benefiting from the 2025 Incentive System PFA; therefore, this provision is not applicable.

3.1.3 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 not among the beneficiaries of the 2025 Incentive System PFA.

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 meet the description; therefore this provision is not applicable

c. natural persons controlling FinecoBank, who are employee or independent contractor of FinecoBank No individual controls FinecoBank and meet the description; therefore, this provision is not applicable.

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

a. Executives with strategic responsibility other than those specified under lett. b) of paragraph 3.1.3 None of FinecoBank Executives meet the description; therefore, this provision is not applicable.

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 of the financial instrument issuer

This provision is not applicable.

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

No classes of employees meet the description; therefore, this provision is not applicable.

3.2 THE REASONS FOR THE ADOPTION OF THE PLAN

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

The 2025 Incentive System PFA aims to retain and motivate beneficiary Advisors 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 (e.g. provisions on transparency, on fairness of relations between intermediaries and customers as well as those on anti-money laundering etc.) or to assume excessive risks.

The 2025 Incentive System PFA is compliant with FinecoBank Group Remuneration policy and with the national and international regulatory requirements providing for:

the allocation of a variable incentive defined based on available bonus pool, individual performance evaluation and bonus cap as set by the Ordinary Shareholder's meeting;
a balanced structure of "upfront" (done at the moment of performance evaluation) and "deferred payments", in cash and in FinecoBank ordinary shares;
the grant of FinecoBank shares, coherently with the applicable regulatory requirements regarding the application of share retention periods. In fact the shares are paid after the 1-year retention period;
risk-adjusted mechanism in order to guarantee long-term sustainability with respect to the Company's financial position and in line with expectations of the Supervisory Authorities;
entry and malus condition regarding capital, liquidity and profitability, as well as individual compliance, quality of conduct and clawback clauses are also provided.

3.2.2 Main factors and performance indexes taken into account for the assignment of plans based on financial instruments

Individual bonuses will be allocated based on the available bonus pool and the assessment of individual performance.

Total incentive pay-out as defined will be made over a multi-year period (2026-2030), as indicated below, subject to the continuity of the agency relationship of the beneficiaries:

in 2026 the first cash instalment of the overall incentive ("1st instalment") will be paid and the first share instalment will be allocated, in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (e.g. Internal Audit, Bank of Italy, ECB, Consob and/or analogous local authorities);
over the period 2027-2030 the remaining amount of the overall incentive will be paid in several instalments in cash and/or FinecoBank 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 Audit, Bank of Italy, ECB, Consob and/or analogous local authorities);

the distribution of share payments takes into account the applicable regulatory requirements regarding the application of share retention periods.

3.2.3 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 2025 Incentive System PFA the link between profitability, risk and reward is ensured by linking directly the bonus pool with Company results, cost of capital and risk profiles as stated in the Risk Appetite Framework. At this stage, the 2025 Incentive System PFA does not contain an exact indication of the value of free shares to be actually allocated to the beneficiaries, but rather it defines the maximum number of the free shares to be issued within the Plan. 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 are already established.

The 2025 Incentive System PFA provides that in 2026 the promise to pay the incentive in cash and shares will be formulated.

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

3.2.4 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

The 2025 Incentive System PFA does not contemplate the allocation of similar financial instruments.

3.2.5 The evaluations, with respect to the relevant tax and accounting implications, taken into account in the definition of the plans

The 2025 Incentive System PFA definition was not influenced by significant tax or accounting considerations.

3.2.6 The indication as to whether the plan enjoys any support from 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 2025 Incentive System PFA currently is not supported by the Special Fund for encouraging worker participation in the companies, as provided for under article 4, paragraph 112, of Law December 24, 2003 no. 350.

3.3 PLAN APPROVAL PROCESS AND TIMEFRAME FOR THE ASSIGNMENT OF THE FINANCIAL INSTRUMENTS

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

The Board of Directors, on January 21, 2025, approved the proposal related to the 2025 Incentive System PFA to be submitted to the General Shareholder's Meeting called on April 29, 2025. Furthermore, the Board of Directors, in the same meeting, formulated the proposal to provide the delegation of power to purchase and to dispose of treasury shares, after having received the necessary authorization of the Supervisory Authorities.

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

The "Network Controls, Monitoring and Service Department" function of FinecoBank is in charge of managing the 2025 Incentive System PFA.

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

FinecoBank retains the right to amend and/or modify the 2025 Incentive System PFA, and consequently its Guidelines, in case any regulatory changes will occur (for example with regard to labour law, tax law, company law, accountancy law, capital markets law, and/or with reference to the financial instruments discipline), and/or in case the regulations will be differently interpreted by the relevant authorities, and/or in case of any exceptional and unforeseeable event will have a relevant impact on FinecoBank Group, on the Bank or on the market in which it operates.

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

To execute the 2025 Incentive System PFA, in 2026 the Board of Directors will define the number of shares to assign for the 2nd, 3rd and 4th instalments (as described in paragraph 3.4.1), based on the arithmetic mean of the official share closing price on each trading day at Euronext Milan, during the month following the Board's resolution that assesses the 2025 performance results.

The maximum number of Fineco free ordinary shares is estimated at 244,189, representing about 0.04% of FinecoBank share capital that will be purchased from the market, after having received the necessary authorization of the Supervisory Authorities.

Over the period 2027-2030 each instalment of shares assigned 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 Audit, Consob, Bank of Italy, ECB and/or analogous local authorities). Distribution of shares payments takes into account the applicable regulatory requirements regarding the application of retention periods.

3.3.5 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 2025 Incentive System PFA, unanimously approved, following the guidelines and criteria elaborated by the Remuneration Committee of FinecoBank.

Since the Chief Executive Officer and General Manager of FinecoBank is not among the potential beneficiaries of the Incentive System PFA, he participated in the BodD's decision concerning the definition of this plan.

3.3.6 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 21, 2025 approved the proposal related to the 2025 Incentive System PFA to be submitted to FinecoBank Shareholders' Meeting.

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

The Remuneration Committee on January 17, 2025 positively resolved upon the criteria and the methodology elaborated for the definition of the 2025 Incentive System PFA, sharing the reasons and motivations thereof.

3.3.8 The market price of Fineco ordinary shares, on the dates mentioned in points 3.3.6 e 3.3.7

The market price of FinecoBank ordinary share, registered on the date of Board of Directors approval of 2025 Incentive System PFA proposal (January 21, 2025) is equal to € 18.020 and on the date of the decision made by the Remuneration Committee of FinecoBank (January 17, 2025) is equal to € 17.925.

3.3.9 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 article 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, it is noted that the resolution of the Board of Directors, which approved the proposal to be submitted to the Shareholders' Meeting, was communicated to the market in compliance with the current regulations. It is also noted that analogous disclosure to the market, if required, will be made available upon any other following resolution adopted by the Board of Directors of the 2025 Incentive System PFA.

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

3.4. THE CHARACTERISTICS OF THE FINANCIAL INSTRUMENTS ASSIGNED

3.4.1 Description of the compensation plan

Individual bonuses will be allocated based on available bonus pool and individual performance evaluation.

The final evaluation of sustainable performance parameters and risk-reward alignment will be reviewed by the Remuneration Committee and by the Risks and Related parties Committee and defined by the Board of Directors.

The 2025 Incentive System PFA provides that in 2026 the Board of Directors – once verified the achievement of the goals defined for 2025 – will define the payments in cash and shares, as illustrated in the table below:

	2026	2027	2028	2029	2030
Financial Advisors belonging to Identified Staff with a significant amount5 of total variable remuneration	20% cash	5% cash 20% shares	5% cash 15% shares	10% cash 15% shares	10% cash
Financial Advisors belonging to Identified Staff without a significant amount of total variable remuneration	30% cash	30% shares	10% shares	10% cash 10% shares	10% cash

No deferral is applied in the presence of an annual variable remuneration equal to or less than € 50,000 and equal to or less than one third of the total annual remuneration.

The number of ordinary shares to be allocated through the second, the third and the fourth instalments will be defined in 2026, based on the arithmetic mean of the official closing price of FinecoBank ordinary shares during the month following the Board resolution that verifies 2025 performance results.

The maximum number of FinecoBank free ordinary shares is estimated at 244,189, representing about 0.04% of FinecoBank share capital.

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

3.4.2 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 (2026-2030) 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 payment date. FinecoBank will allocate shares linked to the 2025 Incentive System PFA in multiple instalments (as shown in the table above), subject to the Board assessment in 2026 of the achievement of the 2025 goals.

3.4.3 The termination date of the plan

The 2025 Incentive System PFA will lapse by July 2030.

3.4.4 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 FinecoBank free ordinary shares is estimated at 244,189 representing about 0.04% of FinecoBank share capital.

⁵ i.e. 434,000 €. The threshold includes both the short-term non-recurring remuneration and the annual portion of the long-term non-recurring remuneration, and it is equal to less than 10x the overall average remuneration of the company employees. As required by the regulatory provisions (Circular 285/2013), the threshold has been defined for the three-year period 2025-2027.

At this stage, it is not possible to indicate the maximum number of shares allocated in each fiscal year during the life of the 2025 Incentive System PFA, since the actual definition will be done by the Board of Directors on the basis of the criteria approved by the Shareholders' Meeting.

3.4.5 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

The Bonus pool process starts with the definition of the "funding rate" during budgeting phase. The funding rate is a percentage of the Net Operating Profit (net of Provisions for Risk and Charges, corresponding to Profit Before Tax). The assessment of the "Entry Conditions" (based on the evaluation of forecast results, weighted for risk) and risk and performance assessment are also considered.

The Entry Conditions are the mechanism that determines the possible application of the Zero Factor clause on the basis of performance indicators with respect to Fineco's capital, profitability and liquidity defined.

In order to align to regulatory requirements, in case the entry conditions are not met, the bonus pool will be zeroed for the Identified Staff whereas for the rest of the population, a significant reduction will be applied. A floor might be defined for retention purposes and in order to maintain the minimum pay levels needed to play in the market.

3.4.6 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 2025 Incentive System PFA provides that the FinecoBank ordinary shares that will be allocated will be freely transferable, considering the applicable regulatory requirements regarding the application of share retention periods, as described in section 3.2.1.

3.4.7 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 2025 Remuneration 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.

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

The 2025 Incentive System PFA provides that the Board of Directors will have the faculty to identify, in the resolution that will execute the System itself, the termination of the agency relationship of beneficiary with the Bank, as cause for the expiring of the right to receive the free ordinary shares, coherently with the Plan rules.

3.4.9 The indication of any other provisions which may trigger the cancellation of the plan

The 2025 Incentive System PFA does not provide for any provision that may trigger its cancellation.

3.4.10 The reasons justifying the redemption, pursuant to article 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 2025 Incentive System PFA does not provide for the redemption by FinecoBank.

3.4.11 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 2025 Incentive System PFA does not provide for a loan or other special terms for the purchase of the shares.

3.4.12 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 2025 Incentive System PFA at the share grant date 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 shares.

On the basis of these estimations, the overall expected cost for FinecoBank (IAS cost) on the basis of the effective performance conditions met, could be about to € 2.5 mln to be split in 5 years. Nevertheless, at this stage it is not possible to define the exact cost in each year of life of the 2025 Incentive System PFA, since the definition of the actual incentive to be allocated is subject to the Board of Directors resolution.

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

Considering that the shares for 2025 Incentive System PFA will be purchased from the market, no impact on FinecoBank share capital is foreseen.

3.4.14 Any limitation to the voting and to the economic rights

At this stage, the 2025 Incentive System PFA does not provide for any limitation to the voting or economic rights for the shares allocated.

3.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them

The 2025 Incentive System PFA provides only for the use of FinecoBank ordinary shares negotiated on regulated markets.