FinecoBank

Board/Management Information • May 9, 2017

Informazione Regolamentata n. 1615-49-2017		Data/Ora Ricezione 09 Maggio 2017 17:37:52	MTA
Societa'	:	FINECOBANK
Identificativo Informazione Regolamentata	:	89142
Nome utilizzatore	:	FINECOBANKN01 - Spolini
Tipologia	:	AVVI 16
Data/Ora Ricezione	:	09 Maggio 2017 17:37:52
Data/Ora Inizio Diffusione presunta	:	09 Maggio 2017 17:37:53
Oggetto	:	PR Fineco Assessment of requirements Directors and Auditors
Testo del comunicato

Vedi allegato.

PRESS RELEASE

FinecoBank: assessment of the requirements of the Directors and Statutory Auditors appointed by the Shareholders' Meeting

Milan, May 9, 2017

FinecoBank informs that the Board of Directors – in its today meeting and further to the investigation of the Appointments Committee – has verified that the Directors and Statutory Auditors, appointed by the Ordinary Shareholders' Meeting held on April 11, 2017, are in possession of the integrity, experience and independence requirements (including the suitability) provided for by law, according to the statutory and regulatory provisions in being.

With reference to the Statutory Auditors, please note that – pursuant to Article 26 of the Legislative Decree no. 385 of September 1, 1993 – also the Board of Statutory Auditors has verified the existence of the abovementioned requirements on its members. The results of such analysis were communicated to the Board of Directors.

The Board of Directors established the possession of said requirements on the basis of the declarations made by the persons concerned and of the information available to the Company regarding any eventual relationships (credit-wise, commercial/professional and employee/employer, as well as regarding relevant posts held) entertained with the Company and UniCredit S.p.A. by said persons and by other persons referable to them, also evaluated in terms of significance and substance.

With reference to the independence requirements, based on the analysis carried out by the Directors, please note that:

• − Francesco Saita, Maria Chiara Malaguti, Gianmarco Montanari, Patrizia Albano, Elena Biffi and Maurizio Santacroce are independent pursuant to the Legislative Decree no. 58 of February 24, 1998 ("Consolidated Law on Finance") and to the Corporate Governance Code for listed companies;
• − Enrico Cotta Ramusino is independent pursuant to the Consolidated Law on Finance;
• − the Managing Director and General Manager, Alessandro Foti and Manuela D'Onofrio, are not independent;

− all permanent and alternate Statutory Auditors are independent pursuant to the Consolidated Law on Finance and to the Corporate Governance Code for listed companies.

The Board of Directors also verified: (i) that none of the members of the Board of Statutory Auditors exceed the limits set forth in Article 144-terdecies of Consob Regulation no. 11971 of 14 May 1999; (ii) the correspondence between the qualitative and quantitative composition of the Board of Directors considered optimal and the actual outcome of the nomination process, also with regard the limits on the number of offices to be held; and (iii) with reference to the Directors, the Statutory Auditors and the Manager charged with preparing the Company's financial reports pursuant to art. 154-bis of the Consolidated Law on Finance, the inexistence of any situations falling within the scope of Article 36 of the Law Decree no. 201/2011 ("no-interlocking").

FinecoBank

FinecoBank is UniCredit Group's direct multichannel bank. It has one of the largest financial advisors' network in Italy*, and is the number one broker in Italy for equity trades in terms of volume of orders**. FinecoBank offers an integrated business model combining direct banking and financial advice, with a single free-of-charge account including banking, credit, trading and investment services, also available through applications for smartphone and tablet. With its fully integrated platform, FinecoBank is the benchmark for modern investors.

*Source: Assoreti

**Source: Assosim

Contact info:

Fineco - Media Relations Fineco - Investor Relations Tel.: +39 02 2887 2256 Tel. +39 02 2887 3295 mediarelations@finecobank.com investors@finecobank.com

Barabino & Partners Tel. +39 02 72023535 Emma Ascani

e.ascani@barabino.it +39 335 390 334 Tommaso Filippi t.filippi@barabino.it +39 366 644 4093