FinecoBank

Proxy Solicitation & Information Statement • Mar 17, 2023

Pursuant to article 106 D.L. 18/2020, converted into Law no. 27/2020 and subsequent amendments/integrations and as stated in the notice of call of Finecobank S.p.A. Shareholders' Meeting on April 27 th 2023, the proxy can be conferred to Computershare S.p.A..

PROXY FORM
Fill in the requested information on the basis of the Instructions below. The Company will be notified by Computershare S.p.A. (1)
* mandatory information
The undersigned (natural person only) Place of birth * Date of birth
Tax code *…………………………
Resident in (town/city) at (street / address)
telephone no * ………………… e-mail
(2) entitled to exercise the voting right at April 18, 2023 (Record Date) as: registered share holder - legal representative – attorney/proxy holder with authority to sub-delegate pledgee – Taker in - beneficiary interest holder - official receiver– manager – other (specify) ………………………………………
for no* of ordinary shares FinecoBank
(3) registered in the name of (natural or legal person)……………………………………………………………………………………Place of birth *
Date of birth * ID no. (Tax Code/LEI) ……………………………
Resident in (town/city) ………………………………………………….……… at (street / address) ……………………………………………………………………………………………….
(4) Registered in the securities account no At Bank Code (ABI) Branch Code (CAB)
(5) as resulting from communication no. Made by (Bank)
DELEGATES/SUBDELEGATES Computershare S.p.A. to attend and vote to the abovementioned general meeting, with reference to the shares above, in accordance with the instructions

provided and

DECLARES that no matter of compatibility or suspension are affecting the vote and he/she is aware that:

• in case of amendment or integration of the proposals presented to the Shareholders' Meeting, or in the absence of the expression of the vote, Computershare S.p.A will express a nonvote
• the proxy/subdelegation will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person with the right to vote to legitimate attendance and voting, has been received by the Company before the start of the meeting works.

STATES, under his/her own liability, as proxy holder, the compliance to the original document of the copy of the proxy form provided electronically and the identity of the proxy grantor.

DATE	Form of identification (6) (type)*	Issued by *	no. *	SIGNATURE
------	---------------------------------------	-------------	-------	-----------

NOTE: It is not possible to grant this proxy form without the voting instructions form to be downloaded from the company's website www.finecobank.com. Voting instruction form can be requested by phone at no. +39 011 0923200

VOTING INSTRUCTIONS

(For use of Appointed Representative only - tick relevant boxes and send to Computershare S.p.A. as per the instructions for filling in)

WARNING

This voting instructions form may require amendments to include any proposed additions to the agenda or proposals submitted individually by the shareholders by 11 April 2023 and, as provided for in the notice of convocation, this form will be integrated and republished on the website with the new proposals. In the event of the submission of proposals involving the issue of new voting instructions, the instructions already given on the subject covered by the integration shall become ineffective and shall only be repurchased after the issue of voting instructions also on new proposals.

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)

RESOLUTIONS TO BE VOTED	VOTING INSTRUCTIONS
	F C A (for), (against), (abstain)

ORDINARY SESSION

(0010) – 1. Approval of the FinecoBank S.p.A. 2022 year-end financial statements and presentation of the consolidated financial statements
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0020) – 2. Allocation of FinecoBank S.p.A. 2022 net profit of the year
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0030) – 3. Elimination of negative reserve not subject to change recognized in the FinecoBank S.p.A. financial statements by means of its definitive coverage.
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0040) – 4. Integration of the Independent Auditor's fees
Section A – vote for resolution proposed by the Board of Statutory Auditors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0050) – 5. Determination of the number of Directors.
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0060) – 6. Determination of Directors' Term of Office.
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0070) – 7. Appointment of the Board of Directors
Sezione A - vote For list having the number to be fill in the side box or vote Contrary/Abstention in relation to all lists (12)	N ….	C	A
(0080) - 8. Determination, pursuant to Article 20 of the Articles of Association, of the remuneration due to the Directors for their activities within the Board of Directors and Board Committees
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0090) - 9. Appointment of the Board of Statutory Auditors
Sezione A - vote For list having the number to be fill in the side box or vote Contrary/Abstention in relation to all lists (12)	N …	C	A

(0100) - 10. Determination, pursuant to Article 23, paragraph 17, of the Articles of Association, of the remuneration due to the members of the Board of Statutory Auditors.
Section A – vote for resolution proposed in accordance with the recommendation of the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0110) - 11. 2023 Remuneration Policy.
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0120) - 12. 2022 Remuneration Report (12)
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0130) – 13. 2023 Incentive System for Employees "Identified Staff".
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0140) – 14. 2023 Incentive System for Personal Financial Advisors "Identified Staff"
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0150) – 15. Authorization for the purchase and disposition of treasury shares in order to support the 2023 PFA System. Related and consequent resolutions.
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

EXTRAORDINARY SESSION

(0160) - 1. Delegation to the Board of Directors, under the provisions of article 2443 of the Italian civil Code, of the authority to resolve, in one or more instances for a maximum period of five years from the date of the Shareholders' resolution, to carry out a free share capital increase, as allowed by article 2349 of the Italian civil Code, for a maximum amount of Euro 177,097.47 (to be allocated in full to share capital) corresponding to up to 536,659 FinecoBank new ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the 2023 Identified Staff employees of FinecoBank in execution of the 2023 Incentive System; consequent amendments to the Articles of Association.
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

(0170) - 2. Delegation to the Board of Directors, under the provisions of article 2443 of the Italian civil Code, of the authority to resolve in 2028 a free share capital increase, as allowed by article 2349 of the Italian civil Code, for a maximum amount of Euro 27,921.96 corresponding to up to 84,612 FinecoBank new ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the 2022 Identified Staff employees of FinecoBank in execution of the 2022 Incentive System; consequent amendments to the Articles of Association.
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 – vote for proposal published pursuant to article 126-bis of TUF (10)	F	C	A

Possible derivative action against Directors
Vote for proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code upon approval of the annual financial statements ( If no
are indicated, the Appointed will C against) voting instruction Representative vote –	F	C	A

Instructions for filling in and submitting the form

• 1. The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within April 25, 2023, using one of the following methods:
  • 1) Registered Email Holders (PEC): as an attachment document (PDF format) sent to finecobank@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;
  • 2) ature Holders (FEA): as an attachment document with ature sent to finecobank@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a ature Holder;
  • 3) Common Email address Holders: as an attachment document (PDF format) sent to finecobank@pecserviziotitoli.it. In this case, the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. via Nizza, 262/73 10126 Torino;
  • 4) Via FAX: number 011 0923202

The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

• 2. Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power.
• 3. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.
• 4. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.
• 5. Reference to the communication made by the intermediary and its name.
• 6. Provide details of a valid form of identification of the proxy signatory.
• 7. Provide the name and surname of the signatory of the Proxy form and Voting instructions.
• 8. In accordance to art. 106 DL 17.3.2020 no. 18, the exclusive appointed representative may receive subdelegations but it is liability of the proxy holder to provide appropriate voting instruction accordingly to the instructions submitted by the original proxy grantor.
• 9. The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports published on the company website www.finecobank.com Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Sections A and/or A2.

The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).

• 10. There is the Section A2 to receive instructions when an alternative, complementary or additional resolution to the motion proposed by the Board of Directors had been presented and published pursuant to art. 126-bis of the TUF, within the term and in the cases provided. The Appointed Representative shall vote on each motion in accordance with the instructions and the delegating party shall give instructions consistent with the type of proposals (alternative or complementary) published.
• 11. Indicate the number of the list (as provided on the Company website) that you want to vote "for" or indicate your preference to vote against (C) or to abstain (A) which will apply to all lists. If only one list is presented, the voting instructions will relate to that one.
• 12. It should be noted here, according to the Article 123-ter, paragraph 6, of Legislative Decree no. 58/98, that the resolution on this item is not binding.

INFORMATION ON PERSONAL DATA PROCESSING

Pursuant to the Regulation(EU) 2016/679 (the "Regulation")

Personal Data Controller

Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni, 19 (hereinafter, "Computershare" or the " Controller"), Appointed Representative of the company pursuant to article 135undecies of Italian Legislative Decree no. 58/98 (TUF) and art. 106 DL 17 March 2020 n. 18, as controller of "Processing" (as defined in article 4 of the Regulation) of Personal Data (as defined below) provides the present "Information on Personal Data Processing", in compliance with the provisions of the applicable law (article 13 of Regulation and subsequent national legislation)

Object and methods of processing

The personal data of the shareholder and of his possible representative (hereinafter, the "Delegating party"), as well as the residence, the tax code, the details of the identification document, the email address, the telephone number and the shareholding (hereinafter "Personal Data") are communicated by the Delegating party, even by electronic means, to Computershare through this form, in order to grant the proxy to attend and to vote at the shareholders' meeting on behalf of the Delegating party according his voting instructions

The Controller process the Personal Data of the Delegating party reported in this form, lawfully, fairly and limited to what is necessary in relation to the purposes for which they are processed. The processing - as collection or any other operation as set forth in the definition of "processing" pursuant article 4 of the Regulation – shall be performed by papery or automated means, implementing the appropriate organizational and logical measures required by the purposes here above mentioned.

Purpose and legal basis of the Processing

The purpose of the Processing by the Controller is to allow the correct expression of voting instruction by the Appointed Representative in the shareholders' meeting on behalf of the Delegating Party, in compliance with the provisions of the aforementioned art. 135undeciesof TUF and art. 106 DL 17 March 2020 n.18.

The legal basis of the Processing is represented by:

• contractual obligations: to comply with the obligations arising from the agreement between the Delegating Party and the Appointed Representative;
• legal obligations: to comply with the legal obligations the Appointed Representative shall fulfil towards the company and the Authorities.

The collection and the Processing of Personal Data is necessary for the purposes indicated above. Failure to provide the aforementioned Personal Data implies, therefore, the impossibility to establish and manage the above agreement.

Recipients, storage and transfer of Personal Data

The Personal Data will be made accessible, for the purposes mentioned above - before, during and after the shareholders' meeting - to the employees and collaborators of the Controller who are in charge of Processing.

The Personal Data provided will be kept for a period of at least 1 year, in accordance with current legislation and will be disclosed to third parties only in compliance with legal obligations or regulations or at the request of the Authorities. This period is consistent with the provisions of current legislation.

Personal Data will be processed within the European Union and stored on servers located within the European Union. The Personal Data will be communicated to the Company to comply with the obligation under the law regarding the shareholders meeting's minutes, updating of shareholders' register and to third parties only if required by the Authorities.

Rights of the Delegating party

The Delegating Party has the right to ask, in every moment, which Personal Data and how they are processed . The Delegating party may ask to update, complete, correct or even erase the Personal Data. The Delegating party can also ask to restrict the use of his Personal Data or withdraw the consent to use them, but in such case it will be impossible to attend and vote at the shareholders' meeting. The Personal Data and the voting instructions will be kept for 1 year at disposal of the Authorities.

For the exercise of the aforementioned rights, the Delegating party can write to Computershare to the address reported in the form or to the following email address dataprotection@computershare.it. For the Privacy Policy and all Computershare activities, please visit our website https://www.computershare.com/it/Pages/Privacy.aspx.

Computershare S.p.A.