FinecoBank — Proxy Solicitation & Information Statement 2026

Mar 17, 2026

CERTIFIED

FINECO

April

29

2026

ORDINARY AND EXTRAORDINARY SHAREHOLDER'S MEETING

EXCERPT FROM THE NOTICE OF CALL

This is an English translation of the original Italian document. The original version in Italian takes precedence.

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emarket
with storage
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EXCERPT FROM THE NOTICE OF CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING (pursuant to Article 125-bis, paragraph 1, of the Italian Legislative Decree no. 58/1998)

The Ordinary and Extraordinary Shareholders' Meeting of FinecoBank S.p.A. is to be held, in single call, at the FinecoBank registered office in Milan, Piazza Durante, no. 11, on April 29, 2026 at 9.30 a.m., to discuss and resolve upon the following

AGENDA

Ordinary Session

1. Approval of the financial statements of FinecoBank S.p.A. for the 2025 financial year and presentation of the consolidated financial statements.
2. Allocation of the net profit of FinecoBank S.p.A. for the 2025 financial year.
3. Elimination of a negative reserve not subject to change by means of its definitive coverage.
4. Determination of the number of Directors.
5. Determination of the Term of Office of the Directors.
6. Appointment of the Board of Directors.
7. Determination, pursuant to Article 20 of the Articles of Association, of the remuneration due to the Directors for their activities carried out within the Board of Directors and Board Committees.
8. Appointment of the Board of Statutory Auditors.
9. 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.
10. 2026 Remuneration Policy.
11. 2025 Remuneration Report.
12. 2026 Incentive System for "Identified Staff".
13. 2026 Incentive System for Personal Financial Advisors "Identified Staff".
14. Authorization to purchase and dispose of treasury shares for the purpose of the 2026 incentive systems for "Identified Staff". Related and consequential resolutions.

Extraordinary Session

1. Amendments to Articles 15 and 17 of the Articles of Association, aimed at allowing the separation of the offices of Managing Director and General Manager. Related and consequent resolutions.
2. Delegation to the Board of Directors, under the provisions of Article 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions, in the period 2027-2029, a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 99,021.12 corresponding to up to 300,064 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 beneficiaries of the 2021-2023 Long Term Incentive Plan for the purpose of completing its execution; consequent amendments to the Articles of Association.
3. Delegation to the Board of Directors, under the provisions of Article 2443 of the Italian Civil Code, of the authority to resolve in 2031, within the limits of law, a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 32,552.85 corresponding to up to 98,645 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 2025 Identified Staff employees of FinecoBank for the purpose

FinecoBank S.p.A. - Public

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of completing the execution of the 2025 Incentive System; consequent amendments to the Articles of Association.

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Information concerning the share capital and shares with voting rights as well as information concerning manner, terms and procedures regarding:

• the right to attend and vote at the Shareholders’ Meeting (please note that the record date falls on April 20, 2026),
• the exercise of the right to add to the agenda and to submit further resolution proposals on items already on the agenda,
• the exercise of the right to ask questions pertaining to items on the agenda prior to the Shareholders’ Meeting (please note that questions must be received by the Company no later than April 20, 2026),
• the availability of the explanatory Report and of the other documents concerning the sole item on the agenda,
• the filing of the lists for the appointment of the members of the Board of Directors and the Board of Statutory Auditors (it is specified that such lists must be filed by 4 April 2026);
• the payment of any dividend resolved by the Shareholders’ Meeting (scheduled for 20 May 2026, with ex-dividend date on 18 May 2026 and record date on 19 May 2026).

is given in the notice of call available on the Company’s internet website www.finecobank.com.

This excerpt is published on March 18, 2026, in the newspapers “Il Sole 24 Ore” and “Milano Finanza”.

Milan, March 17, 2026

THE CHAIRMAN OF THE BOARD OF DIRECTORS
Signed Marco Mangiagalli

Persons entitled to attend the Shareholders’ Meeting and exercise voting rights are kindly requested to arrive in advance of the start time of the Meeting, carrying evidence of the notice requested from their relevant intermediary pursuant to Article 83-sexies of the TUF, as well as a valid identity document, in order to facilitate the admission procedures and ensure the timely start of the proceedings.

Information on the procedures for attending the Shareholders’ Meeting may be requested by calling the toll-free number 800.101.101, available on business days from 8:00 a.m. to 8:00 p.m..

FinecoBank S.p.A. - Public

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CERTIFIED

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