FinecoBank

Remuneration Information • Mar 22, 2024

Annex I

DISCLOSURE ON REMUNERATION PURSUANT TO ARTICLE 450 OF THE REGULATION (EU) NO. 575/2013 AND THE REGULATION (EU) NO. 637/2021

1. DISCLOSURE ON THE COMPENSATION POLICY

This document provides information on the remuneration policy and practices for the categories of personnel whose professional activities have a significant impact on the risk profile of the institution pursuant to article 450 of EU Regulation no. 575/2013.

The data will be displayed in a table format in application of the provisions of the Implementing Regulation (EU) no. 637/2021 as represented below.

1.1 QUALITATIVE DISCLOSURE

The EU REMA Qualitative Table, in line with article 450 of EU Regulation no. 575/2013, describes the main elements of the remuneration policy, providing information on the decision-making process underlying the definition of the remuneration policy, including the role of the Remuneration Committee, which is the body responsible for overseeing remuneration.

Furthermore, the table describes characteristics and structure of the remuneration system for Identified Staff, with particular reference to the link between remuneration and performance and the ex-ante and ex-post risk correction mechanisms.

In addition, disclosure is provided with regard to the ratio between variable and fixed remuneration, the criteria used to determine the balance between the cash and share component, the deferral scheme, the payments in financial instruments, the applicable retention periods and the vesting of the variable remuneration.

1.2 QUANTITATIVE DISCLOSURE

Table EU REM1 includes the amounts of remuneration awarded to Identified Staff for the performance year 2023, both fixed and variable remuneration. A breakdown of the cash and share component, as well as the upfront and deferred portion of the variable remuneration is also provided.

The special payments for Identified Staff awarded or made in 2023, with specific reference to severance indemnities (both paid in advance and deferred) are shown in Table EU REM2.

Table EU REM3 indicates the amounts of deferred remuneration linked to previous performance years.

Table EU REM4 reports the number of identified staff members who were awarded a remuneration equal to or higher than EUR 1 million for the performance year 2023.

Finally, aggregated quantitative data is provided on the remuneration of personnel whose professional activities have a significant impact on the risk profile of the institution (Table EU REM5).

1.1 QUALITATIVE DISCLOSURE

	Table EU REMA – Remuneration Policy
a) Information relating to the bodies that oversee remuneration.	Name, composition and mandate of the main body (management body or remuneration committee as applicable) overseeing the remuneration policy and the number of meetings held by that main body during the financial year.
	The body that oversees the application of the Remuneration Policy and the design of the compensation systems is the Remuneration Committee.
	The Committee is composed by 3 non-executive Directors, which are independent pursuant to art. 148 TUF and art. 2 of the Corporate Governance Code. Mr. Gianmarco Montanari, Ms. Giancarla Branda and Ms. Paola Giannotti De Ponti were the members of FinecoBank Remuneration Committee until the renewal of the corporate bodies occurred with the Shareholders' Meeting of 27 April 2023. Following the renewal of the corporate bodies, Mr. Gianmarco Montanari, Ms. Giancarla Branda, Mr. Marin Gueorguiev have been appointed members of FinecoBank Remuneration Committee. As required by the "Corporate Governance Rules" internal regulation, the Committee has the role of presenting proposals and issuing opinions to the Board of Directors in relation to the Group's remuneration strategy, including, by way of example, the criteria for determining remuneration, performance targets, equity incentive plans etc., also supervising the overall consistency and application of the approved Remuneration Policy (for more details on the role of the Remuneration Committee, refer to Section II, p. 2.1 of the 2024 Remuneration Policy). The Remuneration Committee held 13 meetings in 2023.
	External consultants whose advice has been sought, the body by which they were commissioned, and in which areas of the remuneration framework.
	As provided for by the applicable legislation, in 2023 the Committee, in performing its duties, was supported by an external consultant (Willis Towers Watson), specialized in advisory services, (providing, for example, market practices analysis on remuneration, updates on the reference regulatory framework, proposals for the definition of the peer group, etc.). The external advisor, whose independence had been previously verified, was appointed by the Remuneration Committee following a selection process, within the budget assigned by the Board of Directors.
	A description of the scope of the institution's remuneration policy (e.g. by regions, business lines), including the extent to which it is applicable to subsidiaries and branches located in third countries.
	The remuneration policy of the FinecoBank Group applies to the company FinecoBank S.p.A, the parent company of the Group, with reference to the employees, taking into account the specifics of their roles and duties, and to the Financial Advisors in line with the specific remuneration of the latter. Specific provisions contained in the Remuneration Policy apply exclusively to the Group's Identified Staff, as identified according to the criteria established by the relevant legislation.
	FinecoBank, in its capacity as parent company, ensures that the remuneration in the group companies, with specific reference to the subsidiary Fineco Asset Management DAC, is compliant with the principles and rules established by the Group Remuneration Policy and with the specific industry and local regulatory framework.
	A description of the staff or categories of staff whose professional activities have a material impact on institutions' risk profile.
	As a result of the analysis, conducted in line with the provisions of the Circular no. 285 of 2013 of the Bank of Italy and the EU Delegated Regulation 923/2021, the following categories of employees of staff whose professional activities have a material impact on institutions' risk profile have been defined for 2023: non-Executive Directors member of the Board, Chief Executive Officer and General Manager, Executives with strategic responsibility, executive positions with managerial responsibility on Company Control Functions (Compliance, Risk management, Internal Audit, Anti Money Laundering), legal affairs, human resources, the soundness of accounting policies and procedures, information technology and other positions that are responsible for strategic decisions which may have a relevant impact on the Group's risk profile.
	In any case, all employees with Global band title equal to or greater than Senior Vice President are included among the Identified Staff. The Financial Advisors belonging to the Identified Staff are those who have an overall annual remuneration equal to or greater than 750,000 Euro and those who coordinate Financial Advisors with total assets equal to or greater than 5% of
	the total assets attributable to the Network. For more details, refer to Section I paragraph 4.1 of the 2023 Remuneration Policy.

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	b) Information relating to	An overview of the key features and objectives of remuneration policy, and information about the decision-making
	the design and structure	process used for determining the remuneration policy and the role of the relevant stakeholders.
	of the remuneration sys
tem for identified staff	The principles established by the Remuneration Policy are the pillars used to define the remuneration systems. Fineco's approach to remuneration, consistent with the legislation and best market practices, ensures the link to performance, external context and market practices, business strategies and long-term interests of shareholders. Notably, the Remuneration Policy aims to define incentive systems consistent with corporate values and objectives (including those that take into account environmental, social and governance factors), with company results and with an effective risk management in line with the reference framework for determining the risk appetite and with capital and liquidity levels. Appropriate remuneration and incentive mechanisms strive to support the creation of a working environment that is inclusive of any form of diversity and capable of encouraging the expression of individual potential, attracting, retaining and motivating highly qualified resources. In line with our remuneration governance model characterized by clarity, reliability and transparency in the decision making processes, the Remuneration Policy is drawn up by the Human Resources function, with the involvement of the other company functions based on the area of expertise and validated by the Compliance and Risk Management function before being submitted to the Remuneration Committee. The Remuneration Policy, upon proposal of the Remuneration Committee, is submitted annually to the Board of Directors and subsequently to the Shareholders' Meeting for approval, in line with regulatory requirements.
	Information on the criteria used for performance measurement and ex ante and ex post risk adjustment. The link between profitability, risk and remuneration is guaranteed by directly linking the bonus pool with company results and relevant risk profiles as defined in the reference framework for determining the risk appetite. Notably, specific entry conditions are defined, which act as an ex-ante risk adjustment mechanisms and assess the Group's performance in terms of profitability, capital and liquidity. Only if all entry conditions are met, the bonus pool is confirmed with the possibility of applying further adjustments based on the overall assessment of the risk factors included in the risk-weighting mechanism "CRO dashboard". The CRO dashboard includes specific risk indicators taken from the Risk Appetite Framework1 Once the bonus pool is defined, individual bonuses are determined within the annual performance appraisal process, based on the principles of transparency and clarity to ensure a direct link between variable remuneration and performance. The variable remuneration awarded or paid is subject to ex-post risk adjustment mechanisms (malus and claw back respectively) that take into account, among others, individual behavior. Notably, these measures make it possible to reduce, cancel or request the return of any form of variable remuneration. For more details, please refer to the Focus on "Compliance breach, individual malus and claw back" in Section I paragraph 2.5.3 of the 2023 Remuneration Policy.
		Whether the management body or the remuneration committee where established reviewed the institution's remuneration policy during the past year, and if so, an overview of any changes that were made, the reasons for those changes and their impact on remuneration.
		In 2023, the Remuneration Committee reviewed the 2022 Remuneration Policy making appropriate changes to further align with market practices and the expectations and indications of investors and proxy advisors. The following are the main changes introduced compared to 2022: - In line with the "pay for sustainable performance" principle and to further strengthen the alignment of managerial interests with those of the shareholders, effective January 1st 2023, the share ownership requirements for the Chief Executive Officer and General Manager were increased from 100% to 200% of the fixed remuneration and for Executives with strategic responsibilities from 50% to 100% of the fixed remuneration. - A new section was drafted to describe the Group's initiatives to support employees' wellbeing and work-life balance, with a specific focus on the measures aimed at sustaining employees' purchasing power in the actual macro-economic context.

This process also applies to the definition of the bonus pool for Financial Advisors.

	Information of how the institution ensures that staff in internal control functions are remunerated independently of the businesses they oversee.
	In order to guarantee the independence of the corporate control functions (Internal Audit, Compliance, Risk Management, Anti-Money Laundering) from the results of the areas they monitor and to minimize potential conflicts of interest, no economic objectives or objectives linked to the economic results of the monitored areas are assigned. The individual objectives for the employees of these functions primarily reflect the performance of their own function. Additionally, the variable remuneration of Identified Staff of the Company Control Functions cannot exceed 1/3 of the fixed remuneration in line with the applicable regulatory framework and the incentive systems reflect the nature of their responsibilities and consistent with market practices.
	In order to adequately remunerate qualified and expert personnel in these functions, the Identified staff belonging to the corporate control functions benefit from a specific "Role based allowance", classified as fixed remuneration and related to the Global Band title.
	From a governance point of view, the Remuneration Committee directly supervises the remuneration of all Identified Staff belonging to the corporate control functions, regardless of their global band title, making proposals to the Board of Directors on the amounts of remuneration to be awarded. In addition, the Corporate Bodies Regulation provides that the Risk and Related Parties Committee is involved in setting and evaluating performance goals and in defining the overall
	remuneration of the Heads of corporate control functions. Economic goals are also avoided for the Head of Human Resources and the Manager in charge of financial statements, whose remuneration is predominantly fixed. For the Identified Staff belonging to the Control Functions, Human Resources and Manager in Charge, any implications on the annual bonus of the application of the Zero Factor clause, which is activated in the event of failure to achieve at
	least one of the access conditions, are assessed in a manner specifically by the Board of Directors, considering their independence from the economic results of the areas under their control. For the Identified Staff belonging to the Control Functions, Human Resources and Manager in Charge of the Financial Statements, the implications on the annual bonus of the application of the Zero Factor will be specifically assessed by the Board of Directors, considering their independence with respect to the economic results of the areas subject to
	their control. Policies and criteria applied for the award of guaranteed variable remuneration and severance payments.
	The other forms of remuneration are subject to an-hoc decision-making process through the involvement of the relevant
	functions and, where required, the corporate bodies. Welcome bonus or retention bonus are considered variable remuneration and are limited only to exceptional situations or related to hiring, the need to attract the best competencies from the market, the launch of special projects, high risk of leaving for critical/strategic employees/roles. Bonuses linked to the hiring of new staff cannot be paid more than once to the same person, neither by the bank nor by any other company of the banking group, and contribute to the determination of the limit to the ratio between fixed and variable remuneration of the first year, unless it is paid as a lump sum upon hiring. Role-Based Allowances are considered fixed remuneration.
	The other forms of remuneration are in any case granted in compliance with the regulations in force and the governance processes of FinecoBank S.p.A. and FinecoBank Group. All remuneration classified as variable remuneration is subject to the applicable rules (e.g. cap on the ratio between variable and fix remuneration, deferral) as well as to malus conditions and claw-back actions, as legally enforceable. With reference to severance pay, the Shareholders' Meeting of 10 April 2019 approved the Termination Payments Policy (so-called "Severance"), incorporating the regulatory provisions of the Circular no. 285/ 2013 of the Bank of Italy, and in particular the provisions regarding the amounts agreed in view of or on the occasion of the early termination of the employment relationship. For more details, refer to Section I paragraph 3.2.4 of the 2023 Remuneration Policy.
c) Description of the ways in which current and future risks are tak en into account in the remuneration processes.	As described in point b), the link between risk and remuneration is guaranteed by directly linking the bonus pool with the relevant risk profiles as defined in the reference framework for determining the risk appetite. The entry conditions for 2023 are the following: Net Operating Profit adjusted ≥0, Net Profit ≥0, CET1 Ratio >9 % (2023 RAF Capacity), Liquidity Coverage Ratio >101% (2023 RAF Capacity), Net Stable Funding Ratio >101% (2023 RAF Capacity). Notably, only if all entry conditions are met, the bonus pool is confirmed with the possibility of applying further adjustments (as a multiplier) based on the overall assessment of the risk factors included in the "CRO dashboard". The CRO dashboard is risk-adjustment mechanism that includes specific risk indicators taken from the Risk Appetite Framework connected to capital, liquidity, risk & return, credit, Interest Rate Risk on Banking Book, operational risk, such as LCR, EL stock, EV Sensitivity, ROAC etc.
	The Risk Management function performs the CRO Dashboard, on the basis of specific methodology approved by the Board of Directors, evaluation resulting in a multiplier of the bonus pool according to a negative (50% and 75%), neutral (100%) or positive (110% and 120%) ranges. The opportunity to award an extra performance in the bonus pool can only be granted in case of positive EVA at the end of the financial year2.
	For more details, refer to Section I paragraph 4.2 and 4.3 of the 2023 Remuneration Policy.
d) The ratios between fixed and variable remu neration set in accor dance with point (g) of Article 94(1) CRD.	In compliance with the applicable regulatory provisions, the Ordinary Shareholders' Meeting of FinecoBank established a maximum ratio between the variable and fixed component of the remuneration equal to 2:1 for employees belonging to the business functions. For the rest of the employees, a maximum ratio equal to 1:1 is usually adopted3 The variable remuneration of Identified Staff in company control functions cannot exceed 1/3 of the fixed remuneration. The remuneration is predominantly fixed for the Head of Human Resources and the Manager in charge of financial statements. For the aforementioned Functions, the incentive mechanisms are consistent with the assigned tasks as well as independent from the results of the areas under their control.
	In line with the applicable regulations, for Financial Advisors belonging to Identified Staff, a 2:1 ratio is applied between the non-recurring and the recurring component of the remuneration. The adoption of a ratio of 2:1 between variable and fixed compensation does not have any implication on the Bank's capacity to continue to respect all prudential rules, in particular capital requirements.

² The risk-adjustment mechanism applies also to the bonus pool for financial advisors with a correction range from 50% to 125%.

³ The variable component, if present, is limited for all the personnel of the corporate control functions and of the human resources function.

e) Description of the	An overview of main performance criteria and metrics for institution, business lines and individuals.
ways in which the in
stitution seeks to link performance during a performance measure	The link between profitability and remuneration is guaranteed by directly linking the bonus pool with company results. Notably, specific entry conditions are defined, which assess the Group's performance in terms of profitability, capital and liquidity.
ment period with levels of remuneration.	Entry conditions for 2023 take into consideration, in fact, the following corporate performance indicators: Net Operating Profit adjusted, Net Profit, CET1 Ratio, Liquidity Coverage Ratio, Net Stable Funding Ratio (for the definitions, refer to Section I, paragraph 4.2 of the 2023 Remuneration Policy).
	The achievement of all entry conditions allows to confirm the bonus pool defined in the budget phase by applying the "funding rate", a percentage of the Net Operating Profit (net of Provisions for Risk and Charges, corresponding to Profit Before Tax), and taking into consideration historical data analysis, expected profitability, business strategy and previous
	year pool. Further adjustments to the bonus pool can be applied on the basis of the overall assessment of the risk factors included in the so-called "CRO dashboard (as described in point c).
	For the subsidiary Fineco Asset Management DAC, additional entry conditions are envisaged at local level, which reflect the specific nature of the business, as well as other performance and risk adjustment parameters.
	With regard to employees, individual bonuses are defined within the annual performance appraisal process, based on the principles of transparency and clarity to ensure a direct link between variable remuneration and performance, taking into consideration the internal benchmarking analysis based on the role and in compliance with the maximum ratio between variable and fixed remuneration approved by the Shareholder's Meeting.
	The annual performance appraisal process requires a goal-setting phase at the beginning of the year for all Identified Staff. The individual goals are assigned through the Scorecard, which adequately balances economic-financial and non-economic factors and requires a minimum of 5 and maximum 8 goals that reflect the Bank and FinecoBank Group's strategy. The 2023 Scorecard includes 4-6 quantitative/strategic goals, equally weighted, with an overall incidence of 70% on the Scorecard, and up to 2 qualitative/sustainable goals with a 30% incidence on the Scorecard.
	For Company Control Functions, Human Resources department and the Manager in charge of financial statements, no goals linked to economic results area assigned, in order to minimize potential conflicts of interest and be independent from the results of the respective areas.
	The appraisal system is based on a 5-rating scale with a descriptive outcome (from "Below Expectations" to "Greatly Exceeds Expectations"), which drives the definition of the individual bonus amount. Additionally, individual behaviors (compliance with internal and external rules and regulations, absence of disciplinary
	actions and completion of mandatory training) are also considered in order to award bonuses. With regard to Financial Advisor Identified Staff, the performance assessment is based on specific parameters (by way
	of example, net sales, development activities etc.). In order to award incentives individual behaviors (compliance with internal and external rules, Compliance rules and Group's integrity values and regulations and absence of disciplinary actions) are also considered (compliance assessment). In addition, to further strengthen compliance, a "Scoring" system is in place, consisting of an adjustment mechanism resulting from the assessment of compliance indicators and quality of operations, relating to specific areas such as MIFID, transparency, mandatory training, AML etc. This system is applied during the incentive period and can lead to the revision of the amount of the accrued bonus.
	An overview of how amounts of individual variable remuneration are linked to institution-wide and individual
	performance.
	Variable remuneration is linked to company performance, as described in the previous point related to the bonus pool, the amount of which is directly proportional to the results achieved by the Bank. Individual bonus amounts are defined within the annual performance appraisal process, based on the principles of
	transparency and clarity to ensure a direct link between variable remuneration and performance.
	Information on the criteria used to determine the balance between different types of instruments awarded including shares, equivalent ownership interest, options and other instruments. Bonus is delivered for Identified Staff through immediate (upfront) and deferred installments - in cash or in FinecoBank ordinary shares - over a maximum 6-year period. No other financial instruments are currently envisaged. In line with Circular no. 285/2013 of the Bank of Italy, at least 50% of the overall variable remuneration of Identified Staff is paid in FinecoBank ordinary shares.
	56% of the bonus of the Chief Executive Officer and General Manager and for other roles provided for by the law (such as Deputy General Managers etc.) with significant variable remuneration is paid in shares. The share quota is equal to 55% for the roles provided by law with no significant variable remuneration. Finally, for the other identified staff with no significant amount of total variable remuneration, the share component of the
	variable remuneration is equal to 50%. With reference to Financial Advisors, a balanced structure of payments in cash (50%) and shares (50%) was defined in 2023.
	Information of the measures the institution will implement to adjust variable remuneration in the event that
	performance metrics are weak, including the institution's criteria for determining "weak" performance metrics. Specific entry conditions link the bonus pool to company performance, based on profitability, capital and liquidity indicators.
	The bonus pool is confirmed only if all entry conditions are met. If even one entry condition is not met, the Zero Factor clause is applied to the Identified Staff thus zeroing out the bonus pool for the reference year while previous systems deferrals could be reduced from 50% to 100% of their value, based
	on final actual results. For the rest of the population a significant reduction will be applied. It is understood that the BoD can allocate part of the pool for retention purposes or to ensure the competitiveness on the market. For the Identified Staff belonging to the Control Functions, Human Resources and Manager in Charge of the Financial Statements, the implications on the annual bonus of the application of the Zero Factor will be specifically assessed by
	the Board of Directors, considering their independence with respect to the economic results of the areas subject to their control.

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f) Description of the ways	An overview of the institution's policy on deferral, payout in instrument, retention periods and vesting of variable
in which the institution	remuneration including where it is different among staff or categories of staff.
seeks to adjust remuner
ation to take account of	Bonus is delivered through immediate (upfront) and deferred installments - in cash or in FinecoBank ordinary shares -
long-term performance.	over a maximum 6-year period. The payment structure has been defined in line with Bank of Italy provisions requiring a
	retention period for both upfront and deferred shares. The 2023 payment schemes are based on two time horizons (5 and 6 total years) differentiated on the basis of the target
	population and of the total amount of variable remuneration awarded for the performance year.
	For the CEO and GM and other roles provided by law with a significant amount of total variable remuneration in the
	performance year 2023 (>435,000 €) a 5-year deferral scheme applies with an overall payout structure of 6 years,
	with 60% of bonus deferred. 56% of the variable remuneration is delivered in shares (of which 20% upfront and 36%
	deferred), while 44% is pad in cash (of which 20% upfront and 24% deferred).
	For the other roles provided by law with no significant amount of total variable remuneration (≤435,000 €) a 5-year
	payout scheme applies with an overall payout structure of 6 years, with 50% of bonus deferred. 55% of the variable
	remuneration is delivered in shares (of which 25% upfront and 30% deferred), while 45% is paid in cash (of which 25%
	upfront and 20% deferred).
	For the other identified staff with no significant amount of total variable remuneration a 4-year deferral scheme applies
	with an overall payout structure of 5 years, with 40% of bonus deferred. 50% of the variable remuneration is delivered
	in shares (of which 30% upfront and 20% deferred), and 50% is paid in cash (of which 30% upfront and 20% deferred).
	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.
	Regarding Financial Advisors, for the Identified Staff with a significant amount of total variable remuneration a 4-year
	deferral scheme applies with an overall payout structure of 5 years, with 60% of bonus deferred. 40% of the bonus is
	deferred over a 4-year period for the Identified Staff with no significant amount of total variable remuneration. In order to align the long-term interests of the Bank's Management with the long-term value creation for shareholders, a
	share based long-term incentive plan for employees was launched. The Plan sets performance goals for the three-year
	performance period 2021-2023 in terms of value creation, industrial sustainability, risk and stakeholder value (ESG), in
	line with the 2020-2023 Multi Year Plan.
	The Plan performance goals such as ROAC, Net Sales of AUM, Cost Income Ratio, Cost of Risk on commercial loans, as
	well as ESG parameters namely customer satisfaction, people engagement and ESG rating for all new funds.
	The Plan provides for entry and malus conditions, claw-back conditions and a specific risk-adjustment mechanism.
	The plan provides for the allocation of FinecoBank ordinary shares to be delivered in several instalments over a multi
	year period starting from 2024, defined according to the categories of beneficiaries and in line with applicable regulatory
	provisions. For further details, please refer to Section I paragraph 5 of the 2023 Remuneration Policy.
	Information of the institution' criteria for ex post adjustments (malus during deferral and clawback after vesting,
	if permitted by national law).
	Malus and claw-back clauses may be activated in order to take into account individual behaviors in violation of external
	regulations or internal codes adopted in the reference period in which the variable remuneration in accrued4
	The malus clause, (i.e. the reduction/cancelation of the variable remuneration) can be activated within the referred
	period to the variable remuneration to be awarded or awarded but not already paid, related to the performance period,
	which the compliance "violation" is referred to.
	The claw-back clause, (i.e. the return of all or part of the variable remuneration) can be activated with reference to
	the overall variable remuneration already paid, awarded for the performance period which the "violation" is referred
	to, without prejudice to more restrictive local laws or provisions and as legally enforceable, for a period up to 5 years
	after each instalment (upfront or deferred) has become available to the beneficiary (that means after deferrals and/or
	applicable holding period), even after the termination of the employment relationship.
	Malus and claw-back can be activated in case the individual: - has adopted conduct that does not comply with legal, regulatory or statutory provisions or with codes of ethics or
	conduct applicable to the bank, which resulted in a significant loss for the bank or for customers;
	- has displayed further conduct that does not comply with legal, regulatory or statutory provisions or with codes of ethics
	or conduct applicable to the bank, in the cases envisaged by the latter;
	- has contributed with fraudulent behavior or gross negligence to incurring significant financial losses, or by his conduct
	had a negative impact on the risk profile or on other regulatory requirements at Bank or FinecoBank Group level;
	- has engaged in misconduct and/or fails to take expected actions which contributed to significant reputational harm to
	the Bank or the FinecoBank Group, or which were subject to disciplinary measures by the Authority;
	- is the subject of disciplinary measures and initiatives envisaged in respect of fraudulent behavior or characterized by
	gross negligence during the reference period;
	- has infringed the requirements set out by articles 26 TUB and 53 TUB, where applicable, or the obligations regarding
	remuneration and incentives.
	Furthermore, malus and claw-back reflect the performance levels net of the risks assumed or actually achieved.
	The entry conditions as described in point e) work as malus conditions for the deferrals of previous year's incentive
	systems.
	For more details, refer to Section I paragraph 2.5.3 of the 2023 Remuneration Policy.
	Where applicable, shareholding requirements that may be imposed on identified staff.
	In line with the "pay for sustainable performance" principle, minimum levels for company share ownership are set for
	Executives, aiming to align interests of top management to those of shareholders by assuring appropriate levels of personal investment in FinecoBank shares over time. Effective January 1st 2023, the Board of Directors has increased
	the share ownership requirements for the Chief Executive Officer and General Manager and the other Executives with
	strategic responsibilities, respectively to 200% and to 100% of the fixed remuneration.
	As a rule, the established levels described should be reached within 5 years from the first appointment in the covered
	role or starting from January 1st, 2023, for those already holding the above positions, and they should be maintained for
	the entire duration of the role covered.
	The established levels should be reached through a linear pro-rata approach, providing for a minimum portion every
	year.
	For more details, refer to Section I paragraph 2.5.4 of the 2023 Remuneration Policy.

⁴ Malus and claw back clauses apply also to Financial Advisors, compatibly with the specificity of their role..

g) The description of the	Information on the specific performance indicators used to determine the variable components of remuneration
main parameters and ra	and the criteria used to determine the balance between different types of instruments awarded, including shares,
tionale for any variable	equivalent ownership interests, share-linked instruments, equivalent non cash-instruments, options and other
components scheme and	instruments.
any other non-cash ben
efit in accordance with point (f) of Article 450(1) CRR.	The overall variable remuneration (bonus pool) is defined consistently with the performance of the Bank, by applying the funding rate, a percentage of the Net Operating Profit (net of Provisions for Risk and Charges, corresponding to Profit Before Tax), and taking into consideration historical data analysis, expected profitability, business strategy and previous year pool. Further adjustments to the bonus pool can be applied on the basis of the overall assessment of the risk factors included in the so-called "CRO dashboard (as described in point c). Furthermore, as described in point e), in order to confirm the bonus pool, all entry conditions - which take into account corporate performance indicators such as Adjusted Net Operating Profit, Net Profit, CET1 Ratio etc. - must be met. The incentive system for Identified Staff provides a balanced structure of "upfront" and "deferred" payments, in cash and/or in shares, to be paid over a multi-year period for all Identified Staff.
	With reference to the criteria adopted for balancing the share and cash components, please refer to point e) and for the description of the payout schemes refer to point f).
h) Upon demand from the relevant Member State or competent au thority, the total remu neration for each mem ber of the management body or senior manage ment.	Please refer to the 2023 Remuneration Report, Section II of the 2024 Remuneration Policy and Report.
i) Information on wheth er the institution benefits from a derogation laid down in Article 94(3) CRD in accordance with point (k) of Article 450(1) CRR.	For the purposes of this point, institutions that benefit from such a derogation shall indicate whether this is on the basis of point (a) and/or point (b) of Article 94(3) CRD. They shall also indicate for which of the remuneration principles they apply the derogation(s), the number of staff members that benefit from the derogation(s) and their total remuneration, split into fixed and variable remuneration. With reference to the remuneration paid in 2023, in line with the Circular no. 285/2013, the derogation was applied pertaining to art. 94 paragraph 3 letter b) of the CRD, according to which 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 derogation therefore applies to the principles of the Remuneration Policy concerning the deferral of at least 40% of variable remuneration. The Identified Staff who benefited from the derogation are 3, with a total remuneration of €349,860, of which fixed €279,860 and variable €70,000.
j) Large institutions shall disclose the quantitative information on the remu neration of their collec tive management body, differentiating between executive and non-exec utive members in accor dance with Article 450(2) CRR.	Please refer to the 2023 Remuneration Report, Section II of the 2024 Remuneration Policy and Report.

1.2 QUANTITATIVE DISCLOSURE

Template EU REM1 - Remuneration awarded for the financial year

			a	b	c	d
			MB Supervisory function	MB Management function	Other senior management	Other identified staff
1		Number of identified staff	13	1	4	30
2		Total fixed remuneration	€ 1,522,029	€ 1,000,000	€ 1,873,333	€ 14,233,984
3		Of which: cash-based	€ 1,522,029	€ 1,000,000	€ 1,873,333	€ 14,233,984
4		(Not applicable in the EU)
		Of which: shares or equivalent ownership
EU-4a		interests
	Fixed remuneration	Of which: share-linked instruments or equivalent
5		non-cash instruments
EU-5x		Of which: other instruments
6		(Not applicable in the EU)
7		Of which: other forms
8		(Not applicable in the EU)
9		Number of identified staff		1	4	29
10		Total variable remuneration		€ 3,860,000	€ 4,828,400	€ 5,339,500
11		Of which: cash-based		€ 378,400	€ 859,796	€ 1,950,100
12		Of which: deferred		€ 206,400	€ 457,616	€ 837,400
		Of which: shares or equivalent ownership
EU-13a		interests		€ 3,481,600	€ 3,968,604	€ 2,900,800
EU-14a	Variable remuneration	Of which: deferred		€ 3,009,600	€ 2,414,424	€ 1,568,600
		Of which: share-linked instruments or equivalent
EU-13b		non-cash instruments
EU-14b		Of which: deferred
EU-14x		Of which: other instruments				€ 488,600
EU-14y		Of which: deferred				€ 314,100
15		Of which: other forms
16		Of which: deferred
17	Total remuneration (2 + 10)		€ 1,522,029	€ 4,860,000	€ 6,701,733	€ 19,573,484

Column a: Management Body Supervisory function - includes all members who held the office of director during the year 2023, even for a fraction of the year.

Column d: Other Identified Staff - includes the recurring and non-recurring remuneration of the 11 Financial Advisors classified as Identified Staff for the year 2023, and the fix remuneration of one Identified Staff employee whose employment relationship ended during 2023.

Template EU REM2 - Special payments to staff whose professional activities have a material impact on institutions' risk profile (Identified Staff)

		a	b	c	d
		MB Supervisory function	MB Management function	Other senior management	Other identified staff
	Guaranteed variable remuneration awards
1	Guaranteed variable remuneration awards - Number of identified staff
2	Guaranteed variable remuneration awards -Total amount
3	Of which guaranteed variable remuneration awards paid during the financial year, that are not taken into account in the bonus cap
	Severance payments awarded in previous periods, that have been paid out during the financial year
4	Severance payments awarded in previous periods, that have been paid out during the financial year - Number of identified staff			1
5	Severance payments awarded in previous periods, that have been paid out during the financial year - Total amount			120,653
	Severance payments awarded during the financial year
6	Severance payments awarded during the financial year - Number of identified staff
7	Severance payments awarded during the financial year - Total amount
8	Of which paid during the financial year
9	Of which deferred
10	Of which severance payments paid during the financial year, that are not taken into account in the bonus cap
11	Of which highest payment that has been awarded to a single person

Note row 5 : amount paid in 2023 to an Executive with Strategic Responsibilities whose employment relationship ended in 2018. Note row 5: amount paid in 2023 to an Executive with Strategic Responsibilities whose employment relationship ended in 2018.

Template EU REM3 - Deferred remuneration

	Template EU REM3 - Deferred remuneration	a	b	c	d	e	f	EU-g	EU-h
	Deferred and retained	Total amount of	Of which due to vest in the	Of which vesting in	Amount of	Amount of performance adjustment	Total amount of adjustment during the	Total amount of deferred	Total of amount of deferred
	remuneration	deferred remuneration	financial year	subsequent financial years	performance	made in the financial year to deferred	financial year due to ex post implicit	remuneration awarded	remuneration awarded for previous
		awarded for previous			adjustment made in	remuneration that was due to vest in	adjustments (i.e.changes of value of	before the financial year	performance period that has vested
		performance periods			the financial year to	future performance years	deferred remuneration due to the	actually paid out in the	but is subject to retention periods
					deferred		changes of prices of instruments	financial year
					remuneration that
	1 MB Supervisory function
2	Cash-based
	Shares or equivalent
3	ownership interests
	Share-linked instruments
	or equivalent non-cash
4	instruments
5	Other instruments
6	Other forms
	7 MB Management function	€ 3,380,000	€ 2,162,000	€ 1,218,000			€ 595,442	€ 681,689	€ 307,000
8	Cash-based	€ 838,400	€ 290,000	€ 548,400				€ 290,000
	Shares or equivalent
9	ownership interests	€ 2,541,600	€ 1,872,000	€ 669,600			€ 595,442	€ 391,689	€ 307,000
	Share-linked instruments
	or equivalent non-cash
10	instruments
11	Other instruments
12	Other forms 13 Other senior management	€ 4,436,835	€ 1,801,234	€ 2,635,601			€ 189,367	€ 1,994,183	€ 1,102,478
14	Cash-based	€ 1,816,979	€ 626,952	€ 1,190,027				€ 569,505
	Shares or equivalent
15	ownership interests	€ 2,619,856	€ 1,174,282	€ 1,445,575			€ 189,367	€ 1,424,678	€ 1,102,478
	Share-linked instruments
	or equivalent non-cash
16	instruments
17	Other instruments
18	Other forms
	19 Other identified staff	€ 4,150,966	€ 1,616,622	€ 2,534,344			€ 90,026	€ 1,392,877	€ 979,972
20	Cash-based	€ 2,101,322	€ 584,000	€ 1,517,322				€ 435,272
	Shares or equivalent
21	ownership interests	€ 1,472,520	€ 876,140	€ 596,380			€ 120,463	€ 928,465	€ 889,250
	Share-linked instruments
	or equivalent non-cash
22	instruments
23	Other instruments	€ 577,124	€ 156,482	€ 420,642			-€ 30,437	€ 29,141	€ 90,722
24	Other forms
	25 Total amount	€ 11,967,801	€ 5,579,856	€ 6,387,945			€ 874,835	€ 4,068,749	€ 2,389,450

Note column f : the total amount considers the amounts vested in the financial year (column b) and results from the change in the prices of the instruments (value at the grant compared to the current value).

Note column EU-h : the total amount includes the deferred portions of previous years's incentive systems vested before 2023 and subject to retention in 2023.

Note Other identified staff : includes the recurring and non-recurring remuneration of the 11 Financial Advisors classified as Identfied Staff for the year 2023.

Note Other senior management : included an Executive with strategic responsibility whose employment relationship ended in 2018.

Template EU REM4 - Remuneration of 1 milion EUR or more per year

Template EU REM4 - Remuneration of 1 million EUR or more per year

		a
	EUR	Identified staff that are high earners as set out in Article 450(i) CRR
1	Da 1 000 000 to below 1 500 000	7
2	Da 1 500 000 to below 2 000 000	2
3	Da 2 000 000 to below 2 500 000	2
4	Da 2 500 000 to below 3 000 000
5	Da 3 000 000 to below 3 500 000
6	Da 3 500 000 to below 4 000 000
7	Da 4 000 000 to below 4 500 000
8	Da 4 500 000 to below 5 000 000	1
9	Da 5 000 000 to below 6 000 000
10	Da 6 000 000 to below 7 000 000
11	Da 7 000 000 to below 8 000 000

Column a : are included Financial Advisors classified as Identified Staff.

Template EU REM5 - Information on remuneration of staff whose professional activities have a material impact on institutions' risk profile (Identified staff)

	Template EU REM5 - Information on remuneration of staff whose professional activities have a material impact on institutions' risk profile (identified staff)
		a	b	c	d	e	f	g	h	i	j
			Management body remuneration		Business areas
		MB Supervisory function	MB Management function	Total MB	Investment banking	Retail banking	Asset management	Corporate functions	Independent internal control functions	All other	Total
1	Total number of identified staff										48
2	Of which: members of the MB	13	1	14
3	Of which: other senior management							4
4	Of which: other identified staff							14	5	11
5	Total remuneration of identified staff	€ 1,522,029	€ 4,860,000	€ 6,382,029				€ 13,292,433	€ 1,013,785	€ 11,969,000
6	Of which: variable remuneration		€ 3,860,000	€ 3,860,000				€ 8,704,900	€ 216,000	€ 1,247,000
7	Of which: fixed remuneration	€ 1,522,029	€ 1,000,000	€ 2,522,029				€ 4,587,533	€ 797,785	€ 10,722,000

Column a: Management Body Supervisory function - includes all members who held the office of director during the year 2023, even for a fraction of the year. Column h: Independent internal control funtions - includes the fix remuneration of one Identified Staff employee whose employment relationship ended during 2023.

Column i: Other Identified Staf f - includes the recurring and non-recurring remuneration of the 11 Financial Advisors classified as Identified Staff for the year 2023, and the fix remuneration of one Identified Staff employee whose employment relationship ended during 2023.