FinecoBank — Remuneration Information 2026

Mar 27, 2026

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FINECO

2026

ANNEX II

REMUNERATION POLICY AND REPORT FINECOBANK GROUP

COMPENSATION SYSTEMS BASED ON FINANCIAL INSTRUMENTS FOR FINECOBANK STAFF

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1 INTRODUCTION

2 2026 INCENTIVE SYSTEM FOR IDENTIFIED STAFF

3 2026 INCENTIVE SYSTEM FOR FINANCIAL ADVISORS BELONGING TO IDENTIFIED STAFF

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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, 2026 which is called to resolve, inter alia, upon the approval for 2026 of the following new incentives plans:

• "2026 Incentive System" aiming at rewarding the Chief Executive Officer and employees Identified Staff, 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;

• "2026 Incentive System for Identified Staff Financial Advisors" aiming at rewarding Financial Advisors Identified Staff, 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 "FinecoBank Compensation Systems" already approved by the Shareholders' Meetings of April 29 2025, April 24 2024, April 27 2023, April 28 2022, April 28 2021 and April 28, 2020, , 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:

• 2025 Incentive System
• 2025 Incentive System for Identified Staff Financial Advisors
• 2024 Incentive System
• 2024 Incentive System for Identified Staff Financial Advisors
• 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

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".

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1

INTRODUCTION

2

2026 INCENTIVE SYSTEM FOR IDENTIFIED STAFF

3

2026 INCENTIVE SYSTEM FOR FINANCIAL ADVISORS BELONGING TO IDENTIFIED STAFF

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2026 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 2026 Incentive System (hereinafter also "2026 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 I BENEFICIARIES OF THE PLAN

The 2026 Incentive System is addressed to the executive members of the Board of Directors and to FinecoBank employees who fall within the category of Identified Staff, whose activities have an impact on the Bank's risks, as specified in Section I, paragraph 4.1. As of the date of publication of this document, the total number of beneficiaries amounts to 24¹.

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 2026 System.

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

The Identified Staff of FinecoBank who will benefit from the 2026 System are defined in application of the criteria provided by the relevant regulatory framework, as follows:

• Chief Executive Officer (CEO), General Manager (GM), Deputy General Managers (DGM), Executive Vice Presidents (EVP), Senior Vice Presidents (SVP);
• 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 2026 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

¹ As specified in Section I, paragraph 4.2, t the personnel of Fineco Asset Management DAC (FAM) classified as Identified Staff are not included, as they are beneficiaries of FAM's 2026 Incentive System.

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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 responsibilities fall within this case; therefore, this provision does not apply.

c) Natural persons controlling FinecoBank, who are employee or independent contractor of FinecoBank

There are no natural persons exercising control over FinecoBank who fall within this case; therefore, this provision does not apply.

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 2026 System, there are 4 FinecoBank executives who fall within the category of individuals with regular access to inside information and who have the authority to make management decisions that may influence the development and future prospects of FinecoBank. As of the date of publication of this document, the Executives with strategic responsibilities, in addition to Mr. Foti, Chief Executive Officer and General Manager, are:

• 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 does not apply.

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

There are no categories of employees for which differentiated features of the 2026 System have been provided.

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 2026 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 2026 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;

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• the definition of a balanced structure of upfront (done at the moment of performance evaluation) and deferred payments, in cash and in shares;
• the granting of a portion of variable remuneration in the form of free FinecoBank ordinary shares. In line with the applicable regulatory provisions, the defined payout structure provides for a one-year retention period, after which the shares are delivered (both for the upfront payment and for the deferred payment);
• 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 capital, liquidity and profitability, as well as individual compliance and clawback clauses.
• the purchase and disposal of treasury shares in accordance with Article 2357 of the Italian Civil Code.

2.2.2 Key factors and performance indexes taken into account for the assignment of plans based on financial instruments.

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 (2027-2032) subject to continuous employment at each payment date as follows:

• payment in 2027 of the first cash instalment and the grant of the first tranche in FinecoBank free ordinary shares (with the applicable one-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 2028-2032 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);
• the distribution of share-based payments takes into account the applicable regulatory provisions relating to a 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 2026 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 time, the 2026 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 2026 System provides that, in 2027, the promise of payment of the incentive in cash and in shares will be made. The percentages of the payments in cash and in shares will be determined according to the category of beneficiaries, as illustrated hereafter.

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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 time, the 2026 System does not provide for the granting of financial instruments of the type described above.

2.2.5 Considerations with respect to relevant tax and accounting implications, taken into account in the definition of the plans

The 2026 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 2026 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 22, 2026, approved the proposal related to the 2026 System to be submitted to the Ordinary Shareholder's Meeting called on April 29, 2026. In addition, at the same meeting, the Board of Directors submitted to the Ordinary Shareholders' Meeting a proposal to grant authorization for the purchase and disposal of treasury shares, subject to authorization by the Supervisory Authorities.

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 2026 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 2026 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.

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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 the event of transactions modifying FinecoBank capital, the Company can adjust the number of shares that can be awarded according to the 2026 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 number of shares to be allocated in the respective instalments (as described at paragraph 2.4.1.) shall be defined in 2027 based on the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month following the Board resolution that assesses 2026 performance results.

It is estimated that a maximum of 484,673 FinecoBank free ordinary shares - representing approximately 0.08% of FinecoBank's current share capital - will be granted, also considering potential new hires of Identified Staff, in-year identification of new Identified Staff, severance, or other needs that cannot currently be foreseen. These shares will be purchased on the market, subject to authorization by the Supervisory Authority.

Over the period 2028-2032 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 one-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 2026 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 2026 System, he did not participate in the BoD's decision concerning the definition of the 2026 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 22, 2026 approved the proposal related to the 2026 System to be submitted to FinecoBank Shareholders' Meeting.

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

On January 21, 2026 the FinecoBank Remuneration Committee expressed a positive opinion on the decision-making criteria and the methodology developed for the definition of the 2026 System PFA, endorsing their rationale 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 2026 Incentive System (January 22, 2026) is equal to €22.29 and that of the date of the positive opinion released by the Remuneration Committee of FinecoBank (January 21, 2026) is equal to €22.03.

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 market, 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 2026 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 2026 System provides that in 2027 the Board of Directors – once verified the achievement of the goals defined for 2026 – will define the payments in cash and shares established for each category of beneficiaries, as illustrated in the table below:

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	2027	2028	2029	2030	2031	2032
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 with no “significant amount” of variable pay	25% cash	25% shares	10% cash	10% shares	10% shares	10% cash
10% shares
Other Identified Staff with no “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 2027, on the basis of the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month following the Board resolution that evaluates the 2026 performance results. The maximum number of Fineco free ordinary shares to be issued within the 2026 System is estimated at 484,673 representing about 0.08% 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 other Identified Staff 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 (2027-2032) 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 on the condition that the relationship with the beneficiary is in place at the time of each payment⁴. The free shares related to the 2026 System will be allocated by FinecoBank in multiple instalments (as shown in the table above) subject to the assessment in 2027 of the 2026 results by the Board of Directors.

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2.4.3 The termination date of the plan

The 2026 Incentive System will lapse by July 2032.

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 484,673, representing about 0.08% of FinecoBank current share capital, also considering also considering potential new hires of Identified Staff, in-year identification of new Identified Staff, severance, or other needs that cannot currently be foreseen.

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 2026 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. Entry condition criteria and the risk assessment are also considered.

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 2026 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. It should be noted that a floor may be defined for retention purposes and to maintain the minimum pay levels required to remain competitive 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 2026 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 2026 Remuneration policy, beneficiaries are

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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 2026 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 2026 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 2026 I 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 2026 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 2026 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, may account to approximately €7m (of which approximately €4m in financial instruments) to be spread over 6 years. Nevertheless, at this stage it is not possible to define the exact cost in each year of life of the 2026 Incentive System, since the definition of the actual incentive to be allocated is subject to resolution of the Board of Directors.

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

The 2026 Incentive Plan does not involve a dilution effect in the strict sense, as the FinecoBank shares granted are purchased on the market and do not result from a free capital increase.

2.4.14 Any limitation to the voting and to the economic rights

At this stage, the 2026 System does not provide for any limitation to the voting or economic rights of the shares allocated.

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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 2026 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 2026 System does not provide for options.

2.4.17 The termination date of the options

The 2026 System does not provide for options.

2.4.18 The modalities, time limits and clauses for the exercise of the options

The 2026 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 2026 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 2026 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 2026 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 2026 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 the event of transactions that entail changes to FinecoBank share capital, the Company may adjust the number of shares that can be granted under the 2026 System, applying the adjustment factors recommended by the Supervisory Authorities.

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1. INTRODUCTION
2. 2026 INCENTIVE SYSTEM FOR IDENTIFIED STAFF
3. 2026 INCENTIVE SYSTEM FOR FINANCIAL ADVISORS BELONGING TO IDENTIFIED STAFF

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THE 2026 INCENTIVE SYSTEM FOR FINANCIAL ADVISORS BELONGING TO IDENTIFIED STAFF (HEREAFTER ALSO "2026 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 2026 Incentive System for Financial Advisors belonging to Identified Staff. The Plan provides for the allocation, to selected 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 FinecoBank Financial Advisors eligible for the 2026 Incentive System PFA is 25 Identified Staff whose activities have a material impact 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 Managers 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 among the beneficiaries of the 2026 Incentive System PFA; therefore, this provision does not apply.

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 eligible for the 2026 Incentive System PFA; therefore, this provision does not apply.

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 2026 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

There are no Executives in FinecoBank who fall within this category; therefore, this provision does not apply.

c) natural persons controlling FinecoBank, who are employee or independent contractor of FinecoBank

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There are no natural persons controlling FinecoBank who fall within this category; therefore, this provision does not apply.

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

There are no FinecoBank Executives who fall within this category; therefore, this provision does not apply.

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 does not apply.

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

There are no employee categories that fall within this case; therefore, this provision does not apply.

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 2026 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 2026 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 granting of a portion of variable remuneration in the form of free FinecoBank ordinary shares, coherently with the applicable regulatory requirements, the defined payout structure provides for a one-year retention period, after which the shares are delivered (both for the upfront payment and for the deferred payment);
• 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;
• the purchase and disposal of treasury shares in accordance with Article 2357 of the Italian Civil Code.

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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 (2027-2031), as indicated below, subject to the continuity of the agency relationship of the beneficiaries:

• in 2027 the first cash instalment of the overall incentive will be paid and the first share instalment will be granted, 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 2028-2031 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 2026 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 time, the 2026 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 2026 Incentive System PFA provides that in 2027 the promise of payment of the incentive in cash and in shares will be made.

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 2026 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 2026 Incentive System PFA definition was not influenced by significant tax or accounting considerations.

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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 2026 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 22, 2026, approved the proposal related to the 2026 Incentive System PFA to be submitted to the Ordinary Shareholder’s Meeting called on April 29, 2026. In addition, at the same meeting, the Board of Directors submitted to the Ordinary Shareholders’ Meeting a proposal to grant authorization to purchase and to dispose of treasury shares, subject to authorization by 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 2026 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 2026 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.

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 the event of transactions modifying FinecoBank capital, the Company can adjust the number of shares that can be awarded according to the 2026 System, applying the adjustment factors recommended by the Supervisory Authorities.

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 2026 Incentive System PFA, in 2027 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 at Euronext Milan on each trading day in the month following the Board’s resolution that assesses the 2026 performance results.

It is estimated that a maximum number of 181,752 FinecoBank free ordinary shares – representing about 0.03% of FinecoBank share capital – will be purchased from the market, subject to authorization by the Supervisory Authorities.

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Over the period 2028-2031 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 2026 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 22, 2026 approved the proposal related to the 2026 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

On January 21, 2026 the FinecoBank Remuneration Committee expressed a positive opinion on the decision-making criteria and the methodology developed for the definition of the 2026 Incentive System PFA, endorsing their rationale and motivations.

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 2026 Incentive System PFA proposal (January 22, 2026) is equal to €22.29 and on the date of the decision made by the Remuneration Committee of FinecoBank (January 21, 2026) is equal to € 22.03.

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 markets in compliance with the current regulations. It is also noted that analogous

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disclosure to the market, if required, will be made available upon any other following resolution adopted by the Board of Directors of the 2026 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 sustainable performance parameters and risk-reward alignment will be evaluated by the Remuneration Committee and by the Risks and Related parties Committee and defined by the Board of Directors.

The 2026 Incentive System PFA provides that in 2027 the Board of Directors – once verified the achievement of the goals defined for 2026 – will define the payments in cash and shares, as illustrated in the table below:

	2027	2028	2029	2030	2031
Financial Advisors belonging to Identified Staff with no significant amount^{5} 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 with no significant amount of total variable remuneration	30%
cash	30%
shares	10%
shares	10%
cash
10%
shares	10%
cash

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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 2027, based on the arithmetic mean of the official closing price of FinecoBank ordinary shares during the month following the Board resolution that verifies 2026 performance results.

The maximum number of FinecoBank free ordinary shares is estimated at 181,752, representing about 0.03% 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 (2027-2031) 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 payment date. FinecoBank will allocate shares linked to the 2026 Incentive System PFA in multiple instalments (as shown in the table above), subject to the assessment in 2027 of the achievement of the 2026 goals by the Board of Directors.

3.4.3 The termination date of the plan

The 2026 Incentive System PFA will lapse by July 2031.

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 181,752 representing about 0.03% of FinecoBank share capital.

At this stage, it is not possible to indicate the maximum number of shares allocated in each fiscal year during the life of the 2026 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 specific 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. It should be noted that a floor may be defined for retention purposes and to maintain the minimum pay levels required to remain competitive in the market.

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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 2026 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 2026 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 2026 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 2026 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 2026 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 2026 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 2026 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.

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On the basis of these estimations, the overall expected cost for FinecoBank (IAS cost) on the basis of the effective performance conditions met, may account to approximately €3m (of which approximately €1.5m in financial instruments) to be spread over 5 years. Nevertheless, at this stage it is not possible to define the exact cost in each year of life of the 2026 Incentive System PFA, since the definition of the actual incentive to be allocated is subject to the resolution of the Board of Directors.

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 2026 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 2026 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 2026 Incentive System PFA provides only for the use of FinecoBank ordinary shares negotiated on regulated markets.

3.4.16 The number of financial instruments belonging to each option

The 2026 Incentive System PFA does not provide for options.

3.4.17 The termination date of the options

The 2026 Incentive System PFA does not provide for options.

3.4.18 The modalities, time limits and clauses for the exercise of the options

The 2026 Incentive System PFA does not provide for options.

3.4.19 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 2026 Incentive System PFA does not provide for options.

3.4.20 In case the strike price is different from the fair market value as determined pursuant to point 3.4.19.b, the indication of the reasons for such difference

The 2026 Incentive System PFA does not provide for options.

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

The 2026 Incentive System PFA does not provide for options.

3.4.22 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 2026 Incentive System PFA does not provide for options.

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3.4.23 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 adjust the number of shares that can be awarded under the 2026 Incentive System PFA, applying the adjustment factors recommended by the Supervisory Authorities.

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INCENTIVE PLANS BASED ON FINANCIAL INSTRUMENTS Table no. 1 of scheme 7 of Annex 3A Regulation no. 11971/1999 Date: March 11/03/2026
	Box 1 - Financial Instruments other than Stock Opion (B)
		Section 1 - Instruments related to outstanding plans, approved by previous shareholder meeting resolutions
Name or category (1)	Capacity	Date of shareholder/ meeting resolution	Type of financial instruments (12)	Number of financial instruments (11)	Assignment date (15)	Purchase price of financial instruments, if any	Market price at the assignment date	Vesting Period (14)
Alessandro Foti	AO/DG	28/04/20	FinecoBank	8,811	08/02/2021 qtr 09/02/2021 cda/oc	0	13.618	09/02/2021 09/02/2022 cda/oc
Alessandro Foti	AO/DG	28/04/21	FinecoBank	15,794	07/02/2022 qtr 09/02/2022 cda/oc	0	15.195	09/02/2022 07/02/2023
Alessandro Foti	AO/DG	28/04/21	FinecoBank	190,434	08/02/2021 qtr 09/02/2021 cda/oc	0	14.178	09/02/2021 07/02/2027
Alessandro Foti	AO/DG	28/04/22	FinecoBank	18,768	06/02/2023 qtr 07/02/2023 cda/oc	0	16.495	07/02/2023 07/02/2026
Alessandro Foti	AO/DG	27/04/23	FinecoBank	22,680	05/02/2024 qtr 06/02/2024 cda/oc	0	13.650	06/02/2024 07/02/2027
Alessandro Foti	AO/DG	24/04/24	FinecoBank	31,440	05/02/2025 qtr 06/02/2025 cda/oc	0	17.810	06/02/2025 07/02/2028
4 Executives with Strategic Responsibility		28/04/20	FinecoBank	17,497	08/02/2021 qtr 09/02/2021 cda/oc	0	13.618	09/02/2021 07/02/2024
4 Executives with Strategic Responsibility		28/04/21	FinecoBank	34,786	07/02/2022 qtr 09/02/2022 cda/oc	0	15.195	09/02/2022 07/02/2025
4 Executives with Strategic Responsibility		28/04/21	FinecoBank	121,872	08/02/2021 qtr 09/02/2021 cda/oc	0	14.178	09/02/2021 07/02/2027
4 Executives with Strategic Responsibility		28/04/22	FinecoBank	41,133	06/02/2023 qtr 07/02/2023 cda/oc	0	16.495	07/02/2023 07/02/2026
4 Executives with Strategic Responsibility		27/04/23	FinecoBank	50,280	05/02/2024 qtr 06/02/2024 cda/oc	0	13.650	06/02/2024 07/02/2027
4 Executives with Strategic Responsibility		24/04/24	FinecoBank	71,903	05/02/2025 qtr 06/02/2025 cda/oc	0	17.810	06/02/2025 07/02/2028
Other employees: Executives		28/04/21	FinecoBank	10,296	07/02/2022 qtr 09/02/2022 cda/oc	0	15.195	09/02/2022 07/02/2025
Other employees: Executives and Managers		28/04/21	FinecoBank	143,668	08/02/2021 qtr 09/02/2021 cda/oc	0	14.178	09/02/2021 07/02/2026
Other employees: Executives and Managers		28/04/22	FinecoBank	21,205	06/02/2023 qtr 07/02/2023 cda/oc	0	16.495	07/02/2023 07/02/2026
Other employees: Executives and Managers		27/04/23	FinecoBank	33,210	05/02/2024 qtr 06/02/2024 cda/oc	0	13.650	06/02/2024 07/02/2027
Other employees: Executives and Managers		24/04/24	FinecoBank	58,403	05/02/2025 qtr 06/02/2025 cda/oc	0	17.810	06/02/2025 07/02/2028
Independent Contractors: Financial Advisors		11/04/18	FinecoBank	6,194	04/05/2018 qtr 08/05/2018 cda/oc	0	14.750	08/05/2018 07/02/2023
Independent Contractors: Financial Advisors		28/04/22	FinecoBank	5,493	06/02/2023 qtr 07/02/2023 cda/oc	0	16.369	07/02/2023 07/02/2024
Independent Contractors: Financial Advisors		27/04/23	FinecoBank	10,074	05/02/2024 qtr 06/02/2023 cda/oc	0	13.013	06/02/2024 07/02/2025
Independent Contractors: Financial Advisors		24/04/24	FinecoBank	36,278	05/02/2025 qtr 06/02/2025 cda/oc	0	17.982	06/02/2025 07/02/2026
		Section 2 - Financial Instruments to be assigned on the basis of the decision of: ☐ BoD, as to be proposed to shareholders' meeting ☑ competent Body to implement shareholder meeting resolution (9)
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Alessandro Foti	CEO/GM	29/04/25	FinecoBank	24,962	04/02/2026 qtr 05/02/2026 cda/oc	0	22.433	06/02/2026 07/02/2029
4 Executives with Strategic Responsibility		29/04/25	FinecoBank	58,609	04/02/2026 qtr 05/02/2026 cda/oc	0	22.433	06/02/2026 07/02/2029
Other employees: Executives* and Managers		29/04/25	FinecoBank	43,793	04/02/2026 qtr 05/02/2026 cda/oc	0	22.433	06/02/2026 07/02/2029
Independent Contractors: Financial Advisors		29/04/25	FinecoBank	51,552	04/02/2026 qtr 05/02/2026 cda/oc	0	20.086	06/02/2026 07/02/2027

• In line with the regulatory framework, the CEO of Fineco Asset Management DAC - identified Staff of the Company, the Bank and the Group - is a beneficiary of FAM's 2025 Incentive System, that provides for payments in financial instruments pursuant to the UOTS directive.

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	Box 2 - Stock Option
		Section 1 - Options related to outstanding plans approved on the basis of previous shareholder meeting resolutions (8)
Name or category (1)	Capacity	Date of shareholders' meeting resolution	Type of financial instruments (12)	Number of financial instruments (11)	Financial instruments underlying the options exercised (13)	Assignment date (13)	Exercise price	Market price of underlying shares at the assignment date	Exercise period (from - to)
Alessandro Foti	CIO/GM	ND	ND	ND	ND	ND	ND	ND	ND
4 Executives with Strategic Responsibility		ND	ND	ND	ND	ND	ND	ND	ND
Other employees: Executives		ND	ND	ND	ND	ND	ND	ND	ND
Independent Contractors: Financial Advisors		ND	ND	ND	ND	ND	ND	ND	ND
		Section 2 - Options to be assigned on the basis of the decision of: ☐ BoD as to proposed to the shareholders' meeting; ☐ competent Body to implement shareholders' meeting resolution (9)
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Name or category (1)	Capacity	Date of shareholders' meeting resolution	Instrument description (12)	Number of options	Assignment date (10)	Exercise price	Market price of underlying shares at the assignment date	Exercise period (from - to)
Alessandro Foti	AS/DG	ND	ND	ND	ND	ND	ND	ND
4 Executives with Strategic Responsibility		ND	ND	ND	ND	ND	ND	ND
Other employees: Executives		ND	ND	ND	ND	ND	ND	ND
Independent Contractors: Financial Advisors		ND	ND	ND	ND	ND	ND	ND

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FOOTNOTES TO THE TABLE:

(1) The issuer shall fill-in a line for each beneficiary namely identified as well as for each category contemplated by the plan; for each individual or category shall be indicated a specific line for: i) each type of financial instrument or option granted (e.g., different exercise prices and/or exercise dates imply different type of options); ii) each plan approved by different shareholders' meetings.

(2) Indicate the name of the members of the board of directors or management body of the issuer and of its subsidiaries or parent companies.

(3) Indicate the name of the General Manager of the shares issuer.

(4) Indicate the name of the individuals controlling the issuer of stocks, who are employee or who render their services to the issuer of stock without being employee of the same.

(5) Indicate the name of other executives with strategic responsibilities of the shares issuer not classed 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 managers of the financial instrument issuer.

(6) Indicate the category of executives with strategic responsibilities for whom there is an indication by category is.

(7) Indicate the category of other employees and the category of independent contractors not employed by the issuer. The issuer shall fill-in different lines in connection with the categories of employees or independent contractors for which the plan provides for different characteristics (e.g., managers, officers, employees).

(8) The relevant data shall refer to financial instruments relating to plans approved by means of:

i. shareholders' resolutions adopted prior to the date on which the competent corporate body approves the proposal to the shareholders' meeting and/or

ii. shareholders' resolutions adopted prior to the date on which the competent corporate body implements the shareholders' resolution;

therefore the table shall indicate:

• in the event under i) above, data adjourned as at the date of the competent body's proposal to the shareholders' meeting (in which case the table is attached to the information document prepared for the shareholders' meeting called to approve the plan);

• in the event under ii) above, data adjourned as at the date of the competent body's resolution implementing the plan, (in which case the table is attached to the information documents to be published following the competent body's resolution implementing the plan);

(9) The data may refer to:

a. the resolution of the board of directors preceding the shareholders' meeting, as to the table attached to the information document submitted to the same; in such event the table shall indicate only the characteristics already defined by the board of directors;

b. the resolution of the corporate body which resolves upon the implementation of the plan following the approval by the shareholders' meeting, in the event the table is attached to the press release to be issued following such last resolution implementing the plan.

In both the aforesaid cases the issuer shall cross out the corresponding box relating to this footnote No. 9. For the data not available the issuer shall indicate in the corresponding box the code "N.A." (Not available).

(10) In case the date of the assignment is different from the date on which the remuneration body (comitato per la remunerazione), if any, makes the proposal relating to such assignment, the issuer shall indicate also the date of such proposal highlighting the date of the board of directors or the competent corporate body's resolution with the code "cda/oc" (for the board of directors/competent body) and the date of the proposal of the remuneration body (comitato per la remunerazione) with the code "cpr" (for the remuneration body).

(11) The number of options held at the end year, preceding the date in which the shareholder's meeting is called resolve the new allocation.

(12) Indicate for example, in box 1: i) stock of issuer X, ii) financial instrument indexed to issuer Y stock value, and in box 2: iii) option on issuer W stock with physical settlement; iv) option on issuer Z stock with cash settlement, etc.

(13) The number of option exercised from the beginning of the plan until the end year, preceding the date in which the shareholder's meeting is called to resolve a new stock option plan.

(14) Vesting period means the period between the moment in which the right to participate to the incentive system is granted and the moment in which the right may be exercised.

2026 REMUNERATION POLICY AND REPORT ANNEX II

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CERTIFIED

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