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FinecoBank — Remuneration Information 2026
Mar 27, 2026
4321_rns_2026-03-27_6290e11d-e006-4fca-8926-0452a3cf2887.pdf
Remuneration Information
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CERTIFIED
FINECO
2026
ANNEX I
DISCLOSURE ON REMUNERATION
PURSUANT TO ARTICLE 450
OF THE REGULATION (EU)
NO. 575/2013 AND TO
REGULATION (EU) NO. 637/2021
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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 2025, 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 2025, 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 2025.
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).
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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: Mr. Gianmarco Montanari, Ms. Giancarla Branda and Mr. Marin Gueorguiev, which are independent pursuant to Article 148 TUF and Article 2 of the Corporate Governance Code.
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 2025 Remuneration Policy).
The Remuneration Committee held 11 meetings in 2025.
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 2025 the Committee, in performing its duties, was supported by an external consultant (Deloitte Consulting), 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.
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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 2025: 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 who fall within the 0.3% of PFAs in the Network with the highest total compensation, as well as 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 2025 Remuneration Policy.
An overview of the key features and objectives of remuneration policy, and information about the decision-making process used for determining the remuneration policy and the role of the relevant stakeholders.
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 evaluated 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.
b) Information relating to the design and structure of the remuneration system for identified staff
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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 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 of the Risk Appetite Framework (this process also applies to the definition of the bonus pool for Financial Advisors). For more details, please refer to Section I paragraph 4.2 of the 2025 Remuneration Policy.
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 clawback 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 clawback" in Section I paragraph 2.5.3 of the 2025 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 2025, the Remuneration Committee reviewed the 2024 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 2024:
- In line with the Pay for Sustainable Performance principle and to further strengthen the alignment of management's interests with those of shareholders, effective January 1st, 2025, the share ownership requirements were increased: for the Chief Executive Officer and General Manager from 200% to 300% of fixed remuneration and for the other Executives with strategic responsibilities from 100% to 200% of fixed remuneration.
- As part of the Group's commitment to ensuring the Remuneration Policy is gender-neutral and, specifically, with reference to the objective to improve the Gender Equity Pay Gap, included in the 2024-2026 Long-Term Incentive Plan, the methodology used to calculate the indicator has been further refined. This enhancement enables to identify more accurately eventual disparities, in line with the provisions of EU Directive 2023/970 on Pay Transparency.
- In keeping with the principle of compliance with regulatory requirements, the key principles set out in the ECB's Draft Guide on governance and risk culture have been incorporated into the Compliance Drivers. As part of the Group's commitment to enhance the risk and compliance culture, the "Tone from the Top" performance objective, which is included in the scorecard of all identified employees, has been strengthened in relation to the 2025 Incentive System. In addition, the thresholds for the achievement of the Entry Conditions in the 2025 Employees and Personal Financial Advisors Incentive Systems were raised.
- To further improve the transparency of the Group's remuneration practices and in line with the principle of Pay for Performance, the disclosure of the link between performance and bonus is enhanced by explaining the different payout thresholds linked to the overall performance appraisal. In the incentive curve, the percentage of payout is measured by a linear progression between the minimum and the maximum rating.
- In order to meet the suggestions of the shareholders, the circumstances for granting other remuneration components (e.g. welcome bonus and retention bonus) and the limits on their use are further described in line with the regulatory provisions.
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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, ensuring competitiveness in terms of total compensation, the Identified staff belonging to the corporate control functions benefit from a specific Role-based Allowance on the basis of the global band title. Role-Based Allowances (RBA) are considered fixed remuneration, in line with regulatory provisions and market practices.
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. 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.
Goals linked to economic results 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 by the Board of Directors, considering their independence from the economic results of the areas under 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 and retention bonus are considered variable remuneration and are limited only to exceptional situations related to the need to attract the best competencies from the market, the launch of special projects, high risk of leaving for critical/strategic employees/roles or in connection with restructurings, liquidations or following a change of control, to ensure business continuity, in line with the market practices. 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.
Retention bonuses, in accordance with Bank of Italy Circular No. 285 of 2013, may be paid to staff by reason of their remaining in service for a predetermined period of time or until a specified event, and are paid not earlier than the end of the retention period or the occurrence of the event. These forms of remuneration, awarded in compliance with regulations in force and the governance processes of the Group, are not a common practice for Identified Staff.
The other forms of remuneration are granted in compliance with the regulations in force and are defined in line with 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 clawback actions, as legally enforceable. These components are taken into account as retention measures in the Resolution Plan adopted by the Group in line with the Single Resolution Board's Operational Guidance for Operational Continuity in Resolution.
For more details, refer to Section I paragraph 3.2.5 of the 2025 Remuneration Policy.
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c) Description of the ways in which current and future risks are taken into account in the remuneration processes.
d) The ratios between fixed and variable remuneration set in accordance with point (g) of Article 94(1) CRD.
e) Description of the ways in which the institution seeks to link performance during a performance measurement period with levels of remuneration.
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 2025 Remuneration Policy.
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 2025 Entry Conditions are the following: Net Operating Profit adjusted >0, Net Profit >0, CET1 Ratio >14.5%, Liquidity Coverage Ratio >360%, Net Stable Funding Ratio >195%.
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, RAROE 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 risk-adjustment mechanism applies also to the bonus pool for financial advisors with a correction range from 50% to 125%).
The opportunity to apply an extra performance to the bonus pool can only be granted in case of positive EVA at the end of the financial year.
For more details, refer to Section I paragraph 4.2 and 4.3 of the 2025 Remuneration Policy.
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 adopted (the variable component, if present, is limited for all the personnel of the corporate control functions and of the human resources function).
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.
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.
An overview of main performance criteria and metrics for institution, business lines and individuals.
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.
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Entry Conditions for 2025 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 2025 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. Specifically, the 2025 Scorecard for Identified Staff provides for a minimum of 5 and maximum 8 goals that reflect the Bank and FinecoBank Group's strategy. The Scorecard includes 4-6 goals linked to business objectives and/or to the role, with an overall weight of 80% on the Scorecard, and up to 2 sustainable goals, defined as the ability to generate and sustain value for all stakeholders over the medium to long term, with a 20% weight on the Scorecard.
For Company Control Functions, Human Resources department and the Manager in charge of financial statements, no goals linked to economic results are assigned, in order to minimize potential conflicts of interest and be independent from the results of the respective areas.
For the purposes of performance appraisal, the reference target and the level of achievement, according to predefined evaluation scale, are defined for each quantitative objective. Qualitative objectives are evaluated based on specific parameters determined ex-ante. Each quantitative and qualitative objective is evaluated on the basis of a 5-point rating scale with a descriptive outcome (from "Below Expectations" to "Greatly Exceed Expectations"), which drives the definition of the individual bonus amount. Therefore, the overall performance is assessed from 'Below' to 'Greatly Exceeds' on the basis of the weighted average of the values assigned to each goal, also taking into account additional external context and/or market factors. In line with the principle of Pay for Performance, the individual bonus is allocated to beneficiaries based on the performance appraisal.
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, total net sales goal and total net sales under management goal, development activities, value generated by the requalification of assets in liquidity and asset under custody in Guided Products 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.
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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 for 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 2025.
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 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.
An overview of the institution's policy on deferral, payout in instrument, retention periods and vesting of variable remuneration including where it is different among staff or categories of staff.
Bonus is delivered through immediate (upfront) and deferred installments - in cash or in FinecoBank ordinary shares - 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 2025 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.
Description of the ways in which the institution seeks to adjust remuneration to take account of long-term performance.
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For the CEO and GM and other roles provided by law with a significant amount of total variable remuneration in the performance year 2025 ( $\pm$ 434,000 €) 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 paid in cash (of which 20% upfront and 24% deferred).
For the other roles provided by law with no significant amount of total variable remuneration (< 434,000 €) 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 2024-2026 in terms of value creation, industrial sustainability, risk and stakeholder value (ESG), in line with the 2024-2026 Multi Year Plan.
In particular, financial performance goals such as ROAC, Net Sales of AUM, Total Net Sales, Cost Income Ratio and Operational Losses on Revenues have been set. Three ESG parameters have been identified with regard to the reduction of Scope 1 and 2 (market-based) emissions, the achievement of Diversity, Equity & Inclusion goals, and the enlargement of the ESG product offering with Article 8 and Article 9 SFDR funds.
The Plan provides for entry and malus conditions, clawback 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, 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 2025 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 clawback 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 is accrued (malus and clawback clauses apply also to Financial Advisors, compatibly with the specificity of their role).
The malus clause (i.e. the reduction/cancelation of the variable remuneration) can be activated 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 clawback 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.
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g) The description of the main parameters and rationale for any variable components scheme and any other non-cash benefit in accordance with point (f) of Article 450(1) CRR.
Malus and clawback can be activated in case the individual:
- has displayed 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 adopted further 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 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 procedures, included those still in progress, or 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 clawback 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 2025 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, 2025, 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 300% and to 200% of 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, 2025, 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 2025 Remuneration Policy.
Information on the specific performance indicators used to determine the variable components of remuneration and the criteria used to determine the balance between different types of instruments awarded, including shares, equivalent ownership interests, share-linked instruments, equivalent non-cash instruments, options and other instruments.
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.
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| h) Upon demand from the relevant Member State or competent authority, the total remuneration for each member of the management body or senior management.
i) Information on whether the institution benefits from a derogation laid down in Article 94(3) CRD in accordance with point (k) of Article 450(1) CRR.
j) Large institutions shall disclose the quantitative information on the remuneration of their collective management body, differentiating between executive and non-executive members in accordance with Article 450(2) CRR. | 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).
Please refer to the 2025 Remuneration Report, Section II of the 2026 Remuneration Policy and Report.
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 2025, in line with the Circular No. 285/2013, the derogation was applied pertaining to Article 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 2, with a total remuneration of € 278,455, of which fixed € 218,455 and variable € 60,000.
Please refer to the 2025 Remuneration Report, Section II of the 2026 Remuneration Policy and Report. |
| --- | --- |
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1.2 QUANTITATIVE DISCLOSURE
| Template EU REMI - Remuneration awarded for the financial year | ||||||
|---|---|---|---|---|---|---|
| a | b | c | d | |||
| MB Supervisory function | MB Management function | Other senior management | Other identified staff | |||
| 1 | Fixed remuneration | Number of identified staff | 10 | 1 | 4 | 42 |
| 2 | Total fixed remuneration | € 1,553,689 | € 1,000,000 | € 1,890,000 | € 24,151,101 | |
| 3 | Of which: cash-based | € 1,553,689 | € 1,000,000 | € 1,890,000 | € 24,151,101 | |
| 4 | (Not applicable in the EU) | |||||
| EU-4a | Of which: shares or equivalent ownership interests | |||||
| 5 | Of which: share-linked instruments or equivalent 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 | Variable remuneration | Number of identified staff | 1 | 4 | 40 | |
| 10 | Total variable remuneration | € 1,000,000 | € 2,356,000 | € 4,991,209 | ||
| 11 | Of which: cash-based | € 440,000 | € 1,036,640 | € 2,580,664 | ||
| 12 | Of which: deferred | € 240,000 | € 565,440 | € 1,000,132 | ||
| EU-13a | Of which: shares or equivalent ownership interests | € 560,000 | € 1,319,360 | € 2,018,545 | ||
| EU-14a | Of which: deferred | € 360,000 | € 848,160 | € 937,032 | ||
| EU-13b | Of which: share-linked instruments or equivalent non-cash instruments | |||||
| EU-14b | Of which: deferred | |||||
| EU-14x | Of which: other instruments | € 392,000 | ||||
| EU-14y | Of which: deferred | € 252,000 | ||||
| 15 | Of which: other forms | |||||
| 16 | Of which: deferred | |||||
| 17 | Total remuneration (2 × 10) | € 1,553,689 | € 2,000,000 | € 4,246,000 | € 29,142,309 |
Column d - Other identified Staff: includes the remuneration of the Financial Advisors classified as Identified Staff for the year 2025 and the remuneration of two Identified Staff whose relationship ended during the financial year.
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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 token 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 | ||||
| 5 | Severance payments awarded in previous periods, that have been paid out during the financial year - Total amount | ||||
| 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 token into account in the bonus cap | ||||
| 11 | Of which highest payment that has been awarded to a single person |
2026 REMUNERATION POLICY AND REPORT ANNEX I
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Template EU REMO - Deferred remuneration
| a (+b+c) | b | c | d | e | f | EU-g | EU-h | ||
|---|---|---|---|---|---|---|---|---|---|
| Deferred and retained remuneration | Total amount of deferred remuneration awarded for previous performance periods | Of which due to vest in the financial year | Of which vesting in subsequent financial years | Amount of performance adjustment made in the financial year to deferred remuneration | Amount of performance adjustment made in the financial year to deferred remuneration that was due to vest in future performance years | Total amount of adjustment during the financial year due to ex post implicit adjustments (i.e.changes of value of deferred remuneration due to the changes of prices of instruments) | Total amount of deferred remuneration awarded before the financial year actually paid out in the financial year | Total of amount of deferred remuneration awarded for previous performance period that has vested but is subject to retention periods | |
| 1 | MB Supervisory function | ||||||||
| 2 | Cash-based | ||||||||
| 3 | Shares or equivalent ownership interests | ||||||||
| 4 | Share-linked instruments or equivalent non-cash instruments | ||||||||
| 5 | Other instruments | ||||||||
| 6 | Other forms | ||||||||
| 7 | MB Management function | € 3,585,600 | € 1,449,600 | € 2,136,000 | € 684,690 | € 3,545,918 | € 1,243,200 | ||
| 8 | Cash-based | € 789,600 | € 223,200 | € 566,400 | € 205,200 | ||||
| 9 | Shares or equivalent ownership interests | € 2,796,000 | € 1,226,400 | € 1,568,600 | € 684,690 | € 3,340,718 | € 1,243,200 | ||
| 10 | Share-linked instruments or equivalent non-cash instruments | ||||||||
| 11 | Other instruments | ||||||||
| 12 | Other forms | ||||||||
| 13 | Other senior management | € 5,233,115 | € 1,618,455 | € 3,614,660 | € 605,886 | € 2,307,458 | € 1,160,839 | ||
| 14 | Cash-based | € 1,725,455 | € 467,119 | € 1,258,336 | € 461,188 | ||||
| 15 | Shares or equivalent ownership interests | € 3,507,660 | € 1,151,336 | € 2,356,324 | € 605,886 | € 1,846,270 | € 1,160,839 | ||
| 16 | Share-linked instruments or equivalent non-cash instruments | ||||||||
| 17 | Other instruments | ||||||||
| 18 | Other forms | ||||||||
| 19 | Other identified staff | € 5,309,188 | € 1,879,801 | € 3,429,387 | € 478,046 | € 2,343,352 | € 943,908 | ||
| 20 | Cash-based | € 2,456,068 | € 694,561 | € 1,761,506 | € 718,472 | ||||
| 21 | Shares or equivalent ownership interests | € 2,067,660 | € 937,980 | € 1,129,681 | € 434,855 | € 1,461,470 | € 742,626 | ||
| 22 | Share-linked instruments or equivalent non-cash instruments | ||||||||
| 23 | Other instruments | € 785,460 | € 247,260 | € 538,200 | € 43,191 | € 163,410 | € 201,282 | ||
| 24 | Other forms | ||||||||
| 25 | Total amount | € 14,127,903 | € 4,947,856 | € 9,180,047 | € 1,768,621 | € 8,196,728 | € 3,347,947 |
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).
Column EU-h: the total amount includes the deferred portions of previous years's incentive systems vested before 2025 and subject to retention in 2025.
Row 19 - Other identified staff: includes the remuneration of the Financial Advisors classified as Identified Staff for the year 2025 and the remuneration of two Identified Staff whose relationship ended during the financial year.
2026 REMUNERATION POLICY AND REPORT ANNEX I
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Template EU REMA - Remuneration of 1 million EUR or more per year
| EUR | a | |
|---|---|---|
| Identified staff that are high earners as set out in Article 45(5) CIIR | ||
| 1 | From 1000 000 to below 1500 000 | 7 |
| 2 | From 1500 000 to below 2000 000 | 4 |
| 3 | From 2000 000 to below 2500 000 | 2 |
| 4 | From 2500 000 to below 3000 000 | |
| 5 | From 3000 000 to below 3500 000 | |
| 6 | From 3500 000 to below 4000 000 | |
| 7 | From 4000 000 to below 4500 000 | |
| 8 | From 4500 000 to below 5000 000 | |
| 9 | From 5000 000 to below 6000 000 | |
| 10 | From 6000 000 to below 7000 000 | |
| 11 | From 7000 000 to below 8000 000 |
Column a: are included Financial Advisors classified as Identified Staff
Template EU REMS - 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 | ||||||||||
| 2 | Of which: members of the MB | 10 | 1 | 11 | |||||||
| 3 | Of which: other senior management | 4 | |||||||||
| 4 | Of which: other identified staff | 16 | 5 | 21 | |||||||
| 5 | Total remuneration of identified staff | € 1,553,689 | € 2,000,000 | € 3,553,689 | € 9,586,670 | € 1,107,756 | € 22,693,884 | ||||
| 6 | Of which: variable remuneration | € 1,000,000 | € 1,000,000 | € 4,735,000 | € 268,000 | € 2,346,209 | |||||
| 7 | Of which: fixed remuneration | € 1,553,689 | € 1,000,000 | € 2,553,689 | € 4,853,670 | € 839,756 | € 20,347,675 |
Column i - Other identified Staff: includes the remuneration of the Financial Advisors classified as Identified Staff for the year 2025 and the remuneration of two Identified Staff whose relationship ended during the financial year.
2026 REMUNERATION POLICY AND REPORT ANNEX I
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