Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINECO

2026

REMUNERATION POLICY

AND REPORT

FINECOBANK GROUP

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINEC

LETTER FROM THE CHAIR OF THE REMUNERATION COMMITTEE

Dear shareholders,

I am pleased to present the FinecoBank Group's Remuneration policy and report.

The document begins with an "Executive Summary", which outlines the features of the new Remuneration Policy and report and the main results achieved in 2025. It is followed by two Sections follow: the "2026 Remuneration Policy", which describes the key principles of our approach to remuneration and the 2026 incentive systems for both employees and Financial Advisors, as well as the 2024-2026 Long Term incentive Plan; and the "2025 Remuneration report", which provides detailed information on the outcomes of the processes implemented during the previous financial year.

2025 marked a year of strong growth for Fineco, driven by a business model grounded on efficiency, transparency and value for clients. The Group experienced a significant acceleration in net sales, investing and brokerage, and welcomed a record number of new clients. The further expansion of the advanced advisory services – powered by a network of Financial Advisors able to fully leverage a technologically advanced platform – helped capture the growing interest of savers in investment solutions. This was complemented by the contribution of Fineco Asset Management in delivering efficient and innovative investment products, further guiding clients toward long-term financial planning. The Bank's distinctive positioning, built on efficiency, transparency and value, continues to enable us to anticipate emerging market trends and to serve as a trusted reference point in meeting the evolving financial needs of our clients.

The Group is committed to promoting employee well-being and satisfaction, including through specific welfare initiatives, and to creating an inclusive working environment that values diversity and equal opportunities, with a fair work-life balance. As proof of the commitment to diversity, equity and inclusion, the initiatives planned for 2025 under the Gender Equality Certification, achieved in 2023 in accordance with the UNI 125/2022 Reference Practice, have been implemented with a strong focus on the gender pay gap.

Teleborsa: distribution and commercial use strictly prohibited
emarket
self- exchange
CERTIFIED

In addition, our governance model is designed to ensure adequate oversight of all of the Group's remuneration processes, so that well-informed decisions are made in an independent and timely matter, in order to avoid conflicts of interest. As in previous years and to better fulfill its responsibilities, the Remuneration Committee has been involved in every stage of the remuneration process to ensure that the incentive systems are in line with the best market practices, the evolving context in which the Group operates, the principles of transparency and Pay for Performance, in line with stakeholders' interests.

The 2026 Remuneration Policy, designed in alignment with the guidelines of investors, proxy advisors, Regulators and the regulatory framework, confirms the close link with the Group's Multi-Year Plan and the ESG Multi-Year Plan, to drive business growth and financial strength, while combining economic and financial objectives with sustainability and the continuous enhancement of a risk and compliance culture.

In 2026, we'll continue to propose a Policy focused on rewarding performance and merit by promoting the value of equity, diversity, inclusion and the development of people's strategic competencies. Our approach is based on the concept of transparency as an element able to protect and enhance our reputation and to create sustainable value for all stakeholders. Thus, both the policy and the report clearly and transparently present the remuneration structure of the Chief Executive Officer and General Manager and the criteria by which the incentives are linked to the financial and sustainability objectives in the short and medium-long term.

The overall structure of the Remuneration Policy and report remain unchanged, as do the main elements and mechanisms of the incentive systems also in light of the feedback received from shareholders and proxy advisors during the engagement campaign, as well as the consensus reached at the 2025 AGM.

I would like to express my sincere gratitude to Directors Giancarla Branda and Marin Gueorguiev for the meaningful discussions held and for their continuous attention to finding effective and balanced solutions.

On behalf of the Remuneration Committee, I would like to thank you, our Shareholders, for your continued willingness to share your needs and perspectives, and for the time you will spend reading our 2026 Remuneration Policy and report, trusting in your positive appreciation.

Sincerely,

Gianmarco Montanari
Chair of the Remuneration Committee

Teleborsa: distribution and commercial use strictly prohibited
emarket
sdir storage
CERTIFIED
^{}[]

FINECO

EXECUTIVE SUMMARY

Teleborsa: distribution and commercial use strictly prohibited
emarket
eilr storage
CERTIFIED
FINEC

EXECUTIVE SUMMARY

OUR COMPENSATION APPROACH

The principles set in FinecoBank Group’s (hereinafter also “Fineco Group” or “Group” or “FinecoBank Group”)¹ Remuneration Policy and Report (also Compensation Policy) provide the framework for the design of reward programs.

The Group’s compensation approach, coherent with the regulations and the best market practices, guarantees the link to the performance and the market context and the alignment with the business strategy and the long-term shareholders’ interest.

The key principles set forth in the 2026 Remuneration Policy (Section I) reflect the most recent regulations in terms of remuneration and incentive policies and practices, in order to develop – in the interest of all stakeholders – remuneration systems that are aligned with the Group’s Multi Year Plan. The incentive systems are consistent with corporate values and objectives, including ESG factors, with the long-term strategies linked to company results and to prudent risk management policies. The FinecoBank Group, in fact, is committed to developing a sound and effective risk management, throughout mechanisms for correcting the systems themselves in order to maintain consistency with the reference framework for determining the risk appetite and

with the levels of capital and liquidity necessary to support all undertaken activities and, in any case, such as to avoid distorted incentives that could lead to a breach of law or to excessive risk-taking. With reference to the ESG objectives, the remuneration approach is consistent with the ESG Multi-Year Plan 2024-2026, through the implementation of the environmental, social and governance factors within the remuneration framework.

In the definition of the remuneration policies, the Group also considers its employees’ compensation and working conditions, offering various solutions for their wellbeing and satisfaction. As proof of this commitment, FinecoBank was confirmed as Italy’s Top Employer. The self-titled Institute annually awards this certification to companies that outstand for their HR strategies and policies, offering their employees the best working conditions.

Furthermore, the Group is committed to ensuring an inclusive and fair working environment, with equal opportunities for remuneration and professional development, also ensuring that the Compensation Policy is gender neutral. In this context, the MYP ESG sets specific objectives relating to gender neutrality, in terms of both compensation and gender balance. Moreover, oversight on these matters is ensured through a robust internal regulatory framework, which includes, in particular, the Global Policy on Diversity, Equity and Inclusion, aimed at reinforcing the value of diversity and inclusion across all levels of the organization. The gender equality certification in accordance with UNI 125/2022 Reference Practice has been confirmed for 2025, demonstrating commitment to promoting diversity and equal opportunities.

¹ Instead, the term “FinecoBank S.p.A.” refers to the Italian legal entity (hereinafter also “Fineco”, “FinecoBank” or the “Bank”). The Remuneration Policy of Fineco Asset Management DAC (FAM) is aligned with the principles of the Group Remuneration Policy and with Circ. No. 285 of 2013 of the Bank of Italy with reference to the specific provisions relating to asset management companies.

2026 REMUNERATION POLICY AND REPORT EXECUTIVE SUMMARY
6

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINEC

During 2025 and the first months of 2026, FinecoBank continued the dialogue with shareholders and proxy advisors, which raised valuable insights on the remuneration approach and specific suggestions for an effective disclosure to the public, based on national and international standards, which were taken into account in drafting this document. The annual engagement process with proxy advisors and shareholders confirms the Group’s commitment to continuously improve the remuneration policy in line with evolving market conditions and shareholder interests.

KEY ELEMENTS OF OUR 2025 COMPENSATION APPROACH

1. Fundamentals

Clear and transparent governance;
Continuous monitoring of market trends and practices (Benchmarking) and motivation and retention of all staff;
Alignment with the Group’s ESG strategy;
Compliance with regulatory requirements and principles of good professional conduct;
Pay for Sustainable Performance.

Details – Section I paragraph 2

The Fundamentals of the Compensation Policy ensure a correct definition of competitive compensation levels, internal equity and transparency, avoiding unnecessarily complex practices².

The remuneration governance model aims to ensure clarity, reliability and transparency in the remuneration decision-making processes through an adequate control of the Group’s remuneration processes and ensuring that decisions are made appropriately in an independent, informed and timely manner.

In order to align the remuneration policies with the strategy set out in the 2024-2026 ESG Multi Year Plan, there is a focus on goals linked to sustainability, defined as the ability to create and sustain value for all stakeholders over the medium to long term.

The Remuneration Policy and Report are aligned to the national and international regulatory requirements. For example, it considers also: Legislative Decree No. 385/1993, Legislative Decree No. 58/1998 (TUF), the European Directives as transposed into Italian law e.g. European Directive 2017/828 Shareholder Rights Directive II, EU Dir. 36/2013 CRD as amended by EU Dir 878/2019 CRD V, the EU Reg. 575/2013 No. CRR and the EU Delegated Regulation No. 923/2021, the Issuers’ Regulation (Consob), the Circular of the Bank of Italy No. 285/2013 as updated from time to time, the March 19, 2019 Bank of Italy Provision (Provisions on transparency of banking and financial operations and services - fairness of relations between intermediaries and customers).

In addition, the EBA Guidelines on Sound Remuneration Policies (EBA/GL/2021/04), ESMA Guidelines on Certain Aspects of MiFID II Remuneration Requirements (ESMA35-43-3565), ESMA Guidelines on Product Governance Requirements under MiFID II and the ECB Draft Guide on governance and risk culture³ are also taken into account.

2026 REMUNERATION POLICY AND REPORT EXECUTIVE SUMMARY
7

² In line with ESMA Guidelines on certain aspects of the MiFID II remuneration requirements, firms should avoid creating unnecessarily complex policies and practices (such as combinations of different policies and practices, or multi-faceted or multi-layered schemes, which increase the risk that relevant persons’ behavior will not be driven to act in the best interests of clients, and that any controls in place will not be as effective to identify the risk of detriment to the client). Relevant persons are defined in the Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 (Article 2(1)).

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

The involvement of the Company Control Functions, particularly Compliance, Chief Risk Officer⁴ and Internal Audit, assures full compliance of compensation policies with the Risk Appetite Framework and sectorial regulations.

2. Continuous monitoring of market trends and practices (Benchmarking)

Through benchmarking, we aim to implement a competitive remuneration structure for effective retention and motivation of key resources and to deliver compensation that is consistent with the creation of long-term value for stakeholders. For comparative analysis, a peer group is defined.

Details – Section I paragraph 2.2

The Remuneration Committee, with particular reference to the population of FinecoBank Group’s Identified Staff, through the support of an independent external consultant identifies the peer group, defined considering a panel of comparable companies, based on which specific comparative analysis on compensation are carried out.

3. Remuneration system and ESG Strategy

The incentive systems are consistent with corporate values and objectives, including those based on environmental, social and governance (ESG) factors, in line with the 2024-2026 ESG MYP. In this context, the Group is also committed to ensuring a gender-neutral Remuneration Policy, considering also employees’ wellbeing.

Details – Section I paragraph 2.3

With regard to the 2026 short-term incentive systems for Employees, the scorecard of the Chief Executive Officer and General Manager and other Identified Staff includes sustainable parameters within the clusters named “Stakeholder Value” and “Tone from the top”.

In addition, sustainability targets were also included in the 2026 Short-Term Incentive System for Personal Financial Advisors⁵.

Furthermore, the 2024-2026 Long-Term Incentive Plan includes KPIs in the areas of social, environmental and responsible finance.

The Board of Directors, with the support of the Remuneration Committee, within the periodic review of the Remuneration Policy, analyzes the neutrality of the policies with respect to gender and monitors any gender pay gap (Gender Pay Gap and Gender Equity Pay Gap) and the trend over time, according to the methodology described.

4. Share Ownership Guidelines

As part of the Pay for Sustainable Performance principle and to further strengthen the alignment of managerial interests with those of the shareholders, minimum levels of shareholding for the Chief Executive Officer and General Manager and for Executives with strategic responsibilities are set to be achieved, normally, within 5 years of the first appointment and to be maintained for the entire duration of the office held.

Details – Section I paragraph 2.5

Share ownership requirements amount to 300% of fixed remuneration for the Chief Executive Officer and General Manager and to 200% of fixed remuneration for the other Executives with strategic responsibilities.

5. Ratio between variable and fixed remuneration

In compliance with the regulatory requirements⁶, a maximum ratio between variable and fixed remuneration applies.

Details – Section I paragraph 3.1

2026 REMUNERATION POLICY AND REPORT EXECUTIVE SUMMARY
8

4 The Risk Management function is represented in FinecoBank by the CRO Department. The two terms are used
5 Also Financial Advisors or PFA.
6 See in particular Bank of Italy Circular No. 285/2013, Part One, Title IV, Chapter 2, Section III, which implements the relevant European regulatory framework.

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINEC

In particular, a 2:1 maximum ratio between variable and fixed remuneration is confirmed for the employees belonging to business functions.

For the Identified staff of the Company Control Functions, the variable remuneration cannot exceed 1/3 of the fixed remuneration. For the Head of Human Resources function and the Manager in charge of financial statement, the remuneration is predominantly fixed. For the aforementioned functions, the incentive mechanisms are consistent with the assigned tasks as well as independent of the results achieved by the areas under their control.

For the Financial Advisors belonging to Identified Staff, a 2:1 ratio is adopted between the non-recurring and the recurring component of the remuneration.

The adoption of a 2:1 ratio between variable and fixed compensation has no implication on the Bank's ability to continue to respect all prudential rules, in particular capital requirement.

6. Identified Staff definition

The annual process of identifying the Identified Staff at group level is carried out by applying the qualitative and quantitative criteria required by the regulatory provisions introduced by Circular No. 285 of 2013 of the Bank of Italy and the EU Delegated Regulation No. 923/2021.

Details – Section I paragraph 4.1

The definition of the Identified Staff has been performed involving Compliance and CRO functions of FinecoBank S.p.A. The self-evaluation led to a total number of Identified Staff for 2026 equal to 26 employees and 25 Financial Advisors.

7. Short Term Incentive System for Employees Identified Staff

FinecoBank's 2026 Incentive System confirms the strong link between remuneration, company results, risk profile and sustainable profitability.

Details – Section I paragraph 4.2

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 of the so-called CRO Dashboard.

Once the Bonus Pool is defined, individual bonuses are determined in line with the annual performance appraisal process, based on the principles of transparency and clarity to ensure a direct link between variable remuneration and performance. The performance assessment process requires that all Identified Staff are assigned specific individual objectives at the beginning of the year, with an adequate balance between economic-financial and non-economic indicators, also considering performance objectives linked to risks, compliance and adherence to Fineco values.

Individual bonuses for Identified Staff, in cash and shares in accordance with the provisions of the law, are delivered in several instalments, over a multi-year period, in line with the long-term interests of the shareholders.

Vested and paid variable remuneration is subject to ex-post corrective mechanisms (respectively malus and clawback) which take into account individual behavior.

2026 REMUNERATION POLICY AND REPORT EXECUTIVE SUMMARY

Teleborsa: distribution and commercial use strictly prohibited
FINEC

8. 2024-2026 Long Term Incentive Plan for Employees

With the aim to incentivize, motivate and retain selected resources and to align the interests of the Group's management with the creation of long-term shareholder value, in 2024 a share-based Long Term Incentive Plan was established for the three-year performance period 2024-2026.

The Plan sets financial and sustainability performance goals linked to the 2024-2026 MYP and provides for the payment of a bonus in shares, over a multi-year period.

Details – Section I paragraph 5.1

Specifically, financial performance goals such as ROAC, AUM Net Sales, Total Net Sales, Cost Income Ratio and Operational Losses on Revenues have been set. Three ESG parameters have been identified with regard to Scope 1 and 2 (market-based) emissions reduction, the achievement of Diversity, Equity & Inclusion goals, and the enlargement of the ESG product offering under article 8 and 9 SFDR funds.

In addition, entry and malus conditions are defined on the basis of performance indicators in terms of profitability, capital and liquidity.

A risk adjustment mechanism is defined on the basis of indicators coherent with Fineco's Risk Appetite Framework.

Individual bonuses are delivered in FinecoBank shares, in instalments, over a multi-year period, subject to malus and claw-back condition, to compliance assessment of individual behaviors and to continuous employment.

9. Severance Payments

Termination payments take into consideration long-term performance, in terms of shareholder added value, do not reward failures or abuses and shall not exceed in general 24 months of total compensation.

Details – Section I paragraph 3.2

With reference to the termination Payments Policy, a specific formula for severance payments calculations is defined, while a maximum limit of 24 months of total remuneration is set, also comprehensive of the indemnity in lieu of notice. Total Remuneration is calculated taking into consideration the average bonus perceived in the three years prior to the termination, after applying malus and claw-back conditions.

10. Short Term Incentive for Financial Advisors Identified Staff

The provisions of the Compensation Policy also apply to the members of the Financial Advisors Network, considering their compensation peculiarities.

Following the incentive model provided for the Employees Identified Staff, the 2025 PFA Incentive System for Identified Staff provides for a strong link between remuneration, risk and sustainable profitability.

Details – Section I paragraph 4.3

Specifically, entry and malus conditions are set based on performance indicators in terms of profitability, capital and liquidity. In addition, risk adjustment based on indicators consistent with Fineco's Risk Appetite Framework is guaranteed.

Incentive amounts are allocated taking into consideration the available Bonus Pool and the individual performance appraisal based on specific performance indicators.

Bonuses, delivered in cash and shares, pursuant to law, are paid out over a multi-year period, ensuring alignment with shareholders' interests and each payment is subject to malus and claw-back conditions, as well as to a compliance assessment of individual behaviors.

2026 REMUNERATION POLICY AND REPORT EXECUTIVE SUMMARY

Teleborsa: distribution and commercial use strictly prohibited
emarket
sdir storage
CERTIFIED
FINEC

11. 2026 Remuneration Policy – new features

Strengthening Risk Culture - Section I paragraphs 4.2 and 4.3

The 2026 access conditions for the incentive systems, for both Employees and Financial Advisors, have been strengthened through the introduction of the Leverage Ratio. At the same time, the CRO Dashboard has been comprehensively realigned to ensure full consistency with the priority risks identified through the Risk Inventory process, including – among others – the Risk-Taking Capacity, NII Sensitivity, Average Duration of Bonds, and the Data Quality Indicator.

Pay for sustainable performance - Section I paragraph 4.2

To further reinforce the principle of Pay for Sustainable Performance, the thresholds for the achievement of each economic/financial KPI with respect to the relevant target, have been included ex-ante in the 2026 performance scorecard of the Chief Executive Officer and General Manager.

This is in addition to the full ex-post disclosure of performance indicators and related targets for both short-term and long-term incentive systems, which has long been provided in Section II.

This form of disclosure is part of the ongoing commitment to enhancing transparency in remuneration and incentive processes for the top management, in continuity with the approach adopted in the 2025 Remuneration Policy.

Furthermore, in line with the pay-for-performance principle, the Board of Directors deemed it appropriate, effective from January 1, 2026, to revise the remuneration package of the Chief Executive Officer and General Manager, which had remained unchanged since 2020.

This assessment was carried out in light of the Group's organic and structural growth recorded in recent years – as described in paragraph 3.1 – which has led to increased strategic and organizational complexity.

The remuneration package was also defined with reference to market remuneration benchmarks, in order to ensure competitive alignment and full consistency with the objectives of attracting, motivating, and retaining top-level roles, with a view to supporting the Group's medium- to long-term development.

2026 REMUNERATION POLICY AND REPORT EXECUTIVE SUMMARY

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

2025 FINANCIAL YEAR MAIN RESULTS

The results achieved by FinecoBank Group as of December 31, 2025 (2025 financial year) confirm a strong growth, demonstrating an approach oriented towards transparency and respect for the customer.

These results confirm on one hand the strengthening of asset under management, on the other the growing interest of customers in interaction with the financial market through our technologically advanced advisory platform. In addition, we see the important contribution of Fineco Asset Management, with a wide range of efficient and innovative solutions, which can direct clients towards long-term financial planning. In particular:

NET PROFIT	TOTAL REVENUES	COST/INCOME RATIO
€ 647
MILLIONS	€ 1,316.5
MILLIONS	27.1%	23.3%

As required by the applicable regulatory provisions⁷, paragraph 6.1 of Section II displays the Company's annual performance trend and the other required information.

OUR COMPENSATION DISCLOSURE

The 2025 remuneration report (Section II) - issued pursuant to Article 123-ter of Legislative Decree 58/1998 ("Consolidated Text of Finance" - "TUF"), as updated by Legislative Decree May 10, 2019, n. 49, and pursuant to Consob Regulation n. 11971 of 14 May 1999 (Regolamento Emittenti), as updated with the Decision n. 21625 of December 11, 2020 - provides the description of our compensation practices and the implementation outcomes of FinecoBank Incentive Systems, as well as remuneration data, with a focus on Identified Staff, defined in line with regulatory requirements.

Full disclosure on compensation payout amounts, deferrals and ratio between variable and fixed components of remuneration for Identified Staff is provided in Section II, including the data regarding members of the Board of Directors and the Board of Statutory Auditors, and the Executives with strategic responsibilities.

Data pursuant to Article 84-quarter Consob Issuers Regulation No. 11971, as well as the information on incentive systems under Article

⁷ Consob Regulation No. 11971 of 14 May 1999 (Regolamento Emittenti).

2026 REMUNERATION POLICY AND REPORT EXECUTIVE SUMMARY
12

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINEC

114-bis of legislative decree 58/1998 are included in this document as well as in Annex II⁸.

Chief Executive Officer and General Manager 2025 variable and fixed compensation data

Considering the overall business results achieved by the Company and on the basis of the elements reported in Section II – paragraph 3, the Board of Directors, upon the favorable opinion of the Remuneration Committee, assessed positively the 2025 performance of the Chief Executive Officer and General Manager, awarding a short-term variable bonus equal to €1,000,000 in line with the Pay for Sustainable Performance principle.

For the purpose of applying the ratio between variable and fixed remuneration, it should be noted that the Chief Executive Officer and

General Manager received a fixed remuneration of €1,000,000 and that an annual pro rata of €1,000,000 tied to the long-term variable remuneration (LTI 2024-2026)⁹ is also included as variable remuneration, in line with the applicable legislation.

The 2024-2026 LTI Plan performance period is in progress as further described in paragraph 5 of Section I.

The €1,000,000 bonus linked to the short-term incentive system awarded for the 2025 performance will be delivered in cash and in shares, with an upfront and a deferred portion, according to the deferral scheme described in Section II p. 3.1, which considers the period of unavailability of the share installments, both upfront and deferred, as required by law.

8 Annex II: Compensation systems based on financial instruments for FinecoBank staff.

9 See the representation of the CEO/GM's remuneration. It should be noted that the term vesting refers to the performance period of the 2024-2026 LTI Plan.

2026 REMUNERATION POLICY AND REPORT EXECUTIVE SUMMARY

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINEC

SECTION 1

Introduction 17
Fundamentals 19
2.1 Governance 19
2.1.1 Role of the Board of Directors 19
2.1.2 Role of the Remuneration Committee 19
2.1.3 Role of the other Committees 20
2.1.4 Role of the FinecoBank Group's functions 20
2.2 Continuous monitoring of market trends and practices (Benchmarking) 22
2.3 Remuneration system and ESG Strategy 23
2.3.1 Gender neutrality in the remuneration system 24
2.3.2 Employees' working conditions 27
2.4 Compliance Drivers 28
2.5 Pay for Sustainable Performance 33
2.5.1 Definition of performance targets 33
2.5.2 Performance appraisal 33
2.5.3 Payment of variable compensation 33
2.5.4 Share Ownership Guidelines 36
2.5.5 Exemptions in case of exceptional circumstances 37
Compensation Structure 39
3.1 Ratio between variable and fixed compensation 39
3.2 Employees 42
3.3 Financial Advisors 49
3.4 Sale Staff (employees and third personnel) 52
3.5 Non-Executive members of Administrative and Auditing Bodies 53
2026 Compensation Systems 55
4.1 Process to define Identified Staff 55
4.2 2026 Incentive System for the CEO and Employees Identified Staff 56
4.3 2026 Incentive System for Financial Advisors Identified Staff 73
2024-2026 LTI Plan 81
5.1 2024-2026 Long Term Incentive Plan for Employees 81

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINECO

2026

REMUNERATION

POLICY

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINEC

INTRODUCTION

FUNDAMENTALS

COMPENSATION

STRUCTURE

2026 COMPENSATION

SYSTEMS

2024-2026 LTI PLAN

Teleborsa: distribution and commercial use strictly prohibited

ENERGY MANAGEMENT

FINEC

1 INTRODUCTION

Integrity is at the core of Group's values, as a condition to transform profit into value for our stakeholders.

By upholding the standards of responsible behaviors, our compensation strategy represents a key instrument to create long-term value for all stakeholders.

Also through appropriate compensation mechanism, we aim to create a work environment

which is comprehensive of any form of diversity and which fosters and unlocks individual potential, to attract, retain and motivate highly qualified employees.

Relying on the governance model, our Compensation Policy sets the framework for a common and coherent design, implementation and monitoring of compensation practices across our Company that reinforce sound risk management policies and long-term business strategy.

To ensure the competitiveness and effectiveness of remuneration as well as transparency and internal equity, the key principles of the Compensation Policy are:

Clear and transparent governance, through efficient corporate and organizational governance structures, as well as clear and rigorous systems and governance rules.

Continuous monitoring of national and international market trends and practices, aimed at sound formulation of competitive compensation ensuring transparency and internal equity and motivation and retention of all staff to attract, motivate and retain the best resources capable of achieving the company mission according to Bank's values.

Alignment with the Group's ESG strategy, aimed at sustainable and organic growth, with an integration of the principles of sustainability within business and operational management choices.

Compliance with regulatory requirements and principles of good professional conduct, by protecting and enhancing the company reputation, as well as avoiding or managing conflicts of interest.

Pay for Sustainable Performance, by maintaining consistency between remuneration and performance, and between rewards and value creation, as well as enhancing both the actual result achieved and the way by which they are achieved.

2026 REMUNERATION POLICY AND REPORT INTRODUCTION

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

INTRODUCTION
FUNDAMENTALS
COMPENSATION STRUCTURE
2026 COMPENSATION SYSTEMS
2024-2026 LTI PLAN

Telebors: distribution and commercial use strictly prohibited
FINEC

2 FUNDAMENTALS

2.1 GOVERNANCE

The compensation governance model aims to assure clearness, transparency and reliability in the governance processes related to remuneration through an appropriate monitoring of the Group's remuneration practices by ensuring that decisions are made in an independent, informed and timely manner at appropriate levels, avoiding conflicts of interest and guaranteeing appropriate disclosure in full respect of the general principles defined by Regulators.

2.1.1 ROLE OF THE BOARD OF DIRECTORS

The Board of Directors of FinecoBank, in line with the relevant legislation reviews, at least¹⁰ on an annual basis and submits to the Shareholders' Meeting the Remuneration Policy and is responsible for its correct implementation. It ensures that the incentive systems are consistent with the overall choices of the Group in terms of risk assumption, strategies, long-term objectives, corporate governance and internal controls structure. Furthermore, it ensures that the remuneration and incentive systems are suitable for ensuring compliance with the provisions of the law, regulations and statutory provisions as well as codes of ethics or conduct, promoting the adoption of compliant behaviors.

The Board of Directors with the support of the Remuneration Committee analyzes the neutrality of the policies with respect to gender and monitors any gender pay gap.

2.1.2 ROLE OF THE REMUNERATION COMMITTEE

The Board of Directors established a Delegation of Powers system to regulate appropriately effective decision-making processes throughout the organization.

In particular, the Remuneration Committee is vested with the role of providing advice and opinions to the Board of Directors with regard to Remuneration strategy. It also involves Risk Management and Compliance functions, and it receives the support of an independent external advisor, if required and needed, in order to make the incentives underlying the remuneration system consistent with the management of risk, capital and liquidity profiles.

The main topics discussed by the Committee are also brought to the attention of the Board of Statutory Auditors, prior to their submission to the Board of Directors. The Remuneration Committee consists of three non-executive members¹¹.

2.1.3 ROLE OF THE OTHER COMMITTEES

The Risks and Related Parties Committee supports the Board of Directors in order to ensure that the Remuneration Policy is consistent with sound and effective risk management.

In particular, without prejudice to the responsibilities of the Remuneration Committee, the Risks and Related Parties Committee is involved in the process of identifying the Group's Identified Staff and ascertains that the incentives underlying the remuneration and incentive system are consistent with the Risk Appetite Framework, taking into account in particular risks, capital and liquidity, in line with current legislation¹².

The Risks and Related Parties Committee is involved in defining the remuneration and in setting/evaluating performance objectives of the

¹⁰ In addition to the periodic review, the remuneration policy can be reviewed in a timely and efficient manner upon any relevant and significant amendment to the business activities or structure, with particular reference to the case in which there is a residual risk of detriment to the clients stemming from it.

¹¹ For details on the composition and activities of the Remuneration Committee, please refer to the specific paragraph in Section II, paragraph 2.1.

¹² Cf. Circ. No. 285 of Bank of Italy and EBA Guidelines 'Guidelines for sound remuneration policies pursuant to EU Directive No. 36/2013.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
19

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINANCIAL
FUNDAMENTAL
FOR ADVISOR
CERTIFIED

Head of Compliance, Risk Management, Internal Audit and Anti-Money Laundering Function, expressing a formal opinion about the Head of Internal Audit Function.

In addition, within the Remuneration Policy, the Corporate Governance and Environmental and Social Sustainability Committee is also involved with respect to the Group's sustainability strategy (such as the definition of ESG objectives).

2.1.4 ROLE OF THE FINECOBANK GROUP'S FUNCTIONS

The Compensation Policy of FinecoBank Group, as drawn up by the Human Resources function, with the involvement of other company functions according to the area of expertise, is evaluated by the Compliance and Risk Management functions, prior to being submitted to the Remuneration Committee. Every year, the Remuneration Committee proposes and submits the Compensation Policy to the Board of Directors for approval. As a last step, the document is presented to the Shareholders' Meeting for approval, in line with the regulatory requirements¹³.

The principles of Fineco Compensation Policy are applicable to the entire organization with regard to:

all categories of Group employees. Specific provisions of the Compensation Policy are applicable to Identified Staff;
the Bank's Personal Financial Advisors, in line with the specific pay conditions applicable to them.

Furthermore, FinecoBank, as parent company, ensures that remuneration in the Group companies is in line with the principles and rules contained in the Group Remuneration Policy,

coherently with the specific industry and local regulatory framework¹⁴.

Role of the Human Resources Function¹⁵

The Human Resources function, interacting with the Remuneration Committee, drafts the Remuneration Policy, defines the incentive systems and the remuneration levels, taking care of the aspect of neutrality with respect to gender, with the aim of motivating and retaining personnel and contributing to ensure alignment with the long-term strategies.

With particular reference to the incentive systems for Financial Advisors, the function collaborates with the PFA Network Commercial Department & Private Banking / Network Controls, Monitoring and Network Services Department.

In addition, with respect to financial data, the Human Resources function involves the CFO department, while for all ESG topics within the Compensation Policy is supported by the Sustainability Team.

To ensure maximum internal transparency, the function guarantees that the Remuneration Policy is always accessible to all employees. Staff are informed of the features of their variable remuneration and of the individual performance evaluation process, which is fully and transparently documented.

Role of the Compliance Function

The Compliance function operates in close coordination with the Human Resources function, in order to support the design and the definition of compensation policy and processes, including those for the Identified Staff, in line with the internal and external regulatory framework.

¹³ Cf. Article 123 ter Legislative Decree No. 58/1998.

¹⁴ The Remuneration Policy of Fineco Asset Management DAC (FAM) is aligned with the principles of the Group Remuneration Policy and with the regulations set out by the Bank of Italy in the Circ. No. 285 of 2013 with reference to the specific provisions relating to asset management companies. The functions of the parent company cooperate and exchange all relevant information with those of the legal entities.

¹⁵ The Human Resources function in FinecoBank is carried out by the Chief People Officer Department.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
20

Teleborsa: distribution and commercial use strictly prohibited
enarket
Fair Storage
CERTIFIED
FINEC

Specifically, the Compliance function verifies the consistency with "the goal of complying with regulations, articles of association and any other code of ethics or other standards of conduct applicable to the bank, so that compliance risks mostly embedded in the relationship with customers are duly contained".

In this framework, the Compliance function evaluates, for all related aspects, the Compensation Policy and – according to the applicable regulations – the incentive systems designed by the Human Resources function for the employees, and by PFA Network & Private Banking Department, with the support of the Network Controls, Monitoring and Service Department for the Financial Advisors. It provides, if necessary, suggestions – as far as it is concerned – for the design of compliant incentive systems. Furthermore, the Compliance function is involved, among others, in the process for the identification of Group's risk takers, for all aspects that fall within its perimeter.

The guidelines for the definition of the incentive systems for non-Identified Staff population of FinecoBank are set, in collaboration with the Compliance function, for all related aspects by:

the Human Resources function for the Employees;
the PFA Network & Private Banking Department, with the support of the Network Controls, Monitoring and Service Department for the Financial Advisors.

Role of the CRO Function¹⁶

The consistency between remuneration and sustainable risk assumption is guaranteed through rigorous governance processes based on informed decisions taken by the Corporate Bodies. Compensation plans include the risk adjustment appetite defined through the evaluation of the consistency with the results achieved and the Fineco Risk Appetite Framework.

The CRO function is constantly involved, according to the area of expertise, in the definition of the remuneration policy and the incentive systems as well as in the definition of targets, in the individual performance appraisal, in the ex-ante and ex-post risk adjustment mechanism and in the identification of the Group's Identified Staff. This involvement contributes to ensuring a direct link between the incentive mechanisms and the Risk Appetite Framework, so that the incentives are consistent with the risk assumption defined and approved by the Board of Directors.

Role of the Internal Audit Function

The Internal Audit function assesses yearly the consistency of the implementation of policies and practices with the Compensation Policy that was approved and the regulatory framework and performs an audit on data and processes. The function provides a final assessment on the remuneration practices, providing recommendations aimed at improving the processes and informing the competent Bodies on any findings, in order to adopt any corrective measures. Yearly the AGM is informed about the results of the audit.

All the Corporate Control Functions involved in designing, monitoring and reviewing remuneration policies and practices have access to all relevant documents and information, which are drawn up in a transparent way, in order to understand the background and decisions that led to remuneration policies and procedures¹⁷.

¹⁶ The Risk Management function is represented in FinecoBank by the CRO Department. The two terms are used interchangeably throughout the document.
¹⁷ Cf. ESMA Guidelines on certain aspects of the MiFID II remuneration requirements.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
21

Teleborsa: distribution and commercial use strictly prohibited

emarket

eilr storage

CERTIFIED

FINEC

2.2 CONTINUOUS MONITORING OF MARKET TRENDS AND PRACTICES (BENCHMARKING)

To ensure the competitiveness and effectiveness of remuneration as well as transparency and internal equity, Fineco monitors national and international market trends and practices. In particular, in order to assess the consistency of the remuneration of the Identified Staff and their positioning in relation to the reference market, compensation benchmarking analysis are carried out with respect to a list of selected competitors (i.e. peer group), with the support of the independent external advisor to the Remuneration Committee¹⁸.

The identification of the peer group takes into consideration a panel of Italian financial intermediaries listed on the FTSE MIB or FTSE MidCap stock indexes and comparable from the point of view of the reference sector (Banking/Asset Management/Wealth Management), the business model, in terms of size (market capitalization, total assets, staff) profitability and performance (Return on Equity, Total Shareholder Return).

The specific characteristics of Fineco's business model require the identification, in line with the criteria outlined above, of a peer group composed of companies that differ in size and complexity, in order to ensure an adequate level of comparability of remuneration components.

The results of the benchmark analysis are provided to the Remuneration Committee, to assist in formulating opinions to the Bodies of the Bank responsible for taking such decisions. Through benchmarking, we aim at adopting a competitive compensation structure for an effective retention and motivation of the key resources, as well as for defining payments that are consistent with the long-term value for stakeholders.

The compensation structures, which are defined in relation to market-specific benchmarking, are in any case aligned with the values of the Group, with particular reference to compliance and sustainability. With respect to Identified Staff, market analyzes prepared by the external independent advisor, based on the peer group defined by the Remuneration Committee, are used to benchmark compensation policy and practices.

The peer group, subjected to annual review, for 2026¹⁹ includes:

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS

¹⁸ In order to ensure the independence of the External Advisor that supports the Remuneration Committee, the Group provides for a regular rotation of the consulting firm.

¹⁹ No variations compared to the 2025 peer group.

Teleborsa: distribution and commercial use strictly prohibited
enarket
sdir storage
CERTIFIED
FINEC

The Remuneration Committee constantly monitors the peer group, with particular reference to the Chief Executive Officer and General Manager, and in the event of aggregation or de-listing processes, makes the appropriate adjustments in line with the comparability criteria described above.

The benchmarking analysis shows that the CEO and General Manager's fixed remuneration is positioned below the median of the defined peer group (refer to paragraph 3.1)²⁰.

In addition to the peer group described above, for the Chief Executive Officer and General Manager, compensation trends are also monitored with respect to an international panel composed of companies selected on the basis of the specific business model and geographical relevance.

2.3 REMUNERATION SYSTEM AND ESG STRATEGY

Fineco Group is aware that its strategy, oriented to sustainable and organic growth, should necessarily be sided by a progressive integration of ESG principles in its business choices and operations management.

In 2023, the Group updated its sustainability strategy, through the definition of objectives and targets to be achieved over the three-year period 2024-2026. The 2024-2026 ESG MYP is designed to align business growth and financial solidity with sustainability, creating long-term value for all stakeholders. The plan sets objectives across the following key areas: responsible finance, diversity and inclusion, financial education and advisory, environment and supply chain, customer satisfaction, ESG governance, charitable giving, partnerships and relations with local communities.

In addition, to increasingly foster a culture of diversity and inclusion within the organization, the objectives defined as part of the Italian Gender Equality Certification pursuant to Law No. 162/2021 and Reference Practice UNI 125/2022, which certified Fineco's commitment to gender diversity topics, were included in the 2024-2026 ESG MYP.

Within the scope of the Certification, in addition to the Global Policy on Gender Equality and the new Global Policy on Diversity, Equity & Inclusion, already adopted to enhance diversity and ensure equal opportunities in the workplace²¹, a Management System for Gender Equality, overseen by a dedicated Steering Committee, has been defined. Furthermore, a Plan for the three-year period 2024-2026 with measurable objectives for each of the following areas was approved:

Culture, strategy and governance;
Supporting Parenting and work-life balance;
HR processes and Opportunities for growth and inclusion of the least represented gender in the company;
Gender Pay Equity.

For the purpose of defining a KPI in the "Gender Pay Equity" area, the Directive (EU) 2023/970, so-called "Pay Transparency", which introduces measures to promote equal pay between the most and least represented gender for the same job or for a job of equal value, has been taken into account.

As required by Article 5 EU Regulation No. 2019/2088, the information on how the Remuneration Policy is consistent with the integration of sustainability risks is illustrated below.

20 The results of the benchmarking analysis for the Chief Executive Officer and General Manager remain unchanged even when excluding from the calculation of the market median—both for fixed and variable remuneration—those companies at the extremes in terms of organizational complexity and size within the Peer Group (Anima Holding, Credem, Intesa Sanpaolo, UniCredit).

21 The Global Policy on Gender Equality and the Global Policy Diversity, Equity & Inclusion are is available on Fineco's website at the following link https://about.finecobank.com/it/sustainability/per-le-persone/.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
23

Teleborsa: distribution and commercial use strictly prohibited
enarket
sdir storage
CERTIFIED
FINEC

The sustainability objectives included in the short and long-term Incentive Systems for Employees were defined in line with the KPIs and targets set out in the 2024-2026 ESG MYP²², which also takes into account the materiality analysis²³.

In this respect, the 2026 scorecard of the CEO and General Manager²⁴, and that of the other Identified Staff, linked to the short-term incentive system, includes goals linked to sustainability within the two macro-categories “Stakeholder Value” and “Tone from the top”.

The “Stakeholder Value”, defined as the ability of creating and sustaining value for all stakeholders over the medium to long term, includes the objectives relating to the introduction in the platform of new funds with a Fineco ESG rating greater than or equal to 6 (average rating), customer satisfaction and the maintenance of EMAS Registration.

With regard to the environmental KPI, the Group is increasingly attentive to the integration of climate and environmental risks in the remuneration systems in order to promote behaviors consistent with the strategy adopted by Fineco in this area.

The macro-category “Tone from the top” considers the integrity of conduct and the spreading of the compliance culture within the organization and the promotion of sustainability initiatives.

Additionally, the long-term incentives system (2024-2026 LTI Plan) for employees, includes among its performance drivers three ESG KPIs related to the achievement of Diversity, Equity and Inclusion goals, Scope 1 and 2 emissions reduction and the enlargement of the ESG product offering under articles 8 and 9 SFDR funds.

The reporting on the Group’s impact, risks and opportunities related to the principles of diversity, equity and inclusion is an integral part of the fulfilment that are implemented through the sustainability reporting included in the Consolidate Financial Statement and drawn up in accordance with the regulations in force from time to time on corporate sustainability reporting (Corporate Sustainability Reporting Directive, CSRD).

Lastly, with reference to the 2026 Incentive System for Personal Financial Advisors, an increase in the bonus is provided for eligible beneficiaries who, at the end of the performance period, hold a share of assets in ESG Funds, SICAVs and Pension Funds classified under Articles 8 and 9 of the SFDR equal to at least 75% of all Funds, SICAVs and Pension Funds. In addition, a further boost is granted to eligible managers who, as part of their recruitment activities, bring on board a defined percentage of Financial Advisors belonging to the least represented gender.

FinecoBank Group is committed to developing and embedding a strong risk culture at all organizational levels, which represents a fundamental condition for ensuring sustainable long-term returns. Among the risks with potential ESG implications, operational risks and reputational risks are particularly relevant, as they may arise from specific social, environmental and customer-related risk factors.

2.3.1 GENDER NEUTRALITY IN THE REMUNERATION SYSTEM

The Fineco Group is committed to upholding the values of diversity, equity and inclusion as fundamental pillars of the organization and a sustainable business development through the adoption of organizational and management measures characterized by respect for human rights and freedom.

22 For details on the 2024-2026 ESG MYP objectives and targets, refer to the 2024 Consolidated Sustainability Reporting drafted pursuant to the CSRD, which can be found in the Consolidate Financial Statement.
23 The Materiality Analysis is the fundamental process for defining the sustainability strategy and aims to select the economic, environmental and social themes to be reported. For further details, please refer to the 2024 Consolidated Sustainability Reporting.
24 Cf. Section I, paragraph 4.2 for CEO and General Manager individual scorecard.
2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
24

Teleborsa: distribution and commercial use strictly prohibited
enarket
sdir storage
CERTIFIED
FINEC

As envisaged in the Global Policy Diversity, Equity & Inclusion and in line with the above-mentioned principles, Fineco is committed to a diverse, heterogeneous and non-discriminatory working environment, in order to increasingly foster mutual enrichment, equal opportunities, respect, listening, trust and collaboration, enhancing the skills, merits and talents of each person and promoting an inclusive and accessible language²⁵.

As part of these principles, the FinecoBank Group is committed to ensuring that the Compensation Policy is gender neutral, thus concurring to pursue equal opportunities in terms of professional development and remuneration.

From a remuneration standpoint, the goal is to ensure that individuals performing the same activities receive an equivalent level of remuneration.

In order to increase the sensitivity and the attention towards gender equality and diversity at all levels of the organization and to pursue gender neutrality in remuneration policies, the following measures were adopted, in application of the provisions of Circular No. 285 of 2013 of the Bank of Italy and the EBA Guidelines:

As part of the periodic review of the Remuneration Policy, the Board of Directors, with the support of the Remuneration Committee, assesses the gender neutrality of the policy and monitors any gender pay gap over time.
The Gender Pay Gap is monitored as the ratio between the average remuneration of the most represented gender and the average remuneration of the least represented gender²⁶ analyzing separately the members of the Board of Directors, Identified Staff personnel and the remaining staff.
In addition, as defined in the EBA Guidelines and the “Pay Transparency” Directive, the Equity Pay Gap is also monitored, which allows to make an assessment according to the concept of equal pay for equal work, factoring in the organizational complexity and the professional roles²⁷.
In order to further strengthen the commitment to gender-diversity topics with a specific focus on gender pay gap and gender balance and in line with the commitments undertaken as part of the Gender Equality Certification achieved in 2023, the 2024-2026 ESG MYP includes, among others, the following objectives:

1) an increase of at least 5% in the percentage of the least represented gender in the organization in positions of responsibility;
2) a Gender Equity Pay Gap below 5% for all comparable categories of employees²⁸.

In light of the above considerations, these targets are included in the Long-Term Incentive Plan for the 2024-2026 three-year period²⁹.
Since 2021, gender balance and gender pay gap objectives have been monitored as part of the Bank’s operational risks. In addition, both the Gender Pay Gap and the Gender Balance are disclosed in the Consolidated Sustainability Reporting.

For the purposes of calculating the Gender Equity Pay Gap, the Global Band and Job Families, defined within the Global Job Model, are applied to identify comparable categories of workers. For each comparable category, the ratio between women’s and men’s remuneration is then calculated, with reference to both fixed remuneration and total remuneration.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
25

25 For more details on equal opportunities initiatives and non-discrimination, please refer to the Consolidated Sustainability Reporting.
26 As defined by the Circ. No. 285 of 2013 (37th update).

27 To this end, the Global Job Model is used: a system that describes, standardizes and calibrates all roles.
28 The Gender Equity Pay Gap is defined as the residual pay gap net of the application of gender-neutral pay differentiation criteria.
29 The Management is empowered with reference to a gender-neutral application of the remuneration systems: from 2017 to 2023, the CEO and General Manager performance scorecard, as well as that of the other Identified Staff, included the sub-goal “Y/Y delta on Gender Pay Gap and Gender Balance” with reference to the short-term incentive system.

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdn storage

CERTIFIED

FINEC

Any gap greater than 5%, as established by the Pay Transparency Directive, is then analyzed by applying specific objective and gender-neutral criteria (e.g. job scope, responsibilities, performance, job level, seniority, etc.) that influence how remuneration is determined (Adjusted Pay Gap).

FOCUS: Global Job Model e Gender Equity Pay Gap

The Global Job Model is the system that evaluates and describes all positions within the organization and is marked by two distinctive elements:

(i) a Global Job Catalogue consisting of 3 Job Areas, i.e. the following levels of aggregation: Product & Business, Support and Corporate Center. The Job Areas are further broken down into Job Families (e.g. the Product & Business Job Area includes the 'products' and 'network' Job Families, among others).

ii) the Global Band, which evaluates and classifies all positions into Bands, ranging from the staff position to that of CEO and GM. In this context, factors such as process coordination, resource management, accountability for the performance and results of different teams or areas and the degree of influence on operational, business or functional strategies, are assessed.

For the purposes of calculating the Gender Equity Pay Gap, the Global Band and Job Families, defined within the Global Job Model, are applied to identify comparable categories of workers. For each comparable category, the ratio between women's and men's remuneration is then calculated, with reference to both fixed remuneration and total remuneration.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS

Teleborsa: distribution and commercial use strictly prohibited
FINEC

2.3.2 EMPLOYEES' WORKING CONDITIONS

In Fineco, people constitute one of the main Key Success Factors. The goal that we aim to achieve is to become "The Place To Be", a workplace in which everyone can fully express their potential and aspirations, free of any form of discrimination, contributing to the success and sustainability of the business.

With this aim, Fineco always invests in people's wellbeing and engagement, maintaining a fair and inclusive working environment as well as an adequate work-life balance. The employees can take advantage of a comprehensive welfare system, which is continuously evolving and improving.

With reference to the work-life balance initiatives, they may elect flexible arrangements in terms of working hours and remote working, maintaining the right to receive meal vouchers.

As part of the supplementary health care, employees are offered a Health Plan, which also benefits their tax-dependent family members, dental coverage and additional dedicated policies (e.g. Life, Accident, Disability, "Kasko" policies).

There are also several initiatives supportive of families, such as a maternity-related medical coverage, training programs designed to support parenting, a telemedicine service within the medical insurance. Coverage may be extended to common-law spouses. Finally, additional permits are available for breastfeeding, for the placement of children in kindergarten or nursery school, for key life events (like children graduation, mortgage signing, etc.) or to assist ill children or family members with disabilities, as well as contributions for disabled children and family members. In addition, a supplementary allowance is provided by the company is during parental leave.

Furthermore, it is possible to join the complementary pension fund as well as to access discounted conditions for banking products and other FinecoBank services.

In addition, FinecoBank is committed to ensuring employees' psychophysical well-being: to this end, besides the psychological support service and the creation of new spaces at the company offices dedicated to sociality, wellbeing and healthy lifestyles, fitness courses are available in the Wellness Area in Milan as well as training pills dedicated to nutrition.

Fineco is committed to support the employees' purchasing power through specific initiatives.

For example, in 2025 the employees received, in addition to a Productivity Award³⁰ of about €2,500³¹ net, a one-time net welfare contribution of up to €750³² net for purchasing goods and services.

The above-mentioned welfare initiatives, in line with our total reward approach, positively affect employee engagement and retention purposes.

More details about benefits are contained in Section I, paragraph 3.2.3. The welfare initiatives adopted in 2025 are described in the 2025 Consolidated Sustainability Reporting.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
27

30 Executives are not beneficiaries of the Productivity Award.
31 Maximum amount granted in case of electing to credit the award to the welfare account.
32 Ibidem.

Teleborsa: distribution and commercial use strictly prohibited
enarket
sdir storage
CERTIFIED
FINEC

2.4 COMPLIANCE DRIVERS

One of the key principles of the Compensation Policy is full compliance with the laws, regulations and statutory provisions as well as with codes of ethics or conduct, with the aim of promoting the adoption of compliant behaviors, as well as prevent or manage potential conflicts of interest between roles within the Bank or towards our customers.

The commitment towards compliance with internal and external regulations for the FinecoBank Group is demonstrated by the inclusion in the scorecard of the Identified Staff of a specific goal concerning the integrity of conduct and the spread of compliance and risk culture within the organization ("Tone from the top"), as a driver of sustainable value creation.

In this context, specific "Compliance drivers" requirements have been defined to support the design of remuneration and incentive systems.

In line with the applicable regulatory framework³³, a process is in place for updating the compliance drivers based on regulatory developments, with the involvement of the Compliance Function.

Compliance Drivers

Performance management

maintain an adequate ratio between economic and non-economic goals, depending on the role (in general, at least one goal should be non-economic);
qualitative measures must be accompanied by an ex-ante indication of objective parameters to be considered in the evaluation, the descriptions of expected performance and the person in charge of the evaluation;
non-economic quantitative measures should be related to an area for which the employee perceives a direct link between her/his performance and the trend of the indicator;
among the non-financial goals (quantitative and qualitative), include, where relevant, goals related to Risk as well as to Compliance (e.g. operational risks, climate risks, application of MIFID principles, compliance with banking transparency obligations, products sale quality, respect of the customer, Anti Money Laundering requirements fulfilment);
set and communicate ex-ante clear and pre-defined parameters, as drivers of individual performance, and for determining the amount of remuneration, the weights assigned to each criterion, the consequences of non-compliance and the steps and timeline of the evaluation process; in particular, the weights assigned to the criteria used to determine remuneration should not make the qualitative criteria insignificant, giving excessive priority to commercial ones;
ensure coherence between the targets set for the PFA Network within all incentive systems and the company's objectives;
avoid incentives with excessively short timeframes;
ensure, with specific reference to Identified Staff, an appropriate balance of key performance indicators related to risk management, taking into account the specificity of the role, with the aim of promoting sound risk-taking;
set, in particular for senior management, Key Performance Indicators (KPIs) which link incentives and accountability for remediation of findings issued by internal control functions and external authorities³⁴;

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
28

33 Ref. Bank of Italy Circular No. 285/2013, Section III, para. 2.2.2; EBA/GL/2021/04, para. 44.
34 Please refer to the paragraphs 2.3 and 5.2 of the ECB Draft Guide on governance and risk culture.

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINANCIAL
FINANCIAL SERVICES

for Control Functions (CRO, Compliance, Internal Audit and AML), HR and Manager in charge of preparing financial statements, objectives related to economic results must be avoided and individual goals set for employees in these functions shall reflect primarily the performance of their own function and be independent of results of monitored areas, in order to avoid conflict of interests;
apply the same approach adopted for Company Control Functions where possible conflicts may arise due to the function's activities. In particular, this is the case of functions (if any) performing control activities pursuant to internal/external regulations such as some structures that perform accounting/tax activities;
avoid employee incentive systems linked to the achievement of tax-reduction targets or that generally induce employees to make unethical tax decisions or to violate laws and regulations³⁵;
in case individual performance evaluation systems are fully or partially focused on the manager decision making authority, the evaluation parameters should be defined ex-ante, clear and documented at the beginning of the evaluation period. Such parameters should reflect all applicable regulation requirements (also in line with the regulation references reported in previous paragraphs). The results of managerial evaluation should be formalized for the adequate and predefined monitoring process by the proper functions;
the entire evaluation process, which must be clearly written and documented according to the principle of transparency, should be designed to support prudent risk management;
introduce penalty mechanisms into the remuneration systems, based on the evaluation of indicators of compliance and quality of the behavior/operations of Financial Advisors, which can lead, depending on the severity, to interventions to reduce the amount of bonuses accrued based on the plans of incentives for the network with the aim of promoting and incentivizing compliance with regulations and company processes.

Definition of Incentive Systems and Clients' interests

take into account, in the definition of remuneration policies, the decisions taken by the corporate bodies with regard to the products and services offered and, in particular, with regard to their target market, the identification of which is based on the compatibility between the customers' needs and the ability of the products and services to satisfy them (see ESMA Guidelines on product governance pursuant to MIFID II);
define incentives to encourage responsible professional conduct, prudent risk management and fair treatment of clients and to avoid conflicts of interest. This principle is also applicable to the remuneration and quantitative and qualitative criteria used to evaluate the performance of members of the bank's management body and senior management, in order to avoid conflicts of interest or incentives that could lead them or relevant individuals to favor their own interests or those of the firm to the potential detriment of client interest;
promote a customer-centric approach which places customer needs and satisfaction at the forefront and which will not constitute an incentive to sell unsuitable products to clients;
consider, even in remuneration systems of the external networks (Financial Advisors), the principles of fairness in relation with customers, management of legal and reputational risks, protection and loyalty of customers, compliance with the provisions of law, regulatory requirements, and applicable self-regulations;

³⁵ See Decree of the Ministry of Economy and Finance of 29 April 2024 establishing the "Code of Conduct for Participants in the Collaborative Compliance Regime".

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
29

Teleborsa: distribution and commercial use strictly prohibited
ethernet
ENERGY
ENERGY
FOR WOMEN IN SCIENCE
L'ENERGY
CERTIFIED
FINEC

create incentives that are appropriate in avoiding potential conflicts of interest with customers, considering fairness in dealing with customers, transparency and the endorsement of appropriate business conduct, in the best interest of the customer;
promote responsible risk management for personnel assigned to the evaluation of credit rating, and to consider the results of complaints management and customer care quality for personnel handling complaints;
establish incentives for personnel involved in the provision of investment services and activities that are not based solely on financial parameters, but also take appropriate account of qualitative aspects of performance, also in order to avoid potential conflicts of interest inherent in the relationship with clients;
avoid incentives on a single product / financial instrument or specific categories of financial instruments, as well as single banking product;
for Commercial Network Roles, performance goals shall be defined including drivers on quality/ riskiness/sustainability of the products sold, in line with client risk profiles. Particular attention shall be paid to the provision of non-economics goals for customer facing roles selling products covered by MiFID Directive; for those roles, incentives must be set in order to avoid potential conflict of interest with customers;
in compliance with the applicable regulatory provisions (Circular No. 285/2013 Bank of Italy, part. I, Title IV Chapter 2 Section III), maintenance of adequate balance of fixed and variable compensation elements also with regard to the role and the nature of the business performed. The fix portion is sufficient in order to allow the variable part to decrease, and in some extreme cases to drop down to zero;
in case of a multiple contracts offer aside of a credit contract, if the side contract is optional, even through third parties, in order to avoid the offer of unsuitable, incoherent and not appropriate product to the customer's interests and objectives, remuneration and appraisal of sale staff (employees and third personnel) do not incentive the combined sale of the two contracts more than a separate sale of the same products;
FinecoBank Group adopts and applies remuneration policies and practices that take into account consumers' rights and interests, in relation to the products offer. To this extent, Fineco ensures that:
a) the remuneration does not provide, among others, an incentive to pursue own interests or the Company's, with a harm for its customers;
b) proper measures are in place to consider any risk that could harm the customers, providing for organizational measures regarding the launch of new products or services, that appropriately take into account their remuneration policies and practices and the risks that these products or services may pose. In particular, before launching a new product, it should be necessary to assess whether the remuneration features related to the distribution of that product comply with the firm's remuneration policies and practices and therefore do not pose conduct of business and conflicts of interest risks.
c) the variable remuneration:
i. is linked to clearly predetermined and communicated quantitative and qualitative criteria and such that some criteria, especially qualitative criteria, are not made meaningless;
ii. does not provide an incentive to offer a specific product or a specific category of products or a combination of products (i.e. because those are particularly convenient for the Company or the relevant subjects or the intermediaries), if doing so would harm the customer in terms of unsuitability of the product for its financial needs, or because it is more expensive than another equivalent and suitable product;

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
30

Teleborsa: distribution and commercial use strictly prohibited
ethernet
FINEC

iii. is adequately balanced with respect to fixed remuneration;
iv. is subject to adjustment mechanisms that can reduce the amount or eliminate it, for instance in case of behaviors that directly or indirectly damaged the costumers, as well as in case of a violation of the relevant regulation (Title VI T.U.B.) or the related provisions that protect the customers' interests;
v. the criteria used to assess career progression comply with the MiFID II remuneration requirements. For instance, the career progression management systems should not be used to reintroduce quantitative commercial criteria upon which may depend relevant persons' career advancement and having an impact on their (fixed and/or variable) remuneration that may create conflicts of interests that may encourage such relevant persons to act against the interests of their firms' clients.

Compliance

for the purpose of granting incentive, the absence of any ongoing or closed proceeding or disciplinary sanctions and/or sanctions by regulatory authorities and any operational losses or negative impacts on the Bank's risk profile should be considered. For personnel in the networks and for those with control tasks, special reference is made to the supervisory regulations on banking transparency and fairness of relations between intermediaries and customers, as well as those on anti-money laundering;
provide for clauses for the cancellation of the incentive in the event of non-compliant behavior or disciplinary actions;
rewarding system communication and reporting phases shall clearly indicate that the final evaluation of the employee achievements will also rely, according to local requirements, on qualitative criteria such as:
a) compliance to external (i.e. laws/regulations) and internal rules (i.e. policies) and company values
b) mandatory training completion
c) existence of disciplinary procedures officially activated/in progress and/or disciplinary sanctions actually applied.

With regard to the network's Financial Advisors, particular attention is paid to all commercial initiatives that involve the aforementioned network.

Such initiatives may be organized after the evaluation and authorization of the competent Bank's Bodies and they represent business actions aimed at providing guidance to the sales network towards the achievement of the period's commercial targets (also intermediate) and with a direct impact on the budget and related incentive systems.

The initiatives can also have the function to accelerate the achievement of certain objectives of the incentive system.

The aforementioned compliance requirements ("compliance drivers") must also be considered for the network of Financial Advisors, as applicable.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
31

Teleborsa: distribution and commercial use strictly prohibited

enarket

FINEC

FOCUS: Control Functions

To further ensure compliance with internal and external regulations, there are specific provisions applicable to the functions and bodies involved in conducting controls:

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.
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 $^{36}$ and the incentive systems reflect the nature of their responsibilities and are 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*37. Role-Based Allowances (RBA) are considered fixed remuneration.
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.
For the above-mentioned Heads of Corporate Control Functions, starting from 2023, the weight of the Tone from the top objective has been increased to 20 percent of the overall scorecard in view of the specificity of the role. In this context, the promotion of sustainability initiatives and behaviors is also evaluated.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS

Teleborsa: distribution and commercial use strictly prohibited
FINEC

2.5 PAY FOR SUSTAINABLE PERFORMANCE

The objectives are defined consistently with the strategic guidelines, in line with the 2026 objectives linked to the 2024-2026 Multi-Year Plan. Performance is also evaluated in terms of risk-adjusted profitability taking into consideration ex-ante and ex-post mechanisms.

Incentive systems must not favor in any way risk-taking behaviors in excess of the risk appetite envisaged by the business strategies; in particular, they should be aligned with the Risk Appetite Framework ("RAF").

In line with the principle of Pay for Sustainable Performance, the following criteria are considered for the definition of performance targets, for performance appraisal and for the payment of variable remuneration.

2.5.1 DEFINITION OF PERFORMANCE TARGETS

Consider the customers and their needs as the central focus of all incentive systems;
design forward-looking incentive plans which balance the achievement of internal key drivers with external measures of value creation for the market;
consider performance on the basis of annual achievements and on their impact over time;
individual performance appraisal cannot be based solely on financial criteria $^{38}$, but should also be based on non-financial criteria, considering the specificity of each role;
maintain an adequate balance between economic and non-economic objectives, also considering performance targets such as risk management, adherence to internal or external regulations and to the Group's values or customer satisfaction and/or loyalty and other behaviors;
consider initiatives that aim at improving the Company's ESG performance.

2.5.2 PERFORMANCE APPRAISAL

Base the Group's performance evaluation upon profitability, capital strength and other drivers of sustainable business with particular reference to risk, cost of capital and efficiency;
design flexible incentive systems such as to manage payout levels in consideration of the Bank's and of FinecoBank Group performance results and individual achievements, adopting a meritocratic approach to selective performance-based reward, including, where appropriate, the possibility of paying no variable remuneration at all;
adopt and maintain measures to effectively identify cases of not acting in the client's best interest and take corrective action and to guarantee that evaluations and appraisals linked to compensation are, as far as possible, available for the scrutiny of independent checks and controls;
assess all incentive systems, programs and plans in order to avoid the risk of damaging our Company's reputation.

2.5.3 PAYMENT OF VARIABLE COMPENSATION

Defer, as foreseen by regulatory requirements, performance-based incentive pay-out to coincide with the risk timeframe of such performance by subjecting the pay-out of any deferred component of performance-based compensation to the actual sustainable performance demonstrated and maintained over the deferral timeframe, so that the variable remuneration takes into account the time trend of the risks assumed by the Group;

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
33

Teleborsa: distribution and commercial use strictly prohibited

enarket

sdir storage

CERTIFIED

FINEC

subject the variable component to ex-post correction mechanisms (malus and claw-back) suitable to reflect the performance levels net of the risks assumed or actually achieved and the trend of capital and liquidity levels as well as to take into account individual behaviors in line with the relevant legislation³⁹;
consider claw-back actions as legally enforceable on any performance-based incentive paid out on the basis of circumstances subsequently proven to be erroneous⁴⁰;
include malus and claw-back clauses, namely respectively the reduction / cancellation and the reclaim of any form of variable remuneration, in the event of individual conduct in violation of external regulations or internal codes (see below "Focus on compliance breach, individual Malus and Claw-back");
require the employee or the Financial Advisor not to use personal hedging strategies or remuneration and liability-related insurance or other strategies to undermine or modify the risk alignment effects embedded in their remuneration arrangements. The detailed rules of the Incentive Systems also describe such obligation. In order to ensure compliance with this provision, the Company Control and HR Functions establish a procedure to carry out checks on the internal custody or administration accounts of the personnel Identified Staff and request to disclose the existence of custody and administration accounts with other intermediaries, as well as any transactions and financial investments made. A sample, non-exhaustive list of transactions and subjects covered by the personal hedging ban is communicated to all Identified Staff.

FOCUS: Compliance breach, individual Malus and Claw-back

Fineco reserves the right to activate malus and claw-back mechanisms, meaning respectively the reduction/cancelation and the return of any form of variable compensation.

The malus clause (i.e. the reduction/cancelation of the variable remuneration) can be activated with reference to the variable remuneration to be paid or awarded but not already paid, which the compliance "violation" is referred to. In case the variable pay affected is not enough to ensure an adequate malus application, the reduction can be applied also to other components of variable remuneration.

The claw-back clause (i.e. the restitution 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.

The claw-back clause can be activated for a period up to 5 years after each tranche (upfront or deferred) has become available to the beneficiary (that means after deferrals and/or applicable re

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
34

Teleborsa: distribution and commercial use strictly prohibited
FINEC

tention periods), even after the termination of the employment relationship and/or of the role and takes into account legal, pension and tax aspects and the time limits provided by law and practices locally applicable.

Malus and claw-back can be activated upon the assessment of certain behaviors within the referred period, which starts with the performance period and ends with the tranche becoming available to the beneficiary (that means after deferrals and/or applicable retention periods), in case the staff⁴¹:

has adopted 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; for example, any deficiency or violation of the regulatory provisions on banking transparency and fairness of relations between intermediaries and customers under, among others, MIFID II regulations, as well as those on anti-money laundering, are relevant;
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 its 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, inter alia, in respect of fraudulent behavior or characterized by gross negligence during the reference period;
has infringed the requirements set out by articles 26 and 53 TUB, where applicable, or the obligations regarding remuneration and incentives.

In 2018 the Compliance Breach Committee was established⁴², composed of the Chief Executive Officer and General Manager, the Head of Human Resources, the Head of Compliance, the Head of Anti-money Laundering and the Head of Internal Audit⁴³. With reference to FinecoBank's Identified Staff, the Committee is responsible for assessing potential impacts on variable remuneration following the ascertainment of any anomalous conduct or violations, which may entail sanctions, as well as in the event of sanctioning proceedings or sanctions in the process of being initiated, have been initiated or are otherwise pending against the individuals concerned or the Bank. Such assessments are carried out on the basis of notifications received from the Bank's functions, Internal Audit or Public Authorities.

⁴¹ Employees and all personnel, including Personal Financial Advisors.
⁴² For the PFA Identified Staff, the functions of Compliance Breach Committee are covered by the competent Disciplinary Committee.
⁴³ The Head of Internal Audit is a permanent member of the Committee, without voting rights.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
35

Teleborsa: distribution and commercial use strictly prohibited

emarket

EINEC

In particular, ex-post clauses may be applied to staff who are directly responsible for a compliance breach, while also assessing whether such clauses should be extended to staff whose responsibilities cover the areas which the relevant events occurred⁴⁴.

On the basis of the analyses carried out and in relation to the seriousness of the violation, the Committee submits to the Board of Directors - after review by the Remuneration Committee, in accordance with the established governance framework - the measures to be adopted with reference to the variable remuneration of Identified Staff (reduction/cancellation - (malus) or return - (claw-back).

⁴⁴ ESMA guidelines on certain aspects of MIFID II remuneration requirements.

2.5.4 SHARE OWNERSHIP GUIDELINES

In line with the Pay for Sustainable Performance principle, minimum share-ownership requirements are established for Executives, with the aim of aligning top management's interests with those of shareholders by ensuring an appropriate level of personal investment in FinecoBank shares over time. As part of a total compensation approach, equity-based incentives provide opportunities for share ownership, in compliance with applicable laws.

Specifically, the share-ownership requirements for the Chief Executive Officer and General Manager are equal to 300% of fixed remuneration, while for the other Executives with strategic responsibilities it corresponds to 200% of fixed remuneration.

Population	Shares Ownership	%
CEO and General Manager	3 x annual fixed remuneration	300%
Other Executives with strategic responsibilities	2 x annual fixed remuneration	200%

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS

Teleborsa: distribution and commercial use strictly prohibited
FINEC

As a rule, the established levels described in the above table above must be reached within 5 years from the initial appointment to the covered role or starting January 1st, 2025, for individual already holding such positions, and must be maintained for the entire duration of the role.

The required levels should be achieved through a linear pro-rata approach, ensuring a minimum annual progression.

Involved Executives must refrain from entering into schemes or arrangements that specifically protect the unvested value of equity granted under incentive plans ("hedging").

Any breach of the above-mentioned minimum levels as well as any form of hedging shall be considered in violation of compliance rules and will trigger the consequences provided for under the applicable laws, regulations and procedures.

2.5.5 EXEMPTIONS IN CASE OF EXCEPTIONAL CIRCUMSTANCES

As provided under Article 123-ter, letter 3-bis of the TUF, as amended by Legislative Decree No. 49/2019, in exceptional circumstances FinecoBank may temporarily derogate from its remuneration policies, while still complying with all legal and regulatory requirements. Exceptional circumstances are understood exclusively as situations in which a deviation from the remuneration policy is necessary in order to safeguard the Company's long-term interests and sustainability, or to ensure its market competitiveness. By way of example and without limitations, exceptional circumstances are understood as extraordinary and unforeseeable situations such as a resolution or post-resolution scenarios, changes of control, negative impacts on shares resulting from de-mergers, capital reductions due to losses through share cancellation, and similar events.

The process is summarized as follows.

The Board of Directors, upon the opinion of the Remuneration Committee and after consultation with the Risk and Related Party Committee – consistently, whenever applicable, with FinecoBank Group Global Policy for the management of transactions with parties in a potential conflict of interests within the FinecoBank Group – may temporarily derogate from the Remuneration Policy with respect to certain remuneration elements described in paragraphs 3.2 and 3.3 Section I of this document, specifically the short-term and long-term variable remuneration systems in the exceptional circumstances identified above.

Information regarding the application of any derogation (specifically, the elements to which derogation applies, the description of the exceptional circumstances that made the derogation necessary, the process followed for its application and the remuneration awarded as a result of such derogation) will be disclosed in the Remuneration Report, that will be submitted to the Shareholders' Meeting for approval in the year following the application of the derogation.

2026 REMUNERATION POLICY AND REPORT FUNDAMENTALS
37

Teleborsa: distribution and commercial use strictly prohibited

emarket

edir storage

CERTIFIED

INTRODUCTION
FUNDAMENTALS
COMPENSATION STRUCTURE
2026 COMPENSATION SYSTEMS
2024-2026 LTI PLAN

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINEC

3

COMPENSATION STRUCTURE

3.1 RATIO BETWEEN VARIABLE AND FIXED COMPENSATION

Compensation levels and ratio between the fix and the variable component of the overall remuneration for Identified Staff are managed and monitored according to our business strategy and aligned with Group performance over time.

In compliance with the applicable regulations⁴⁵, the adoption of the maximum pay ratio of 2:1⁴⁶ for staff belonging to business functions is confirmed.

For the rest of the employees, a maximum ratio between the components of remuneration equal to 1:1⁴⁷ is usually adopted, except for the Identified Staff of the Company Control Functions⁴⁸, for which it is provided that the variable remuneration cannot exceed 1/3 of the fixed remuneration.

For the Head of Human Resources and the Manager in charge of preparing financial statements, the remuneration is predominantly fixed. For the aforementioned functions, the incentive mechanisms are consistent with the assigned tasks.

For Financial Advisors belonging to Identified Staff, the 2:1 ratio is adopted between the non-recurring and the recurring component of the remuneration.

The adoption of a ratio of 2:1 between variable and fixed compensation has no impact on the Bank's ability to comply with all regulatory requirements, in particular capital requirements.

⁴⁵ Cf. Circular No. 285/2013, Part One, Title IV, Chapter 2, Section III. In line with the regulatory provisions (see Circular No. 285/2013, Part One, Title IV, Chapter 2, Section I, para. 8.1), the Remuneration Policy of Fineco Asset Management DAC (FAM) is aligned with the applicable sectoral framework. In particular, for (FAM) personnel performing activities exclusively for the company, the sectoral regulation does not provide for a predefined maximum limit on variable remuneration.
⁴⁶ As approved by the Fineco Shareholders Meeting on June 5, 2014. Since the conditions underlying the request approved in 2014 have not changed, no further approval of the aforementioned maximum ratio is required.

47 The variable component, where applicable, is kept limited for all the personnel belonging to the corporate control functions and the human resources function.
48 Meaning CRO, Compliance, Internal Audit and AML

Maximum ratio between variable and fixed compensation

Employees	Business functions	2:1
	Identified staff of company control functions	1:3
	Other employees	1:1
	Head of Human Resources and Manager in charge of preparing financial statements	fixed compensation > variable compensation
PFA Identified Staff	2:1

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE
39

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

With reference to the Mr. Alessandro Foti, a maximum ratio between variable and fixed remuneration of 2:1 applies.

For the purpose of applying this ratio, please note that, effective 1 January 2026, the Board of Directors, upon proposal of the Remuneration Committee, has set a fixed remuneration of €1,250,000⁴⁹.

Therefore, for 2026, the maximum variable remuneration for Mr. Alessandro Foti is composed of:

short-term variable remuneration, related to 2026 performance, up to a maximum of €1,500,000;
long-term variable remuneration, corresponding to the pro-rata quota of the 2024-2026 LTI Plan, amounting to €1,000,000.

In detail, from a pay-for-sustainable-performance perspective, considering the Group's organic and structural growth and the resulting enhancement of the responsibilities entrusted to the executive body, the Board of Directors deemed it appropriate to review the remuneration package of the Chief Executive Officer and General Manager, which had remained unchanged since 2020. The comparison with 2020 indeed shows a marked improvement in the Company's performance indicators, including those relating to growth, cost efficiency and value creation for shareholders.

Category	KPI	2025	2020	2025 vs 2020
Value creation	ROE	25.2%	21.1%	19%
	TOTAL NET SALES	13,441	9,283	45%
	NET PROFIT	647.0	323.6	100%
	TOTAL REVENUES	1,316.5	774.4	70%
	ROAC	71.96%	63.27%	14%
Performance	TSR⁵⁰	37.8%	21.8%	74%
Efficiency	COST/INCOME RATIO	27.06%	34.81%	-22%

⁴⁹ Compared to the fixed remuneration of €1,000,000 received in 2025, which had remained unchanged since 2020.

⁵⁰ Calculated as (end-of-period share price – beginning-of-period share price + dividends paid during the period) / beginning-of-period share price.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE
40

Teleborsa: distribution and commercial use strictly prohibited

emarket

FINEC

In addition, and consistently with the above, consideration was given to the progressive increase in the complexities associated with the supervision exercised by the European Central Bank following the classification of the Group as a Significant Institution pursuant to Article 6, paragraph 4, of Regulation (EU) No. 1024/2013, effective as of 1 January 2022.

Finally, in line with the principle set out in the Remuneration Policy regarding the continuous monitoring of market trends and practices to motivate and retain the key resources of the organization, the Remuneration Committee, with the support of a leading consultancy firm, carried out an assessment of the competitiveness of the remuneration components of the Chief Executive Officer and General Manager.

The benchmarking analysis highlighted a positioning below the market median of the

relevant Peer Group (see paragraph 2.2), both for fixed remuneration (–30%) and for maximum variable remuneration (–30%).

Following the remuneration review, which resulted in a partial realignment of both the fixed and maximum variable components towards the market median (–15%), the pay-mix of the Chief Executive Officer and General Manager is structured as follows:

fixed remuneration equal to 33%;
short-term variable remuneration linked to annual performance, up to a maximum of 40%;
long-term variable remuneration, including the annual pro-rata portion of the Long-Term Incentive Plan, up to a maximum of 27%.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited
ethernet
FINEC

This remuneration review forms part of a broader process aimed at enhancing the overall economic value proposition for all employees, which resulted in an increase of approximately 16% in average employee remuneration (excluding the CEO&GM) over the 2020–2025 period.

In parallel with the remuneration review for the Chief Executive Officer and General Manager, it was considered appropriate to further strengthen the pay-for-sustainable-performance principle by providing, on an ex-ante basis, disclosure in the 2026 performance scorecard of the assessment thresholds for the achievement of each economic/financial KPI with respect to the relevant target (see paragraph 4.2, Section I).

3.2 EMPLOYEES51

Within the framework provided by the Compensation Policy, the companies of the Group are committed to ensure fair treatment in terms of compensation and benefits regardless of gender, age, sexual orientation and identity, disability, health status, ethnicity, nationality, political opinion, religious belief or any other personal, social or professional characteristic or condition.

The total compensation approach provides for a balanced package of fixed and variable, monetary and non-monetary elements, each designed to impact in a specific manner the motivation and retention of employees.

In line with the applicable regulations, particular attention is paid to avoid incentive elements in variable compensation that may induce behaviors not aligned with the company's sustainable business results and risk appetite.

As a Policy target, the fixed component of the compensation for Identified Staff is benchmarked to the market median, subject to the need to increase the competitiveness of the remuneration package to attract and retain strategic resources, with individual positioning being defined on the basis of specific performance, potential and people strategy decisions.

With particular reference to Identified Staff, within the governance defined according to the applicable laws and regulations, the Board of Directors, upon proposal of the Remuneration Committee, establishes the compensation structure for Identified Staff, defining the mix of fixed and variable compensation elements, in line with market trends and internal analysis.

Moreover, the Board of Directors annually approves the criteria and features of Identified Staff incentive plans, ensuring the appropriate balance of variable reward opportunities within the pay mix structure.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE
42

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

TYPE OF REMUNERATION	PURPOSES	FEATURES
3.2.1. FIXED COMPENSATION
The fixed salary remunerates the role covered and the scope of responsibilities, reflecting the experience and skills required for each position, as well as the level of excellence demonstrated and the overall quality of the contribution to business results	Fixed salary is appropriately defined for the specific business in which an individual works and for the talent, skills and competencies.
The fixed compensation is sufficient to reward the activity performed even if the variable part of the remuneration package is not paid due to non-achievement of performance goals such as to reduce the risk of excessively risk-oriented behaviors, to discourage initiatives focused on short-term results and to allow a flexible bonus approach.	Specific pay mix composed by fix and variable compensation is defined with respect to each target of employee population.
With particular reference to Identified Staff, the Remuneration Committee proposes to the Board of Directors:
- the criteria to perform market benchmarking analysis for each position in terms of compensation levels and pay mix structure, including the definition of a specific peer group.
- the positioning in terms of compensation, in line with relevant market's competitive levels, to define individual compensation reviews as necessary.
3.2.2. VARIABLE COMPENSATION
The variable compensation includes payments depending on performance and amounts agreed between company and personnel in view of or upon the early termination of the employment or office (excluding termination benefits and indemnity in lieu of notice), carried interests and more generally any other form of remuneration that is not uniquely qualify as fixed remuneration	Variable compensation aims to remunerate achievements by directly linking pay to performance outcomes in the short, medium and long-term.	- Adequate range and managerial flexibility in performance-based pay-outs are an inherent characteristic of well-managed, accountable and sustainable variable compensation.
- Incentives remunerate the achievement of performance objectives, both economic and non-economic.
- An appropriately balanced performance-based compensation element is encouraged for all employee categories as a key driver of motivation and alignment with organizational goals.
- The systems features, including performance measures and pay mechanisms, avoid an excessive short-term focus by reflecting the principles of this policy, focusing on parameters linked to profitability and sound risk management, in order to guarantee sustainable performance in the medium and long-term.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited

emarket

PINECE

TYPE OF REMUNERATION	PURPOSES	FEATURES
Incentive Systems linked to yearly performance (Short Term Incentives or STI)	Aim to attract, motivate and retain strategic resources in alignment with national and international regulatory requirements and with best market's practices.	Pay-out is based on the "Bonus Pool" providing for a comprehensive performance measurement at individual and at Group level.
Reward is directly linked to performance, which is evaluated on the basis of results achieved and in alignment with the Group integrity values.
Performance Management is the annual process of assigning objectives and evaluating them, which guarantees, in a fair and transparent manner, consistency between bonuses and individual performances for the entire organization.
Where foreseen by regulations, the pay-out is phased to coincide with an appropriate risk time horizon. The incentive plans for Identified Staff are aligned with the interests of the shareholders and the other stakeholders and with long-term, firm-wide profitability, providing for an appropriate allocation of a performance related incentive in cash and in shares, upfront and deferred.
Individuals' behavior (compliance with internal and external rules and regulations, absence of disciplinary sanctions or proceeding, other external sanctions or sanctioning proceedings, relevant operational losses, non-compliant conduct with a negative impact on the Bank or Group companies, breaches of the personal hedging ban and completion of mandatory training) as well as continuous employment during the reference period are verified for the purpose of assigning an incentive award.
Long-term Incentive plans (Long Term Incentive or LTI)	The aim of these plans is to strengthen the link between variable pay and long-term results and to further align the interests of Management to those of Shareholders.	For the 2024-2026 performance period, a share based Long Term Incentive Plan for selected resources considered "key roles", has been approved.
The plan sets financial and sustainability goals coherent with Group long-term objectives established within the 2024-2026 Multi Year Plan.
The Plan provides entry and malus conditions, claw-back conditions and a specific risk adjustment mechanism.
The Plan provides for the payment of a bonus in FinecoBank shares, over a multi-year period.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

TYPE OF REMUNERATION	PURPOSES	FEATURES
3.2.3. BENEFITS
These include welfare benefits supplementary to social security plans and are intended to provide substantial guarantees for the well-being of staff and their families during the active career as well as the retirement	Benefits aim to reflect internal equity and overall coherence of our remuneration systems, catering to the needs of different categories as appropriate and relevant.	■ In coherence with Fineco Bank Group governance framework and Global Job Model, benefits are assigned against general criteria for each employee category. ■ In addition, special terms and conditions of access to various FinecoBank Banking products and other services may be offered to employees in order to support them during different stages of their lives. ■ FinecoBank has always been attentive to the psychophysical well-being of its employees. In this context, various measures are in place to ensure an effective balance between work and private life, with particular attention to safeguarding of parenthood. ■ In addition, employees can take advantage of benefits that improve contractual provisions and public services within of pension, health care and work-life balance support.
Insurance Plans	As part of the supplementary health care, our employees enjoy healthcare benefits that supplement social security plans.	■ Employees are offered a comprehensive Health Plan, extended to their tax-dependent family members, which allows them to take advantage of various health services (e.g., surgery, highly specialized treatments and diagnostics, dental coverage, physiotherapy and maternity-related treatments, etc.) without advance payments or with the possibility to ask for reimbursement. ■ In addition, Employee Benefit insurance policies are available for all employees, covering the risk of professional and non-professional injuries, disability and death. Furthermore, a Professional Kasko policy, which covers damages to vehicles driven by the employee during a business trip, is available and an Extra-Professional Kasko policy is offered at a discounted price.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited

emarket

FINEC

TYPE OF REMUNERATION	PURPOSES	FEATURES
Complementary pension plans	Supplementary pension plans are a form of support for employees, supplementing the mandatory pension plan.	■ Complementary pension plans are offered by external pension funds, legally independent from the Group. In particular, the pension funds usually subscribed by employees are “closed” funds. ■ Subscribers can elect their contribution, depending on their own risk appetite, among investment lines characterized by different risk/yield ratios. ■ For employees who choose to join the reference Pension Fund for FinecoBank, the Company recognizes a contribution calculated on the compensation useful for calculating the “Trattamento di Fine Rapporto”, if the employee chooses to pay the contribution at his own expense.
Mobility management		■ For employees with managerial qualifications and for those who, as part of their business, travel around the area for service reasons, a car is assigned for mixed use. The choice of available models is in line with the objectives set out in the ESG Multi-Year Plan, providing only hybrid and / or electric cars, with the aim of reducing the environmental impact resulting from vehicular traffic. ■ The employees can take advantage of the specific initiatives included in the Commuter Benefit Plan aimed at reducing the environmental impact of vehicular traffic in urban and metropolitan areas.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

FINEC

3.2.4 TERMINATION PAYMENTS

The last update of the remuneration policy in the event of early termination of the employment relationship ("Termination Payments Policy" - so-called "Severance") has been approved by the Shareholders' Meeting on April 10, 2019, implementing the regulatory provisions provided by Bank of Italy Circular 285 and in particular the provisions on remuneration amounts agreed upon early termination.

With the exception of the notice required by law and Severance Payments, the aforementioned amounts constitute variable remuneration and should therefore be included in the calculation of the variable remuneration limit for Identified Staff, with the exception of:

the fees for non-competition agreements that do not exceed a fixed annual remuneration for each year of the term of the agreement
the amounts for the settlement of a current or potential litigation related to the termination of the employment relationship, if calculated on the basis of a predefined formula in the Policy.

Therefore, it has been determined a predefined formula for the calculation of severances that, if used, allows not to compute them within the maximum limit set for variable remuneration.

Reference is made to the aforementioned Policy regarding criteria, limits and authorization processes in relation to termination payments.

In general, the calculation of any severance pay-outs prescribed or suggested by the specific market of reference takes into consideration the long-term performance in terms of shareholder added value, as well as any local legal requirements, collective/ individual contractual provisions, and any individual circumstances, including the reason for termination.

As a rule, termination payments – including any payment in lieu of notice – do not exceed 24 months of total compensation and, in any case, any additional payments beyond the payment in lieu of notice do not exceed eighteen months of total remuneration. The total remuneration is calculated by considering the average of the bonuses actually received over the 3 years preceding the termination, after the application of malus and claw-back clauses. In any case, termination payments – which are calibrated also taking into account the length of the employment relationship – do not exceed the amounts provided for by applicable laws and/or collective agreements.

As a rule, discretionary pension benefits are not granted and, in any case, even if they may be provided in the context of local practices and/or, exceptionally, within individual agreements, they are paid consistently with the specific and applicable laws and regulations.

The individual contracts must not contain clauses envisaging the payment of indemnities, or the right to keep post-retirement benefits, in the event of resignations or dismissal without just cause or if the employment relationship is terminated following a public purchase offer. In case of early termination of the mandate, the ordinary law provisions would therefore apply.

The payments defined accordingly replace the provisions of the national collective contract of employment in case of termination, and they will be awarded only under subscription of an out of court agreement that implies a waiver by the beneficiary, with regards to any claim linked to the employment relationship and the role covered. These agreements are defined keeping into account all the applicable regulations; therefore, they do not include payments and awards due on the basis of law provisions and collective contract.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

3.2.5 OTHER REMUNERATION COMPONENTS

Additional elements of remuneration may be envisaged, subject to a specific decision-making process through the involvement of the relevant functions and, where envisaged, the corporate bodies.

In line with market practices, welcome bonus and retention bonus are considered variable remuneration and are limited only to exceptional situations related to (i) the need to attract the best competencies from the market, compensating, at the time of recruitment, for the loss of any elements of remuneration accrued in the previous employment relationship, (ii) 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 that the skills and capabilities necessary for the development and continuity business are in place, also taking into account individual performance and the criticality of the role.

As provided for in Bank of Italy Circular No. 285 of 2013 and in the EBA Guidelines, bonuses linked to the hiring of new staff may be paid not more than once to the same person, neither by the bank nor by any other company in the banking group, in a lump sum at the time of hiring or during the first year of employment, provided that the Bank has a sound capital base. In the latter case, they contribute to the determination of the limit of the ratio between fixed and variable remuneration in the first year.

Retention bonuses, in accordance with the aforementioned regulations, may be paid to staff on the basis of their remaining in service for a predetermined period of time or until a specified

event occurs, and are not paid until the fulfilment of predefined retention and/or performance conditions has been verified, at the end of the specified retention period or upon the occurrence of the specified event.

Retention bonuses cannot, however, be used to shield personnel from the reduction or cancellation of variable remuneration resulting from ex ante and ex post correction mechanisms, nor can they lead to a situation where the total variable remuneration is no longer linked to the performance of the individual, the individual business unit, the bank and the group.

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 $^{52}$ .

All remuneration classified as variable remuneration is subject to the applicable rules (e.g. cap on the ratio between variable and fix remuneration, deferral, compliance with ex-ante risk adjustment conditions) as well as to malus conditions and claw-back actions, to the extent 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.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdn storage

CERTIFIED

FINEC

3.3 FINANCIAL ADVISORS

Financial Advisors are tied to the Company by an agency agreement, under which the Advisor is engaged on a permanent basis (without representation) to provide independent services for the promotion and placement of financial instruments and Banking/financial services in Italy, as well as insurance and welfare products or any other products indicated in the contract. Advisors are also responsible for diligently monitoring the assistance to the existing and/or allocated customers in order to fulfil the Company's objectives.

In accordance with existing regulations, contractual relationships with customers acquired by the Financial Advisor, and any other that is subsequently allocated, are conducted exclusively between the customer and the Bank.

FinecoBank's Network of Financial Advisors is composed by:

Area Manager
Group Manager
Financial Advisors

The Group Managers and the Area Managers are Financial Advisors with a secondary role of coordinating.

In particular, Area Managers are responsible for coordinating Advisors in their geographic area, for growing the business and for reaching the targets set by Commercial Department and are supported - for the purposes of coordination activity - by Group Managers.

The Commercial Department uses Company's internal structures, to provide support to the network. Their tasks are to control the local activities and provide support for commercial activity.

The provisions of this Compensation Policy also apply to the members of the Financial Advisors' Network, in line with the Advisors' specific remuneration features.

Financial Advisors are freelancers and their remuneration is entirely variable. The regulatory requirements$^{53}$, in order to adapt the same employees' rules on compensation structure, based on a fixed and on a variable component, established for Financial Advisors a comparison between "non-recurring" pay component and variable remuneration and between "recurring" pay component and fix remuneration.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

53 Circ. of Bank of Italy No. 285/2013.

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

TYPE OF REMUNERATION	PURPOSES	FEATURES
3.3.1. RECURRING REMUNERATION
This is the most stable and ordinary part of the total remuneration, equivalent to the fixed salary of employees	Recurring remuneration is sufficient to reward the activity rendered even if the variable part of the remuneration package is not paid due to non-achievement of performance goals such as to reduce the risk of excessively risk-oriented behaviors, to discourage initiatives focused on short-term results and to allow a flexible bonus approach.	■ Sales commissions, in other words the payment to the Financial Advisor of a percentage of the sales charge, paid by the customer at the time of purchase of investment instruments. It is paid on an individual basis or as a supplement if the Advisor has been given coordination tasks. ■ Management and maintenance commission, in other words the Financial Advisor monthly remuneration for assistance provided to customers during the contract, commensurate with the average value of the investments and the type of product, paid on an individual basis or as a supplement if the Advisor has coordination tasks.
3.3.2. NON-RECURRING REMUNERATION
It represents the part of the remuneration that has an incentive value (linked, for example, to the increase in volumes of net deposits, the overcoming of certain product benchmarks, the launch of new products, etc.) and is equivalent to the variable compensation of employees. In particular, are defined incentive Systems, linked to short-term performance and tied to reach certain goals	Aims at motivating, retaining and rewarding Financial Advisors and Managers of the Network, in full alignment with the regulatory requirements.	■ Pay-out is based on the "Bonus Pool" providing for a comprehensive performance measurement at individual and at Group level. ■ Reward is directly linked to performance, which is evaluated on the basis of actual results. ■ For the Financial Advisors belonging to Identified Staff, a dedicated incentive system ("PFA Incentive System") was defined, whose pay-out, as foreseen by regulations, is phased to coincide with an appropriate risk time horizon. The design features of the plan is aligned with shareholder interests and long-term, firm-wide profitability, providing for an appropriate allocation of a performance related incentive in cash and in shares, upfront and deferred. ■ For all the Financial Advisors not belonging to Identified Staff, specific incentive systems were defined, as, for example, "Incentive Plans for PFA-Area Managers-Group Managers", and specific retention initiatives such as the "Additional Future Program". This plan is dedicated to selected PFA and network Managers not Identified Staff and provides the accrual of annual awards (subject to the achievement of specific performance conditions, and the compliance of individual behaviors) in specific insurance policies. The release of those awards is provided at the reach of the retirement age. ■ All the incentive systems provide for ex-ante ("entry conditions") and ex-post (malus on any deferred components) adjustment mechanisms and claw-back clauses.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited
emarket
sdir storage
CERTIFIED
FINEC

TYPE OF REMUNERATION	PURPOSES	FEATURES
		■ the award of individual incentives is subject to a compliance assessment of individual behaviors (compliance with internal and external rules, Compliance rules and Group’s integrity values and regulations and absence of disciplinary actions). The findings of the external Supervisory Authorities and the Internal Audit Department are also taken into account. 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 mandatory training and internal rules, transparency, MIFID, AML and disciplinary actions. This system is applied during the incentive period and can lead to the revision of the amount of the accrued bonus.
■ Furthermore, in line with the provisions of Bank of Italy Circular No. 285, a specific operational risk indicator acts as a corrective modifier to the bonus accrued by Consultants with managerial responsibilities, in order to encourage correct behavior and compliance.
3.3.3. BENEFITS
Benefits support the well-being of consultants during the agency contract	Benefits contribute to motivate and retain Financial Advisors.	■ Insurance packages (such as death and disability policies) are offered to all Financial Advisors. Furthermore, additional insurance policies (such as Health Plan) are offered upon the occurrence of specific conditions.
■ Special conditions may be offered for access to various banking products and other Fineco services, in order to provide support during the agency mandate.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE
51

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINEC

3.4 SALE STAFF (EMPLOYEES AND THIRD PERSONNEL)

The existing provisions on Bank Transparency (for reference, "Disposizioni in materia di trasparenza delle operazioni e dei servizi bancari finanziari – Correttezza delle relazioni tra intermediari e clienti") issued by Bank of Italy on March 19, 2019, appoint two categories of staff (relevant subjects and credit intermediaries)⁵⁴ which remuneration has to follow further principles, in addition to the ones provided in Section I, paragraph 2 of the 2026 Remuneration policy.

In particular, these subjects' remuneration has to be:

coherent with Group's objectives and values;
inspired by diligence, transparency and fairness criteria in the approach to FinecoBank S.p.A.'s customers, towards the protection and retention of them and aimed at keeping legal and reputational risks under control;
considerate of any risk that could cause harm to the customers;
not only based on economic goals and should not induce to purse self-interests or FinecoBank's, with a prejudice for customers, nor to offer products that do not meet the customers' interests;
linked to quantitative and qualitative criteria (i.e. customer fidelity) and not only based on the achievement of targets linked to products' sale;
adequate in a manner that does not induce to offer specific products, or specific categories or combinations of products just because more fruitful for FinecoBank S.p.A. or for the relevant subjects or intermediaries themselves, if that could harm the customers in terms of an offer based on a product that does not meet their financial needs, or which is more expensive than other equally adequate products with respect of the customers' needs;
adequately balanced with respect to fixed remuneration;
subject to malus, claw-back and zero-factor (see Focus on compliance breach, individual malus and claw-back).

The total number of relevant subjects as of December 31, 2025 is equal to 3,076, of which 205 in a managerial position; these subjects, Financial Advisors allowed to off-site sales, are also entitled to present and offer loan contracts and to other activities pursuant the conclusion of loan contracts⁵⁵.

Regarding the personnel who has to evaluate the credit rating, remuneration ensures the adequate risk management by the Bank. Personnel who are assigned to handle complaints, remuneration takes into consideration, among other things, the results of the complaints management and the costumer care quality.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair storage
CERTIFIED
FINEC

3.5 NON-EXECUTIVE MEMBERS OF ADMINISTRATIVE AND AUDITING BODIES

For non-executives members of Board of Directors and for the members of the Board of Statutory Auditors, in line with the regulatory provisions, incentives systems are avoided. The remuneration of said subjects is fixed and is defined on the basis of the relevance of the role, of possible additional duties, and of the requested efforts for carrying out the assigned tasks and is not linked to economic results.

As provided by Bank of Italy provisions on remuneration policies and practices, the remuneration of the Chair of the Board of Directors is not higher than the fixed remuneration of the Chief Executive Officer.

In line with the Articles of Association of FinecoBank, the Shareholders' Meeting resolves on the remuneration due to Directors for the activities carried out within the Board of Directors, the internal Board Committees, and other bodies established within FinecoBank S.p.A.

In this regard, with reference to the presentation by the Board of Directors of its own slate of candidates, the outgoing Board of Directors, upon proposal of the Remuneration Committee, is submitting to the Shareholders' Meeting convened for 29 April 2026 its slate of candidates for the renewal of the Board, together with a proposal regarding the remuneration to be assigned to the members of the newly appointed Board of Directors and its Committees.

For the purposes of formulating the above-mentioned remuneration proposal, the following elements were taken into consideration, among others:

the progressive increase in the Bank's organizational and operational complexities resulting from its organic and business growth;
the need to define competitive remuneration in order to attract the best profiles in terms of skills and professional experience for the role of Director of FinecoBank and member of the internal Board Committees, in line with the recommendations of the Corporate Governance Code and the applicable fit & proper regulations;
an adequate differentiation of fees depending on the complexity of the position held and the resulting level of commitment required to perform it;
market benchmark data on the remuneration of members of administrative bodies and internal Board Committees, prepared by the independent external advisor to the Remuneration Committee, based on a sample of the main FTSE MIB-listed banks comparable with Fineco.

In addition, the Shareholders' Meeting is also called upon to resolve on the allocation of the annual remuneration due to the Board of Statutory Auditors for the entire duration of its mandate.

2026 REMUNERATION POLICY AND REPORT COMPENSATION STRUCTURE
53

Teleborsa: distribution and commercial use strictly prohibited

emarket

edir storage

CERTIFIED

INTRODUCTION
FUNDAMENTALS
COMPENSATION STRUCTURE
2026 COMPENSATION SYSTEMS
2024-2026 LTI PLAN

Teleborsa: distribution and commercial use strictly prohibited
enarket
Fair Storage
CERTIFIED
FINEC

4 COMPENSATION SYSTEMS

4.1 PROCESS TO DEFINE IDENTIFIED STAFF

The self-evaluation process to define the Identified Staff population, including Financial Advisors, is conducted yearly.

The definition of the 2026 Identified Staff at FinecoBank Group level is in line with the provisions of the Circular No. 285 of 2013 of the Bank of Italy and the EU Delegated Regulation 923/2021⁵⁶.

Specifically, also to ensure a uniform approach standard at Group level, an evaluation process is performed in which the quantitative and qualitative criteria envisaged by the aforementioned regulatory provisions are analyzed according to the definitions contained therein.

These criteria are applied considering role, decision-making power, actual responsibilities and, additionally, total remuneration levels. In line with the qualitative criteria, all employees with a Global band title equal to or higher than band 5 (Senior Vice President) are in any case included among the Identified Staff⁵⁷.

For the purposes of applying the quantitative criteria based on staff remuneration, the fixed and variable remuneration awarded in the previous financial year was considered on a cash-based basis⁵⁸.

The assessment is carried out with the involvement of FinecoBank's Compliance and Risk Management functions, with the support of the independent external consultant of the Remuneration Committee, and it is submitted for review to the Internal Audit function. The Board of Directors approves the outcome of the assessment upon proposal of the Remuneration Committee and following the involvement of the Risk and Related Parties Committee.

The assessment process resulted, for the year 2026, in the identification of a total of 26⁵⁹ individuals, including: the Chief Executive Officer and General Manager, Executives with strategic responsibilities, positions with managerial responsibility over the Bank's Control Functions (Compliance, Risk Management, Anti-Money Laundering and Internal Audit), as well as other positions that may have a material impact on the Group's risk profile⁶⁰.

A total of 25 Financial Advisors⁶¹ were also identified, selected also through an "additional" qualitative criterion based on business risk (i.e., the risk of reduced profitability for the Bank resulting from the departure of Advisors from the Network and the associated loss of clients and assets). This is the only type of risk attributable to the activity of Financial Advisors, given that they are not granted any delegations for the assumption of any other form of risk.

Regarding employees, the following categories of employees have been defined for 2025 as Identified Staff: Chief Executive Officer and General Manager, Executives with strategic responsibilities, executive positions in Company

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINEC

Control Functions (Compliance, CRO, Internal Audit and AML) and other positions that are responsible for strategic decisions which may have a relevant impact on the Group's risk profile⁶².

Specifically, the following categories of Financial Advisors have been identified for 2026 as Identified Staff⁶³:

individual Financial Advisors with total remuneration greater or equal to €750,000 and falling within the top 0.3% of the PFAs in the Network in terms of total remuneration;
with regard to Financial Advisors holding a managerial role, those Managers coordinating Financial Advisors with total asset greater than or equal to 5% of the total assets attributable to the PFA Network.

4.2 2026 INCENTIVE SYSTEM FOR THE CEO AND EMPLOYEES IDENTIFIED STAFF

As in the past years, the 2026 Incentive System, as approved by the Board of Directors of FinecoBank on January 22, 2026 takes into consideration the national and international regulatory requirements and directly links bonuses with company results, ensuring the link between profitability, risk and reward.

In particular, the system provides for:

the allocation of a variable incentive defined on the basis of the determined Bonus Pool linked to company performance, of the individual performance appraisal and of the

internal benchmarking on similar roles as well as compliant with the maximum ratio between fixed and variable remuneration approved by the Shareholder's Meeting;

the definition of entry conditions, assessing the Group's performance in terms of profitability, capital and liquidity, the achievement of which allows to define the Bonus Pool that can be used. In the event that the entry conditions are not met, the Bonus Pool related to the 2026 performance will be set to zero, while previous systems deferrals could be reduced from 50% to 100% of their value, based on final actual results;
risk-adjusted measures in order to guarantee long-term sustainability, regarding Company financial position and to ensure compliance with regulations;
a balanced structure of "upfront" (following the moment of performance evaluation) and "deferred" payments, to be paid over a period of up to maximum 6 years;
the delivery of free FinecoBank shares⁶⁴ subject to a retention period as required by law. In fact, the payment structure requires a one-year retention period for both upfront and deferred shares;
buy-back and disposal of treasury shares.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
56

62 The list of Fineco Group Identified Staff includes also the CEO of Fineco Asset Management DAC. The process for identification of Identified Staff at local level is carried out by Fineco Asset Management in application of the specific criteria set out in the ESMA Guidelines on sound remuneration policies under the UCITS Directive and AIFMD - ESMA/2016/411.

63 These criteria also apply to the identification of 'Relevant Persons' pursuant to the ESMA Guidelines on Certain Aspects of the Remuneration Requirements of MIFID II (ESMA35-43-3565).

64 In compliance with sectorial regulations, the personnel of Fineco Asset Management DAC - Identified Staff of the Group - is the beneficiary of the FAM Incentive System, for which the use of UCITS-compliant instruments is envisaged.

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair storage
CERTIFIED
FINEC

The Bonus Pool process includes the following steps:

BUDGET	ACCRUALS	ENTRY CONDITIONS ASSESSMENT	FINAL BONUS POOL
BONUS POOL DEFINITION PHASE
The Bonus Pool definition process starts with the definition of the "funding rate" in the budget phase	YEARLY PROCESS PHASES
During the year, accruals are made based on actual results	ENTRY BONUS POOL ADJUSTMENT RANGES
Entry Conditions assessment
CRO evaluation of adherence to Risk Appetite Framework	FINAL BONUS POOL AVAILABLE FOR INCENTIVES
Comparison with historical data
"Business perspective" on "appropriate Pool" to be paid out

Budget

The Bonus Pool process starts with the definition of the "funding rate" during budgeting phase. The funding rate for FinecoBank 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 and previous year pool. The Bonus Pool is submitted for approval to the Board of Directors of FinecoBank S.p.A.

Accruals

During the year of performance, accruals are based on actual results.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

Entry conditions and Risk Adjustment

Specific "entry conditions" are set at Group level based on performance indicators in terms of profitability, capital and liquidity.

The entry conditions defined for 2026 – working also as malus conditions for the previous incentive systems deferrals – are reported in the following table.

Entry conditions
PROFITABILITY	Net Operating Profit Adjusted >0
Net Profit >0
CAPITAL	CET 1 Ratio > 14%*
Leverage Ratio > 3.84%*
LIQUIDITY	Liquidity Coverage Ratio > 340%*
Net Stable Funding Ratio > 215%*

*Corresponding to the Risk Tolerance level defined in the 2026 RAF.

Net Operating Profit adjusted is the Net Operating Profit reported in the Financial Statement, with the exclusion of any extraordinary item as considered appropriate by the Board of Directors upon proposal of the Remuneration Committee.
Net Profit is the Net Profit reported in the Financial Statement that may be adjusted in order to exclude any extraordinary item, as considered appropriate by the Board of Directors upon proposal of the Remuneration Committee.
Common Equity Tier 1 Ratio is the ratio between the Common Equity Tier 1 capital and the Risk Weighted Assets.
Leverage Ratio: the ratio between Tier 1 capital (numerator) and the bank's total exposures (denominator), including both on-balance sheet and off-balance sheet items.
Liquidity Coverage Ratio is the ratio between the stock of "High Quality Liquid Assets" and the "Net Cash Outflows" in the following 30 calendar days in a high stress liquidity scenario as defined by the Supervisory Authorities.
Net Stable Funding Ratio is the ratio between the Available Stable Funding and the Required Stable Funding.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
58

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
2020
FINEC

The entry conditions work on the basis of an on/off mechanism, affecting the Bonus Pool as follows:

A. OPEN 100%

If all entry conditions are met (option "A"), the Bonus Pool can be confirmed or adjusted based on the assessment of the risk parameters, as described below.

B. ZERO FACTOR

If even one entry condition is not met (option "B"), the malus clauses are activated leading to the application of the Zero Factor for the Identified Staff⁶⁵. For the rest of the population a significant reduction will be applied. It is understood that the Board can allocate part of the pool for retention purposes or to ensure market competitiveness.

65 For the Identified Staff belonging to the Control Functions, Human Resources and for the Manager in Charge of the Financial Statements, the implications on the annual bonus of the application of the Zero Factor are specifically assessed by the Board of Directors, considering their independence with respect to the economic results of the areas subject to their control.

In case all entry conditions are met (option A), the "multiplier" deriving from the overall assessment of the risk factors included in the CRO Dashboard can be applied to the Bonus Pool.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
59

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINEC

The CRO Dashboard comprises a set of indicators selected from the KPIs included within the Risk Appetite Framework (RAF). The RAF is an integral part of the Internal Control System and represents the reference framework that defines—consistently with the business model, the Group's strategic guidelines, and the maximum risk that can be assumed—the risk appetite, tolerance thresholds, risk limits, risk governance policies, and the related processes required to define and implement them.

As part of the RAF design, the scope of risks considered includes both those provided for by prudential regulation for the calculation of prudential requirements on a consolidated basis (Pillar 1 requirements, liquidity requirements, leverage ratio, etc.) and all risks identified as material or relevant through the risk inventory process⁶⁶ or on the basis of SREP outcomes⁶⁷.

The Risk Appetite structure includes a Statement, which qualitatively defines the Group's positioning in terms of strategic objectives and related risk profiles, and a dashboard, which translates the strategic objectives set out in the Statement into a set of quantitative, risk/performance metrics and limits, appropriately calibrated to represent the material risks to which the Group is exposed.

For each indicator, the corresponding levels of Risk Appetite, Risk Tolerance, and Risk Capacity are defined, namely:

Risk Appetite: the amount of risk (overall and by type) that the Group intends to assume in pursuing its strategic objectives;
Risk Tolerance: the maximum deviation from Risk Appetite that is tolerated; the tolerance threshold is set so as to ensure that the Group, even under stress conditions, retains sufficient margins to operate within the maximum risk that can be assumed;
Risk Capacity: the maximum level of risk-taking that the Group is technically able to assume without breaching regulatory requirements or other constraints imposed by the Board of Directors or the Supervisory Authority.

The determination of thresholds is assessed on a case-by-case basis, including through decisions of the Board of Directors, taking into consideration stakeholder expectations and positioning relative to peers.

As previously mentioned, the CRO Dashboard includes a number of Group RAF indicators measured with reference to their respective relevant thresholds (Risk Appetite, Risk Tolerance and Risk Capacity) as described above.

With specific regard to the 2026 CRO Dashboard, the threshold values were approved by the Board of Directors at the meeting held on 22 January 2026, in connection with the approval of the 2026 Group Risk Appetite Framework.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
60

66 Activity aimed at identifying all risks to which the Group is, or may be, exposed—taking into account its operations and reference markets—and at formalising a map of the material risks at consolidated level.
67 As part of the Supervisory Review and Evaluation Process, aimed at forming an overall assessment of the Group and activating, where necessary, any corrective measures, the competent Supervisory Authority may identify additional risk categories not yet captured in the Risk Map.

Teleborsa: distribution and commercial use strictly prohibited
emarket
sdir storage
CERTIFIED
FINEC

The table sets out the selection of indicators in line with those defined in the Group Risk Appetite Framework for 2026.

2026
Dimension	KPIs	Risk Appetite	Risk Tolerance	Risk Capacity
Capital	CET1 Ratio (%)	-%	-%	-%
	MREL-LRE (%)	-%	-%	-%
	Risk Taking Capacity (%)	-%	-%	-%
Liquidity	LCR (%)	-%	-%	-%
	NSFR (%)	-%	-%	-%
Risk & Return	RAROE	-%	-%	-%
Credit Risk	Expected Loss stock (%)	-%	-%	-%
Interest Rate Risk on Banking Book	NII Sensitivity (%)	-%	-%	-%
Strategic Risk	Avg Duration bonds (with derivatives) (years)	-%	-%	-%
Operational, ICT & Cyber Risk	Operational Risk Losses / Revenues	-%	-%	-%
	ICT & Cyber Risk Index	-%	-%	-%
	Data Quality Indicator	-%	-%	-%

In line with the 2026 Risk Inventory process, a portion of the selected indicators reflects the trend of the risks considered most material for the Group. Specifically:

the main capital and liquidity indicators;
credit risks are covered by the Expected Loss stock (%) indicator, which represents the amount the Bank estimates it may lose over a one-year horizon on the perimeter of performing exposures;
interest rate risk in the banking book (IRRBB) is covered by the NII Sensitivity (%) indicator, which measures the sensitivity of net interest income to interest rate changes applying the parallel EBA shocks defined for this metric;
strategic risk is covered by the Avg Duration bonds (with derivatives) (years) indicator, which measures the duration of the bond portfolio;
ICT and security risk is covered by the ICT & Cyber Risk Index, which provides, through a synthetic assessment, a measure of FinecoBank's exposure to ICT and security risks;

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
61

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdn storage

CERTIFIED

FINEC

other operational risks, including conduct risk (typical of advisory activities with clients, a core business of the Parent Company) and third-party risk, are covered by the Operational Risk Losses / Revenues indicator, which compares the operational losses recorded by the Group with the revenues generated at the reference date;
data governance risk is covered by the Data Quality Indicator, which presents data quality for the reference period using a traffic-light representation.

The "multiplier" effect resulting from the overall assessment of the risk factors included in the CRO dashboard is applied to the Bonus Pool provided that all access conditions are met. The assessment of the CRO Dashboard, carried out by the CRO of FinecoBank and reviewed by the Remuneration Committee and the Board of Directors, is performed according to a methodology defined by the Risk Management function and approved by the Board of Directors.

The Bonus Pool adjustment ranges derived from the CRO Dashboard assessment are the same as the 2025 Incentive System, as follows.

50%

75%

100%

110%

120%

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited
FINEC

The Bonus Pool can be increased in application of the risk assessment (positive “+” or “++” rating) only in case of a positive EVA at the end of the financial year. In line with the 2025 System, the Remuneration Committee and the Board of Directors may apply a further adjustment up to +20%, while there is no limit to how much the Bonus Pool can be reduced.

In any case, as requested by regulations as per Bank of Italy provisions, the sustainable performance parameters and the alignment between risk and remuneration are assessed by the Remuneration Committee and by the Risk and Related Party Committee and defined by the Board of Directors.

The Board of Directors may not take into account, when deciding bonus, balance sheet extraordinary items that do not affect operational performance, regulatory capital and liquidity (e.g. goodwill impairment, extraordinary contributions to deposit guarantee schemes, etc.).

Moreover, following potential changes in current regulations and/or in relation to potential extraordinary and/or unpredictable contingencies that can impact the Group, the Bank or the market in which they operate, the Board of Directors, having heard the opinion of the Remuneration Committee and upon competent functions proposition, maintains the right to amend the system and relevant rules.

Overall performance assessment and individual bonus allocation

An annual performance assessment framework supports the 2026 Incentive System.

The assessment assures a connection between performance and variable remuneration, clarity of performance objectives and coherence with business strategy. The performance management process ensures that all Identified Staff receive their own individual goals at the beginning of the year and includes a rigorous review of their goals achievements. Short-term variable remuneration, for instance, is determined based on specific, clear and measurable performance indicators, through an assessment based on objective drivers.

The individual goals are assigned through the Scorecard, which ensures an appropriate balance between economic-financial and non-economic factors, also considering performance goals linked to Risks and Compliance, adherence to Group values and ESG parameters. This approach ensures medium-term sustainability for the Group and all its stakeholders.

Specifically, the 2026 Scorecard for Identified Staff provides for a minimum of 5 and a maximum of 8 goals, in line with the Group strategy, of which 4-6 goals linked to the 2026-2029 Multi-Year Plan or to business objectives and/or role-related objectives, with an overall weight of 80% of the Scorecard, and up to 2 sustainability goals - defined as the ability to generate and sustain value for all stakeholders over the medium to long term - accounting for 20% the Scorecard.

For Company Control Functions, the Human Resources department and the Manager in charge of financial statements, all goals linked to economic results must be excluded, in order to minimize potential conflicts of interest and ensure independence from the results of their respective areas.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
63

Teleborsa: distribution and commercial use strictly prohibited

emarket

FINEC

The goal-setting process for the Identified Staff is carried out by considering both strategic factors and business objectives, as well as the specific characteristics of each role. In addition, with the exception of the Heads of the Corporate Control Functions, all Identified Staff share the same sustainability objectives.

For the purposes of performance appraisal, a reference target is defined for each quantitative goal together with pre-established assessment ranges that determine the degree of achievement. These ranges allow for the assignment of a score on an increasing 5-level scale, each

associated with a descriptive rating (from "Below Expectations" to "Greatly Exceed Expectations"). For Mr. Alessandro Foti, the predefined assessment ranges (the so-called thresholds) are disclosed ex-ante within the 2026 Scorecard, as illustrated in the following paragraph, in order to further strengthen remuneration transparency and the pay-for-performance principle, also reflecting the feedback received during the dialogue with investors and proxy advisors.

The same rating scale is applied to qualitative objectives, which are assessed based on objective parameters defined ex-ante.

BELOW

ALMOST MEET

MEET

EXCEED

GREATLY EXCEED

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair 2020
FINEC

The overall performance is assessed from "Below" to "Greatly Exceed" on the basis of the weighted average of the scores assigned to each objective, also taking into account additional external context and/or market factors.

In line with the Pay for Performance principle, the determination of individual bonuses is directly linked to the overall performance appraisal.

Below is a graphical exemplification illustrating how the incentive curve operates. The curve is structures to measure the pay-out percentage through a linear progression between the minimum rating (or minimum threshold corresponding to "Almost Meet") and the maximum ("Exceed/Greatly Exceed"). By way of example, in the case of a "Meet" rating, it is possible to award a performance bonus equal to 80% of the maximum short-term variable remuneration, which may be increased up to 100% based on actual results.

	Performance vs. Target
		Below	Almost Meet	Meet	Exceed / Greatly Exceed
Payout*
Minimum Threshold	100%**
	80%
	30%
	0%

Performance
Rate scale according to linear progression

*Maximum short-term variable remuneration
** Corresponding to the regulatory CAP

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

To determine the individual bonus, individuals' behaviors are also considered, including compliance with internal and external rules and regulations, completion of mandatory training, absence of disciplinary sanctions or proceedings, absence of external sanctions or sanctioning proceedings, the occurrence of material operational losses or non-compliant conduct with a negative impact on the Bank or Group companies, and breaches of the personal hedging ban).

The Board of Directors, upon the favorable opinion of the Remuneration Committee, assesses the performance goals of the Identified Staff under the delegated powers currently in force and determines the amount of the bonus for the reference year.

2026 scorecard for Mr. Alessandro Foti

The 2026 scorecard defined and approved by the Board of Directors of FinecoBank S.p.A. as the main performance drivers for Mr. Alessandro Foti includes goals related to the Group profitability, with particular focus on risk and consistency with the Risk Appetite Framework and sustainability indicators.

In line with the principle of transparency in remuneration-related decision-making processes, the percentage weight of each financial and non-financial objective is indicated in relation to the overall performance assessment. The economic/financial KPIs and the sustainability parameters carry an overall weight of 80% and 20% respectively.

In addition, with a view to further strengthening the pay-for-sustainable-performance principle and ensuring an objective and transparent assessment of performance relative to expected results, the assessment thresholds for each economic/financial KPI in relation to the relevant target (budget/target) were disclosed ex-ante.

These ranges represent the reference parameter for determining whether the objective can be considered achieved, i.e. whether the descriptive rating "Meet Expectations" may be assigned.

With regard to sustainability parameters, the objectives are defined consistently with the Group's 2024–2026 ESG Multi-Year Plan, incorporating quantitatively measurable targets to ensure an objective and transparent evaluation.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
66

Teleborsa: distribution and commercial use strictly prohibited

emarket

FINEC

	Weight		#	Goal	Target	Threshold	Category
Financial	80%	30%	1	ROE	vs. budget	±5%	Value Creation
		10%	2	AUM Net Sales	vs. budget	±5%
		15%	3	Total Net Sales	vs. budget	±5%
		5%	4	New Clients	vs. target	±5%
		10%	5	OPEX	vs. budget	±4%	Cost Efficiency
		10%	6	Operational Losses on Revenues	vs. target	±10%	Risk
Sustainability	20%	10%	7	Stakeholder Value	Assessment based on: ■ At least 50% of new funds with a Fineco ESG rating ≥ 6 entered in the platform in 2025 on total new funds entered (ISIN) ■ Customer satisfaction > 90 points ■ EMAS Registration maintenance, which includes the achievement of the Environmental Program goals		Sustainability
		10%	8	Tone from the top on conduct and sustainability and compliance culture	vs. qualitative assessment based on: ■ Promotion of initiatives aimed at fostering staff integrity, sustainable behaviours, customer protection and trustworthiness by enhancing risk & control culture. ■ The overall status of audit, compliance, AML, Risk & Related Party Committee and External Authorities findings considering the type, severity and the timely completion of the related remedial actions.

The disclosure of the financial targets/budget values will be provided ex-post in the 2026 Remuneration Report. These are price-sensitive information items linked to the Group's strategies.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdn storage

CERTIFIED

FINEC

FOCUS: Financial Objectives defined in line with the 2026-2029 MYP:

ROE: the ratio of the net profit for the year to the book value of shareholders' equity (excluding valuation reserves) for the period.

AUM Net Sales: the net balance of capital invested by clients (inflows / subscriptions / gross inflows) into funds, insurance solutions and advisory products minus the capital withdrawn by clients (outflows / redemptions / repayments) over a given period of time, excluding changes in value due to market performance.

Total Net Sales: the net balance of the total capital invested by clients (inflows / subscriptions / gross inflows) into AUM (Managed assets: funds, insurance solutions, advisory products), AUC (Administrated assets: equities, bonds, certificates, etc.) and Direct deposits (current accounts and deposit accounts), minus the capital withdrawn by clients (outflows / redemptions / repayments) over a given period of time, excluding changes in value due to market performance.

New Clients: the number of new clients acquired during the period.

OPEX: the total amount of administrative expenses recognized on an accrual basis in the income statement for the year, i.e., staff expenses, operating expenses, expense reimbursements and depreciation/amortization.

Operational Losses on Revenues: the ratio of operational losses to the Bank's total revenues. Operational losses are recorded through the Bank's Loss Data Collection process, in accordance with internal procedures, and include events related to operational risk that generate a negative economic impact.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINECO

FOCUS: Sustainability Objectives

In line with the principle of aligning the Remuneration Policy with the Group's ESG strategy, the 2026 scorecard of Mr. Foti, linked to the short-term incentive system, includes sustainability objectives. Specifically, there are two macro-objectives: "Stakeholder Value" and "Tone from the", each with a 10% weight on the overall scorecard.

Within the "Stakeholder Value", coherently with the 2024-2026 MYP ESG, the following objectives were set:

Enlargement of the ESG product offering through the introduction of at least 50% of new funds with a Fineco ESG rating ≥ 6 on the total number of new funds entered the platform. The Fineco ESG rating assesses the environmental, social and governance sustainability of a financial instrument and it is calculated by Fineco by reprocessing the sustainability data provided by a leading company specialized in this sector. Fineco's ESG rating, which is also disclosed in the 2025 Consolidated Sustainability Reporting, to which reference is made for further details, ranges from 1 to 10, where 1 expresses a high sustainability risk and 10 expresses a low sustainability risk.
Achievement of a customer satisfaction score greater than 90 points, calculated by a third-party company on the basis of a proprietary algorithm combining satisfaction and preference indicators to measure the strength of the customer relationship.
Maintenance of the EMAS Registration, which certified the FinecoBank's Environmental Management System, implemented throughout the Italian perimeter according to the requirements of EMAS Regulation No. 1221/2009/CE. The objective includes the achievement of the KPIs set in the Environmental Improvement Program, which concern various areas, including, by way of example, energy efficiency, the reduction of emissions related to the mobility of personnel, the consumption of resources, etc.

Furthermore, in order to demonstrate the importance for the Group of the principle of compliance with internal and external regulations, and with the aim of further strengthening the risk and compliance culture, which are fundamental elements of Fineco's governance, the macro-objective "Tone from the top" is assigned to all Identified Staff and, in line with the best practices reported in the ECB Draft Guide on governance and risk culture Guide, includes:

All initiatives aimed at promoting integrity of conduct, sustainability behaviors and initiatives, customer protection and reliability through the strengthening of a risk and control culture (e.g. staff training, internal and external communication on the subject, specific communications by management, update and distribution of internal regulations).

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited
emarket
sdir storage
CERTIFIED
FINEC

The overall status of audit, compliance, AML, Risk and Related Party Committee and External Authorities findings considering the type, severity and the timely completion of the related remedial actions.

Al fine di rafforzare l'oggettività della valutazione dell'obiettivo "Tone from the top", è stato formalizzato e diffuso alle funzioni competenti un apposito Ordine di Servizio, che ne definisce l'ambito di applicazione e le modalità di valutazione.

Bonus payment

As approved by the Board of Directors on January 22, 2026, for the purpose of the applicable payment structure, the Identified Staff will be divided into 3 groups, according to the regulations.

Payment of the incentives is made through immediate and deferred tranches - in cash or in FinecoBank ordinary shares - over a period of up to 6 years:

in 2027 the first portion of the overall incentive ("1st tranche") will be paid in cash and the first tranche in shares is recognized, after verifying the compliance and adherence at the individual level of compliance rules and principles of conduct and behavior⁶⁸;
the remaining amount of the total incentive will be paid in several installments in cash and/or Fineco free ordinary shares in the period:
2028-2032 for the CEO and GM, and for the other roles foreseen by the legislation⁶⁹ with a significant variable remuneration (equal to or greater than €434,000)⁷⁰;
2028-2032 for the roles foreseen by the legislation⁷¹ with no significant amount of variable remuneration amount (below €434,000);
2028-2031 for other Identified Staff with no significant amount of variable remuneration;
the payment structure has been defined in line with Bank of Italy provisions requiring a retention period for both upfront and deferred shares;
Payment systems are based on different time horizons (5 and 6 total years) on the basis of the target population and of the total amount of variable remuneration awarded for the performance year, according to the schemes described below:

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

For CEO, GM and other roles provided by law with a “significant amount” of total variable remuneration in the performance year (≥ €434,000) a 5-year deferral scheme applies with an overall payout structure of 6 years, with 60% of bonus deferred, consistent with the 2025 payout scheme.

		2027	2028	2029	2030	2031	2032	Total
ALLOCATION	Cash	20%		12%			12%	44%
	Shares	20%		12%	12%	12%		56%
PAYOUT	Cash	20%		12%			12%	44%
	Shares		20%		12%	12%	12%	56%

% Upfront | % Deferred

For the other roles provided by law with no significant amount of total variable remuneration (< €434,000) a 5-year deferral scheme applies with an overall payout structure of 6 years, with 50% of bonus deferred.

		2027	2028	2029	2030	2031	2032	Total
ALLOCATION	Cash	25%		10%			10%	45%
	Shares	25%		10%	10%	10%		55%
PAYOUT	Cash	25%		10%			10%	45%
	Shares		25%		10%	10%	10%	55%

% Upfront | % 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.

		2027	2028	2029	2030	2031	Total
ALLOCATION	Cash	30%			10%	10%	50%
	Shares	30%	10%	10%			50%
PAYOUT	Cash	30%			10%	10%	50%
	Shares		30%	10%	10%		50%

% Upfront | % Deferred

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
71

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

Every tranche is subject to the Zero Factor related to the year of competence and to the verification of the compliance of individual behaviors$^{72}$:

all instalments are subject to the application of claw-back clause;
in compliance with the provisions of Circular No. 285$^{73}$, no deferral will be applied and the entire amount will be paid in cash when the annual variable remuneration is equal or less than the minimum threshold (€50,000) and is equal 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 closing market price of FinecoBank ordinary shares during the month following the Board resolution that evaluates the 2026 performance results;
free FinecoBank ordinary shares that will be allocated will be freely transferable;
the 2026 Incentive System provides for an expected impact on FinecoBank S.p.A. share capital of approximately 0.07%, assuming that all free shares for employees have been distributed also 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 additional relevant personnel during the year, for severance payments or other needs not currently conceivable. The current overall dilution for all other outstanding equity-based plans for both Employees and Financial Advisors is about 0.4%; in any case, the 2026 Incentive System does not entail a dilution effect in the strict sense, as the FinecoBank shares granted are purchased on the market and are not the result of a free capital increase.
the beneficiaries cannot activate programs or agreements that specifically protect the value of unavailable financial instruments assigned within the incentive plans. Any form of coverage will be considered a violation of compliance rules and imply the consequences set out in the regulations, rules and procedure.

At the local level, the legal entities can calibrate the duration of the deferral schemes and/or use different financial instruments in line with market practices and the local regulatory framework.

With the exception of death and "good leaver" status, participation to the Incentive System will automatically lapse (as well as any right depending on the Incentive System) upon any of these circumstances happening:

i. The beneficiary communicates the termination or terminates his/her contract for any reasons; or
ii. The beneficiary is informed of the termination of his/her contract.

The "good leaver" status occurs only when the employee terminates his/her contract (or his/her contract is terminated) with the Company or any other company of FinecoBank Group, during the validity of the Incentive System, because of any of the reasons mentioned in the System's Rule (e.g. physical constraints, retirement, sale of the business...).

It is understood that the beneficiary has the right to receive any of the deferred payment already awarded but subject to a holding period.

72 Considering also the gravity of any internal/external findings by the competent Functions or Authorities (e.g. Internal Audit, ECB, Bank of Italy, Consob and/or analogous local authorities).
73 37th update to the Circ. No. 285 of Bank of Italy.
2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
72

Teleborsa: distribution and commercial use strictly prohibited
enarket
Fair Storage
CERTIFIED
FINEC

4.3 2026 INCENTIVE SYSTEM FOR FINANCIAL ADVISORS IDENTIFIED STAFF

Given the differences in the forms of remuneration and in the modalities of its generation, also for the PFA population Identified Staff in FinecoBank a specific Incentive System is provided. Mirroring what is designed for the Employees, the system is based on a Bonus Pool approach, it takes into account the national and international regulatory requirements, and it directly links bonuses with Group results, ensuring the link between profitability, risk and reward.

In particular, the 2026 Incentive System for PFA Identified Staff - as approved by the Board on January 22, 2026 - provides for:

allocation of a variable incentive defined on the basis of the determined Bonus Pool, of the individual performance appraisal as well as compliant with the ratio between "recurrent" and "no recurrent" remuneration approved by the Shareholder's Meeting;
the definition of entry conditions, which assess the Group's performance in terms of profitability, capital and liquidity, the achievement of which allows to define the Bonus Pool that can be used. In case entry conditions are not met, the Bonus Pool related to 2025 performance will be set to zero, while previous systems deferrals could be reduced from 50% to 100% of their value, based on final effective results;
risk-adjusted measures in order to guarantee long-term sustainability, regarding Company financial position and to ensure compliance with regulations;
definition of a balanced structure of "upfront" (following the moment of performance evaluation) and "deferred" payments, in cash and/or in shares, to be paid over a period of up to maximum 5 years;
the delivery of the share⁷⁴ instalments takes in alignment with the applicable regulatory requirements regarding the application of a retention period. In fact, the payment structure defined requires a one-year retention period for both upfront and deferred payments.

⁷⁴ As with the 2026 Incentive System for Employees, the FinecoBank shares used for the payment of incentives to PFA, will be purchased directly on the stock market, in accordance with Article 2357 of the Italian Civil Code.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
73

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storings
CERTIFIED
FINEC

In coherence with what previously described for the Employees, the process of Bonus Pool definition includes the following steps:

BUDGET	ACCRUALS	ENTRY CONDITIONS ASSESSMENT	FINAL BONUS POOL
The Bonus Pool definition process starts with the definition of the "funding rate" in the budget phase.	During the year, accruals are made based on monthly results and estimated inflows.
The funding rate set during the budgeting phase will determine the theoretical Bonus Pool at the end of the year.	Entry Conditions assessment
CRO evaluation of adherence to the Risk Appetite Framework.	Comparison with historical data
"Business perspective" on "appropriate Pool" to be paid out.

Budget phase

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. The Bonus Pool is submitted for approval to the Board of Directors of FinecoBank S.p.A.

Accruals

During the year, accruals are made based on monthly results and estimated inflows.

The funding rate set during the budgeting phase will determine the theoretical Bonus Pool at the end of the year.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
74

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

Entry conditions verification and risk adjustment

the "entry conditions" set at Group level are verified;
the Bonus Pool is risk adjusted in order to guarantee sustainability with respect to Fineco Risk Appetite Framework.

The entry conditions are based on performance indicators in terms of capital, liquidity and profitability. The entry conditions⁷⁵ defined for 2026 – working also as malus conditions for the deferrals of previous years' incentive systems – are reported in the following table.

⁷⁵ For the indicators' definitions, see paragraph 4.2

Entry conditions

| PROFITABILITY | Net Operating Profit Adjusted >0
Net Profit >0 |
| --- | --- |
| CAPITAL | CET 1 Ratio > 14%
Leverage Ratio > 3.84% |
| LIQUIDITY | Liquidity Coverage Ratio > 340%
Net Stable Funding Ratio > 215% |

Corresponding to the Risk Tolerance level defined in the 2026 RAF

The on/off mechanism of the entry conditions and the related effects on the Bonus Pool work as shown below:

A. OPEN 100%

If all entry conditions are met (option "A"), the Bonus Pool can be confirmed or adjusted on the basis of the assessment of risk parameters, as described below.

B. ZERO FACTOR

If even one entry condition is not met (option "B"), the malus clauses are activated leading to the application of the Zero Factor for the Identified Staff. For the rest of the population a significant reduction will be applied. It is understood that the BoD can allocate part of the pool for retention purposes or to ensure the competitiveness on the market.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
75

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

If all entry conditions are met, the "multiplier" deriving from the assessment of the risk factors included in the CRO Dashboard can be applied to the Bonus Pool, pursuant to the defined methodology.

The CRO Dashboard, as described in paragraph 4.2, includes KPIs taken from the Risk Appetite Framework, measured with reference to the respective relevant thresholds (Risk Appetite, Risk Tolerance and Risk Capacity).

The "multiplier" effect deriving from the evaluation of overall CRO dashboard outcome made by the FinecoBank S.p.A. CRO is verified by the Remuneration Committee and the Board of Directors.

The CRO dashboard evaluation is carried out pursuant to a methodology defined by the CRO, as for the Employees System.

The Bonus Pool adjustment ranges deriving from the CRO Dashboard assessment, in line with the 2025 Incentive System, are as follows:

50%

75%

100%

110%

125%

The Bonus Pool can be increased in application of the risk assessment (positive "+" or "++" rating) only in case of a positive EVA at the end of the financial year. As provided in the 2025 System, the Remuneration Committee and the Board of Directors may apply a further adjustment up to +20%, while no limit is set in case the Bonus Pool is lowered with respect to the theoretical value.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
76

Teleborsa: distribution and commercial use strictly prohibited
enarket
Fair Storage
CERTIFIED
FINEC

In any case, as requested by regulations as per Bank of Italy provisions, the evaluation of the sustainable performance parameters and the alignment between risk and remuneration will be assessed by Remuneration Committee and Risk and Related Party Committee and defined by the Board of Directors.

The Board of Directors does not take into account, when deciding bonus, balance sheet extraordinary items that do not affect operational performance, regulatory capital and liquidity (e.g. goodwill impairment, extraordinary contributions to deposit guarantee schemes, etc.).

Moreover, following potential changes in current regulations and/or in relation to potential extraordinary and/or unpredictable contingencies that can impact the Group (e.g. delisting, change of control), the Bank or the market in which they operate, the Board of Directors, having heard the opinion of the Remuneration Committee and upon competent functions proposition, maintains the right to amend the system and relevant rules.

Overall performance assessment

Taking into account the specificities of the PFA business, and in continuity with the previous years' Incentive Plans in terms of business objectives, for the purposes of the 2026 Incentive System for PFA⁷⁶ the performance assessment of Financial Advisors included in the Identified Staff will be based on the following indicators:

total net sales goal and total net sales under management goal for PFAs and Group Managers individual net sales;
total net sales goal and total net sales under management achieved by the managed Financial Advisors for Group and Area Manager;
development activities (for instance planned and structured meeting with customers) for Group and Area Manager;
value generated by the requalification of assets in liquidity and asset under custody in Diversified asset under management.

Bonus payment

For Financial Advisors belonging to the Identified Staff, the payment structure provides for a 4-year deferral period. The payment of the potential bonus will therefore take place over a maximum period of 5 years. In particular:

in 2027 the first portion of the overall incentive ("1st tranche") will be paid in cash and the first tranche in shares is recognized, after verifying the compliance and adherence at the individual level of compliance rules and principles of conduct and behavior⁷⁷;
over the period 2028-2031 the remaining amount of the total incentive will be paid in several installments in cash and/or FinecoBank shares. Each individual tranche will be subject to the application of the Zero Factor relating to the year of competence and to the verification of compliance by each beneficiary with the compliance rules and the principles of conduct and behavior.

⁷⁶ Always taking into account the individual compliance condition, as described above.
⁷⁷ Considering also the seriousness of possible internal/external inspections (i.e. Internal Audit, Bank of Italy, Consob and/or similar local authorities).

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
77

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

In particular, the payment systems are differentiated on the basis of the total amount of variable remuneration⁷⁸ awarded for the performance year, according to the schemes described below:

⁷⁸ The definition of the overall variable remuneration threshold (±€434,000) follows the same logic described in the Incentive System for Employees Identified Staff.

For roles 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.

		2027	2028	2029	2030	2031	Total
ALLOCATION	Cash	20%	5%	5%	10%	10%	50%
	Shares	20%	15%	15%			50%
PAYOUT	Cash	20%	5%	5%	10%	10%	50%
	Shares		20%	15%	15%		50%

% Upfront | % Deferred

For roles 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.

		2027	2028	2029	2030	2031	Total
ALLOCATION	Cash	30%			10%	10%	50%
	Shares	30%	10%	10%			50%
PAYOUT	Cash	30%			10%	10%	50%
	Shares		30%	10%	10%		50%

% Upfront | % Deferred

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
78

Teleborsa: distribution and commercial use strictly prohibited
enarket
Fair Storage
CERTIFIED
FINEC

All instalments are subject to the application of claw-back clause, as legally enforceable;
in compliance with the provisions of Circular No. 285⁷⁹, no deferral will be applied and the entire amount will be paid in cash when the annual variable remuneration is equal or less than the minimum threshold (€50,000) and is equal 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 closing market price of FinecoBank ordinary shares during the month following the Board resolution that verifies the 2026 performance achievements;
free FinecoBank ordinary shares that will be allocated will be freely transferable;
the 2026 Incentive System provides for an expected impact on FinecoBank share capital of approximately 0.03%, assuming that all free shares for Financial Advisors have been assigned. The current overall dilution for all other outstanding FinecoBank equity-based plans for both Employees and Financial Advisors is about 0.4%. In any case, the 2026 PFA Incentive System does not entail a dilution in the strict sense effect as the FinecoBank shares granted are purchased on the stock market and are not the result of a free capital increase.

The beneficiaries cannot activate programs or agreements that specifically protect the value of unavailable financial instruments assigned within the incentive plans. Any form of coverage will be considered a violation of compliance rules and imply the consequences set out in the regulations, rules and procedures.

⁷⁹ 37th update to the Circ. No. 285 of Bank of Italy.

2026 REMUNERATION POLICY AND REPORT COMPENSATION SYSTEMS
79

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINEC

INTRODUCTION
FUNDAMENTALS
COMPENSATION STRUCTURE
2026 COMPENSATION SYSTEMS
2024-2026 LTI PLAN

Teleborsa: distribution and commercial use strictly prohibited
enarket
Fair Storage
CERTIFIED
FINEC

5

2024-2026 LTI PLAN

5.1 2024-2026 LONG TERM INCENTIVE PLAN FOR EMPLOYEES

With the aim of rewarding, retaining and motivating selected Group resources in the long term and in order to align the long-term interests of the Bank's Management with the long-term value creation for shareholders, in line with 2024-2026 Multi-Year Plan, a share-based long-term incentive plan has been established.

The beneficiaries of the Plan are selected Group key resources (~120), including Executives with strategic responsibility⁸⁰.

The Heads of the Company Control Functions (CRO, Head of Compliance, Head of Internal Audit and Head of AML) are excluded from the Beneficiaries of the Plan.

The structure of the Plan, described below in detail, provides for:

financial and sustainability performance goals each with an impact on the final bonus based on their specific weight.
entry and malus conditions based on capital, liquidity and profitability;
individual compliance conditions, a claw-back clause and a continuous employment clause⁸¹;
risk-adjusted measures, in order to ensure the long-term sustainability of the Company's financial position and to ensure compliance with the Authorities' indications;
individual bonuses in FinecoBank shares, defined taking into account the roles of the beneficiaries;
a three-year performance period (2024-2026) in line with the Multi-Year Plan and a payment structure over a multi-year period, defined according to the categories of beneficiaries and in line with applicable regulatory provisions.

Entry and malus conditions

In line with current regulations, Fineco defined:

specific entry conditions (which work as ex ante risk adjustment) that are measured within the performance period of the Plan and may confirm, reduce or cancel the individual bonus as detailed below, and
specific Malus Conditions (ex post adjustment mechanism) measured during the deferral period, which may confirm, reduce or cancel the deferred shares, as detailed below.

According to the results of the benchmarking analysis and in compliance with regulatory requirements and market practice, the same parameters used for the short-term incentive system will be applied, assessing the Group's capital strength, liquidity and profitability⁸².

The shares will be awarded only in case the minimum conditions of capital, liquidity and profitability (entry conditions) are met over the whole performance period. The mechanism works as follows:

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN
81

80 i.e. CEO and GM, Deputy General Managers and Chief Financial Officer.
81 Shares will be awarded on the condition that the relationship with the beneficiary is in place at the time of each payment, understood as the vesting of the right to the incentive and not the delivery of the shares at the end of the retention period.
82 See paragraph 4.2 for the indicators' definitions.

Teleborsa: distribution and commercial use strictly prohibited
enarket
Fair Storage
CERTIFIED
FINEC

in order to award the maximum bonus, included deferrals, all conditions must be met;
a cumulative assessment of the profitability parameters is carried out over the performance period; if even one profitability condition is not met, the bonus is set to zero;
capital and liquidity parameters are assessed annually; if even one of the capital or liquidity conditions is not met, the maximum bonus is prorated (equal to 1/3 per year).

Moreover, each single deferral will be subject to malus conditions concerning the reference year (2027-2031):

all capital, liquidity and profitability parameters will be assessed annually during the deferral period⁸³;
if even one of the capital or liquidity conditions is not met, the deferral will be prorated (1/3 per parameter) until its cancelation for the reference year;
if even one profitability condition is not met, the deferral will be set to zero for the reference year.

Any right of the employee to the bonus (or its instalments) under the Plan depends on the existence of an employment relationship between him/her and any company of Fineco Group at each date of the assignment of the shares⁸⁴ provided by the Plan’s Rule, as well as the absence of a notice period.

The bonus payout is subject to a claw-back clause.

Performance goals

In line with the Pay for Performance principle and with the aim of aligning the Plan with the Group’s long-term strategies, specific financial and sustainability performance targets have been set, taking into account the Group’s 2024-2026 Multi-Year Plan and the 2024-2026 ESG Multi-Year Plan, consistently with the Risk Appetite Framework, market practices, input from the investors and proxy advisors and the market context.

In fact, in line with the Multi-Year Plan, the objectives focus on Fineco’s core business, financial value creation and profitability, as fundamental drivers of sustainable and long-term growth, as well as on efficiency and risk management. The sustainability parameters reflect the commitments made in the ESG 2024-2026 MYP in the social, environmental and responsible finance areas, as illustrated in the specific focus (below).

For each objective, a specific weight in terms of impact on the final bonus and a specific assessment method has been defined, as shown below:

for the financial KPIs, specific targets have been defined in line with the Group’s 2024-2026 Multi-Year Plan and their assessment is based on progressive thresholds, corresponding to increasing bonus percentages from 0% to 100% in a linear progression⁸⁵;
for sustainability KPIs, targets were defined in line with the 2024-2026 ESG MYP and their assessment operates according to an on/off mechanism.

⁸³ For profitability indicators, the annual verification considers a cumulative progressive assessment.
⁸⁴ To be understood as the vesting of the right to the incentive and not the actual delivery of the shares at the end of the holding period.
⁸⁵ For example, with average ROAC equal to 64%, the corresponding bonus instalment amount would be equal to 50% of the value established for reaching the ROAC 74% threshold.

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN
82

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

	Weight	Metric	Threshold	Payout
ROAC	35%	Avg 2024-2026	≥ 74% 54%-74% ≤ 54%	100% 0%-100% 0%
AUM Net Sales	10%	Σ 2024-2026	≥ 14bn 10bn-14bn ≤ 10bn	100% 0%-100% 0%
Total Net Sales	10%	Σ 2024-2026	≥ 34,7bn 25bn-34,7bn ≤ 25bn	100% 0%-100% 0%
Cost Income Ratio	15%	Avg 2024-2026	≤ 29,4% 35%-29,4% ≥ 35%	100% 0%-100% 0%
Operational Losses on Revenues	15%	Avg 2024-2026	≤ 0,9% 1,85%-0,9% ≥ 1,85%	100% 0%-100% 0%
Scope 1 and Scope 2 emission reduction (market-based)	5%	EOY 2026	≥ 55% < 55%	100% 0%
Achievement of Diversity, Equity & Inclusion goals	5%	EOY 2026	All sub-goals need to be achieved
Definition of an awareness plan on DE&I for external and internal stakeholders and initiatives to support parenting: implementation of at least 13 contents and a supplementary allowance for parental leave by 2026. Increase in the percentage of the least represented gender in managerial roles: 5% minimum increase over the three-year period. Gender Equity Pay Gap between the least and most represented gender: the Gender Equity Pay Gap for all categories of employees with equal work is below 5%.
Enlargement of the ESG product offer: % new funds under Arts. 8 and 9 SFDR.	5%	EOY 2026	≥ 50%% < 50	100% 0%

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN

Teleborsa: distribution and commercial use strictly prohibited

enarket

FINEC

FOCUS: Sustainability Goals

Sustainability targets were defined in line with the KPIs and targets set out in the Group's ESG MYP for the three-year period 2024-2026, also taking into account the evidence from the benchmark analysis conducted with the support of the Remuneration Committee's independent External Advisor, the materiality analysis and the input from investors and proxy advisors.

Environment
Scope 1 and Scope 2 emission reduction (market-based)

The goal consists of reducing Scope 1 and Scope 2 (market-based) emissions from operations by at least 55% by 2026 (compared to 2021)86.

Social
Achievement of Diversity, Equity & Inclusion goals

The objective includes the achievement of selected KPIs in Diversity, Equity & Inclusion, which were approved by the Board of Directors as part of the Gender Equality Certification, achieved by Fineco in 2023 in accordance with the UNI 125/2022 Reference Practice.

In this context, with the aim of continuously improving the management of gender diversity, a multi-year objective plan was defined and integrated into the 2024-2026 ESG MYP as a further demonstration of the commitment and engagement on these topics within the organization.

More specifically, the LTI 2024-2026 Plan includes KPIs on Gender Balance and Gender Equity Pay Gap and a specific indicator aimed at the internal and external promotion of a diversity culture.

With reference to Gender Balance, an increase of at least 5% over the three-year period 2024-2026 of the least represented gender in positions of responsibility within the organization is considered87.

At the same time, it is verified that the Gender Equity Pay Gap for all comparable categories88 of employees is below 5% at the end of the three-year reference period, in line with recent regulatory evolutions on the subject (ref. EU Directive 2023/970 on Pay Transparency, which introduces measures to promote equal pay between the most and least represented gender for the same job or for a job of equal value).

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN

Teleborsa: distribution and commercial use strictly prohibited
emarket
sdn storage
CERTIFIED
FINEC

Moreover, the objective includes the drafting of an awareness-raising plan for internal and external stakeholders, the implementation of communication and training contents on Diversity & Inclusion and the implementation of specific measures to support parenting and work-life balance (such as a supplementary allowance for parental leave).

In order to achieve the Diversity, Equity & Inclusion objective, set with a total weight of 5% on the final bonus, all sub-goals need to be achieved.

To ensure an objective assessment, the level of achievement of these goals is verified annually by the external certifying body, in addition to being monitored as part of the periodic conformity checks of the Gender Equality Management System.

Responsible Finance

Enlargement of the ESG product offer: % new funds under Arts. 8 and 9 SFDR

The Goal envisages the enlargement of the ESG product offer by introducing at least 50% of new funds under Article 8 and 9 SFDR compared to total new funds (ISIN) entered in the platform in the period 2024-2026.

In particular, are considered:

under Article 8, funds that, in addition to other characteristics, promote environmental or social characteristics, or a combination of those characteristics, provided the firms invested in comply with good governance practice;
under Article 9, Funds that have sustainable investments as their objective.

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN
85

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

Risk adjustment

In line with other incentive systems, the Plan is subject to risk adjustment in alignment with the Risk Appetite Framework. In fact, the results of the annual CRO Dashboard⁸⁹ assessments are taken into consideration for each year of the Plan’s performance period. Any negative assessments will result in a proportional reduction of individual bonuses, as shown below:

89 Excerpt from FinecoBank's Risk Appetite Framework, which covers all risks, including risks related to capital and liquidity adequacy, credit risk, market risk and operational risk (see paragraph 4.2).

CRO DASHBOARD ASSESSMENT

--	-	=	+	++
CRO DB ASSESSMENT	0
negative
assessments	1
negative
assessments	2
negative
assessments	3
negative
assessments
---	---	---	---	---
% BONUS	100%	75%	50%	0%

Bonus payout

Maximum bonuses have been defined on the basis of the categories of beneficiaries of the Plan. The amounts were established in line with the applicable regulatory provisions and the FinecoBank Group Compensation Policy.

Individual bonuses - in particular - confirm compliance with the maximum limits for the variable remuneration envisaged for the Plan Beneficiaries, also taking into account the short-term variable remuneration attributable in each year of performance.

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN
86

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storings
CERTIFIED
FINEC

Within the aforementioned limits, it is planned, in detail:

for the Chief Executive Officer and the General Manager, a maximum percentage impact of the bonus relating to the Plan equal to 50% of the maximum variable remuneration attributable in each year of performance;
for the other top Group Executives, a maximum percentage of the bonus of the Plan equal to 30% of the maximum variable remuneration attributable in each year of performance;
for the other Beneficiaries bonus ranges are defined according to their banding, always in compliance with the maximum limits set by the regulations and FinecoBank Group Compensation Policy.

As mentioned, the bonuses are paid entirely in FinecoBank free ordinary shares⁹⁰, according to the payment schemes, defined in line with the regulations applicable to 'Significant Institutions', as shown below:

⁹⁰ The Bank reserves the right to assign different instruments from the FinecoBank ordinary shares, where requested by law.

CEO/GM & TOP GROUP EXECUTIVES

	Performance period	Upfront	Deferral
	2024-2026	2027	2028	2029	2030	2031	2032	2033
Vesting		40%	12%	12%	12%	12%	12%
Payout		→	40%	12%	12%	12%	12%	12%

OTHER GROUP IDENTIFIED STAFF

	Performance period	Upfront	Deferral
	2024-2026	2027	2028	2029	2030	2031	2032
Vesting		40%	15%	15%	15%	15%
Payout		→	40%	15%	15%	15%	15%

☐ Vested shares
☐ Shares released after holding period

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN
87

Teleborsa: distribution and commercial use strictly prohibited
ÉINEC

For the Beneficiaries of the Plan included within the Group Identified Staff a one-year holding period on the shares is required, both for the upfront shares, assigned at the end of the performance period, and the deferred shares.

For the other Beneficiaries the assignments of the shares and their availability coincide.

The evaluation of the results and the conditions for the individual assignment of the shares will be carried out by the Board of Directors, upon the proposal of the Remuneration Committee, according to the established governance.

It is provided the possibility for the Remuneration Committee and the Board of Directors to increase bonuses up to 20% (within the maximum bonuses provided by the Plan), as well as to reduce them without limits, considering indicators as the Total Shareholders Return (absolute and relative) or other indicators, such as market context and trends on remuneration, or events with reputational impacts. If the entry conditions are not met, the upside adjustment described in this paragraph will not apply.

When deciding the bonus, the Board of Directors does not take into account extraordinary balance sheet items, which do not affect operational performance, regulatory capital and liquidity (e.g. goodwill impairment, extraordinary contributions to deposit guarantee schemes, etc.).

The Board of Directors of May 7, 2024 approved the promise to assign a maximum number of shares equal to 862,087 FinecoBank ordinary shares that can be awarded to the beneficiaries of the Plan in 2027, following the verification of the entry conditions, performance conditions and the other conditions envisaged by the Plan.

The number of shares was determined based on the arithmetic average of the official closing price of FinecoBank shares recorded in the month preceding the resolution of the Board of Directors of FinecoBank S.p.A., which implemented the shareholders' resolution relating to the Plan, equal to €14.191.

The Plan provides for an impact on FinecoBank S.p.A. share capital of approximately 0.14%, assuming that all free shares for employees will be distributed. The current overall dilution for all other outstanding equity-based plans for both Employees and Financial Advisors equals to about 0.5%.

Excluding death and "good leaver" status, the employee participation to the Plan will automatically lapse (as well as any right depending on the Plan) upon any of these circumstances happening:

The employee communicates the termination or terminates his/her contract for any reasons; or
The employee is informed of the termination of his/her contract.

It is understood that the beneficiary has the right to receive any deferral already awarded but subject to a holding period.

The "good leaver" status occurs when the employee terminates his/her contract (or his/her contract is terminated) with the Company or any other company of FinecoBank Group, because of any of the reasons mentioned in the Plan's Rule (e.g. physical constraints, retirement, sale of the business).

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN
88

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storings
CERTIFIED
FINEC

In the event of termination of the employment contract during the performance period, in a "good leaver" status, the Employee may maintain the right to participate in the Plan on a pro rata temporis basis in relation to the period actually worked, subject to achievement of the conditions set out in the Plan.

Moreover, following potential changes in current regulations and/or in relation to potential extraordinary and/or unpredictable contingencies that can affect FinecoBank Group, the Bank or the market in which it operates, the Board of Directors, having heard the opinion of the Remuneration Committee and upon competent Company Functions' proposal, maintains the right to amend the Plan and relevant rules.

2026 REMUNERATION POLICY AND REPORT 2024-2026 LTI PLAN
89

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINEC

SECTION 2

1. Introduction	93
1.1 2025 Financial Year main results	93
2. Governance	96
2.1 Remuneration Committee	96
2.2 The Role of the Company Control Functions: Compliance, CRO and Internal Audit	102
3. Implementation of 2025 Incentive System and previous years' payments	105
3.1. 2025 Incentive System for employees belonging to Identified Staff	105
3.1.1 Further details on the compensation of Executives with strategic responsibilities	109
3.1.2 Previous years' Incentive Systems payout for Identified Staff employees	110
3.2 2025 Incentive System for Financial Advisors belonging to Identified Staff	111
3.2.1 Previous years' Incentive Systems payout for Financial Advisors belonging to Identified Staff	111
4. Compensation of the Members of the Governing and Auditing Bodies	114
5. Indemnities to directors in the event of resignations, dismissal or termination of employment following a public purchase offer (as per section 123/bis, paragraph 1, letter i), of TUF)	117
6. Compensation data	119
6.1 Company results, compensation and employees' remuneration variation	119
6.2 Information tables pursuant to Article 84-quater of the Regulation No. 11971 issued by Commissione Nazionale per le Società e la Borsa (Consob)	123
6.3 Benefits	130

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

FINECO

2025

REMUNERATION

REPORT

Teleborsa: distribution and commercial use strictly prohibited

emarket

with storage

CERTIFIED

1 INTRODUCTION

2 GOVERNANCE & COMPLIANCE

3 IMPLEMENTATION OF 2025 INCENTIVE SYSTEM AND PREVIOUS YEARS' PAYMENTS

4 COMPENSATION OF THE MEMBERS OF THE GOVERNING AND AUDITING BODIES

5 INDEMNITIES TO DIRECTORS IN THE EVENT OF RESIGNATIONS, DISMISSAL OR TERMINATION OF EMPLOYMENT FOLLOWING A PUBLIC PURCHASE OFFER (AS PER SECTION 123/BIS, PARAGRAPH 1, LETTER I), OF TUF)

6 COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
emarket
sdir storage
CERTIFIED
FINEC

1 INTRODUCTION

The 2025 Remuneration Report discloses all relevant FinecoBank compensation-related information with the aim of enhancing Stakeholders' understanding of remuneration practices, demonstrating their consistency with the business strategy, performance and sound risk management.

The report provides an ex-post disclosure of 2025 results and includes details referring to the Members of Administrative and Auditing bodies, General Manager and Executives with strategic responsibility[9].

Remuneration solutions implemented in 2025 provided for:

compliance with all relevant regulations, including deferred pay-outs and incentives based on financial instruments;
overall performance assessment to foster sound behaviors aligned with different types of risk.

The information is provided pursuant to Article 123-bis of TUF, as modified by Legislative Decree No. 49/2019 and pursuant to Consob Regulation No. 11971/1999.

Specifically, the data in compliance with Article 114-bis TUF and with Regulation No. 11971/1999, with regard to information that needs to be disclosed to the market concerning the award of incentive plans based on financial instruments, are included in this document and in Annex II.

As required by the above-mentioned regulations, Section II will be submitted to a non-binding advisory vote by the 2026 Ordinary Shareholders' General Meeting through a specific resolution, separate and distinct from the resolution concerning the approval of Section I.

As required by the Issuers' Regulation, Annex 3A Schedule 7-bis "Report on the remuneration policy and remuneration paid", it should be noted that no derogations of any kind were applied to the 2025 Remuneration Policy.

1.1 2025 FINANCIAL YEAR MAIN RESULTS

The results achieved by FinecoBank Group as of December 31, 2025 (2025 financial year) confirm the approach driven by transparency and great respect from the customer. In particular:

NET PROFIT	TOTAL REVENUES	COST/INCOME RATIO
€ 647
MILLIONS	€ 1,365.5
MILLIONS	27.1%	23.3%

2026 REMUNERATION POLICY AND REPORT INTRODUCTION
93

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
market
for storage
CERTIFIED
FINEC

2025 Entry Conditions

In line with regulatory requirements, specific indicators are set to measure profitability, financial solidity and liquidity on an annual basis, which act as access/entry conditions.

According to the actual results, verified and approved by the Board of Directors of FinecoBank S.p.A. on February 5, 2026, the relevant entry conditions have been achieved, confirming the Bonus Pool⁹² for Employees and Personal Financial Advisors.

⁹² Calculated applying the funding rate percentage to the profitability results.

Entry Conditions	Results
Net Operating Profit Adjusted > 0	955,537 k€	☑
Net Profit > 0	647,041 k€	☑
CET 1 Ratio > 14.5%	23.3%	☑
Liquidity Coverage Ratio > 360%	1,048%*	☑
Net Stable Funding Ratio >195%	418%*	☑

Actual data

Bonus Pool sizing

The size of the Bonus Pool is tied to the actual profitability multiplied for the percentage of the Bonus Pool funding rate defined in the budgeting phase.

This calculation determines the so called "theoretical Bonus Pool" that, during the performance year, has been adjusted based on the effective performance trend.

Bonus Pool Risk Adjustment

Once the entry conditions have been verified, the effective Bonus Pool for FinecoBank's employees and personal Financial Advisors was approved by the Board of Directors, also in light of the overall positive ("++") assessment of the so-called CRO Dashboard⁹³, carried out by FinecoBank CRO. This method provides quarterly monitoring of the progress of the indicators included in the CRO Dashboard and an annual assessment.

⁹³ The CRO Dashboard is a set of indicators selected among the Risk Appetite Framework KPIs; the threshold values have been approved by the Board of Directors at the beginning of the year. For a more detailed description of the CRO Dashboard and the indicators included therein, please refer to paragraph 4.2.

2026 REMUNERATION POLICY AND REPORT INTRODUCTION
94

Teleborsa: distribution and commercial use strictly prohibited

emarket

with storage

CERTIFIED

INTRODUCTION
GOVERNANCE & COMPLIANCE
IMPLEMENTATION OF 2025 INCENTIVE SYSTEM AND PREVIOUS YEARS' PAYMENTS
COMPENSATION OF THE MEMBERS OF THE GOVERNING AND AUDITING BODIES
INDEMNITIES TO DIRECTORS IN THE EVENT OF RESIGNATIONS, DISMISSAL OR TERMINATION OF EMPLOYMENT FOLLOWING A PUBLIC PURCHASE OFFER (AS PER SECTION 123/BIS, PARAGRAPH 1, LETTER I), OF TUF)
COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair storage
CERTIFIED
FINEC

2 GOVERNANCE

2.1 REMUNERATION COMMITTEE

The Remuneration Committee holds a strategic role in supporting the Board of Directors' oversight of FinecoBank Group Remuneration Policy and plans design.

According to the internal provisions approved by the Board of Directors, ruling the functioning and competencies of corporate bodies and related information flows (hereinafter the "Corporate Governance Rules"), this Committee is composed by 3 non-executive members. In compliance with regulatory provisions, at least one member of the Committee has adequate knowledge and experience in accounting and finance topics, as well as in remuneration policies.

On 27 April 2023, the Board of Directors appointed as members of FinecoBank Remuneration Committee Mr. Gianmarco Montanari, Ms. Giancarla Branda, Mr. Marin Gueorguiev. The Board of Directors has verified the Administrators' independence requirements pursuant to Article 148 TUF and Article 2 of the Corporate Governance Code of Borsa Italiana. In this regard, all members of the Remuneration Committee are Independent Directors.

Mr. Gianmarco Montanari, in his capacity as Chair, coordinated the Committee meetings held in 2025.

In performing its duties and if important and suitable, the Remuneration Committee, also with the support of an external consultant:

presents proposals or issues opinion to the Board for the definition of a general remuneration policy for the CEO, the General Manager, and other Executives with strategic responsibilities and the Identified staff, also with reference to the identification process, so that the Board is also able to prepare the Remuneration Policy and Report to be presented to the Shareholders' Meeting on an annual basis and to periodically assess the suitability, overall consistency and effective application of the general remuneration policy approved by the Board;
presents proposals or issues to the Board relating to the overall remuneration and to the setting/appraisal of performance objectives for the CEO, the General Manager, the other Executives with strategic responsibilities and the other identified staff;
presents proposals or issues opinion to the Board relating to the overall remuneration and to the setting/appraisal of performance objectives of the Head of Compliance, Risk Management, Internal Audit and Anti-Money Laundering Function; with regard to the Head of Compliance, Risk Management, and Anti-Money Laundering Function, the Remuneration Committee involves the Risk and Related Parties Committee. In addition, the Remuneration Committee issues an opinion regarding the Head of Internal Audit, upon the favorable opinion of the Risk and Related Parties Committee;
examines any share-based or cash incentive plans for employees and financial advisors, and the strategic staff development policies;
directly supervises the correct application of the remuneration rules related to the persons in charge of the Company's control functions, in close liaison with the Board of Statutory Auditors;

2026 REMUNERATION POLICY AND REPORT GOVERNANCE & COMPLIANCE

Teleborsa: distribution and commercial use strictly prohibited
enarket
sdir storage
CERTIFIED
FINEC

cooperates with the other Committees, in particular with the Risk and Related Parties Committee, which, with reference to the remuneration and incentive policies, examines whether the incentives provided by the remuneration system take into account the risks, share capital and liquidity, in coordination with the Remuneration Committee;
ensures the involvement of the relevant business functions in the process of drawing up and monitoring remuneration and incentive policies and practices;
with the support of the information collected from the competent company functions, it gives an opinion on the identification process for the Group Risk Takers, including any exclusions;
provides adequate reporting on the activities carried out by the Corporate Bodies, including the Shareholders' Meeting;
provides support to the Board of Directors in monitoring any gender pay gaps.

In 2025 the Remuneration Committee met 11 times. The meetings had an average duration of one hour. From the beginning of 2026 and until the approval of the present Report, 3 meetings of the Committee have been held. The Secretary designated by the Committee takes minutes of each meeting and places them on record. The Chairman of the Committee provided time by time the information on the Committee meetings to the subsequent Board meeting.

The Committee, leveraging on the allocated budget, engaged the services of an external consultant whose independence was previously verified and whose services were useful for the Committee's decision-making process. The external advisor attended the meetings of the Committee when required.

The Committee may, when it is deemed appropriate, invite other individuals from the Company to attend the meetings, in relation to the functions concerned by the issues at hand, including members of other committees within the Board of Directors, or organize joint meetings with the other Committees on matters subject to joint evaluation. The Committee shall meet when convened by its Chairman, whenever he/she deems necessary, or upon the request of one of its members. In any case, the Committee has always been able to access the information and the Company Functions necessary to perform its activities.

In 2025, the Head of Human Resources has been always invited to Committee's meetings. The Chairman has also invited the Head of Legal & Corporate Affairs for the matters within the competence, and the Head of Network Controls, Monitoring and Service Department for topics related to PFA network (see for instance the Incentive Systems and related rules for the PFA population). In addition to the aforementioned functions, the Chairman invited among others – to specific Committee's meetings and for topics in the competence perimeters – the Chief Risk Officer, the Chief Financial Officer and the Head of Internal Audit.

In addition, the Human Resources Manager of Fineco Asset Management DAC also took part in the meetings of the Committee related to the remuneration systems of the legal entity.

The Chairman has also invited the Internal Audit function to the meeting related to the annual audit performed on FinecoBank remuneration policies and practices.

2026 REMUNERATION POLICY AND REPORT GOVERNANCE & COMPLIANCE
97

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storings
CERTIFIED
FINEC

During 2025 the key activities of the
Remuneration Committee included:

Main Committee’s activities in 2025

January*

2025 Employees Identified Staff definition and related 2025 Incentive System
2025 Incentive System for PFAs and Plan Rules
2025 Quality Contest I edition
Car Policy: Provision of a company car for both business and private use
Letter from the Chair of the Corporate Governance Committee dated 17 December 2024

February

Bonus Pool 2024 and 2024 and previous years’ Incentive Systems execution
2025 Performance goals of Employees Identified Staff
2025 PFAs Identified Staff definition
2024 Bonus Pool and previous years’ Incentive Systems execution for PFAs Identified Staff
2024 incentive System execution for PFAs and PFAs Managers and update of the Plan Rules

March

2025 Remuneration Policy and 2024 remuneration report
Report on Corporate Governance and Ownership Structures - for the section related to the Remuneration Committee

April

2025 FAM Remuneration Framework
2025 Incentive System Plan Rules for Employees Identified Staff and 2024-2026 Long term Incentive System Plan Rules update
2025 Incentive System Plan Rules for PFAs Identified Staff
2025 Quality Contest II edition

May

2025 Shareholders’ General Meeting: overview analysis
ESG metrics in CEO compensation – Bank of Italy Study
The 17 January meeting was held in joint session with the Risk and Related Parties Committee.

2026 REMUNERATION POLICY AND REPORT GOVERNANCE & COMPLIANCE
98

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storings
CERTIFIED
FINEC

June

2025 Shareholders' General Meeting: outcome analysis
Analysis of FinecoBank peers' remuneration policies
Disclosure on the remuneration of the members of the Board of Directors of Fineco Asset Management DAC
Incentive Systems 2nd semester 2025 for Financial Advisors and Network Managers and Plan Rules

July

Fineco Asset Management DAC 2025 Remuneration Policy
2025 Quality Contest III edition
Benchmarking of the use of the “Leverage Ratio” indicator as an access condition and bonus-pool adjustment

September

Verification of the Share Ownership requirements

October

Peer Group and Benchmarking Analysis for Identified Staff
Benchmark on the remuneration of the members of the administrative body and of the control body
Gender neutrality in the remuneration policy

November

Proposals for the remuneration review of Identified Staff
Proposal on the remuneration of the members of the administrative body and recommendation on the remuneration of the control body

December

Pay for Performance Analysis
Request for budget allocation for the Remuneration Committee for the year 2026
2026 Guidelines for PFAs and PFAs Managers Incentive System

2026 REMUNERATION POLICY AND REPORT GOVERNANCE & COMPLIANCE
99

Teleborsa: distribution and commercial use strictly prohibited
FINEC

The main topics discussed by the Committee are also submitted to the attention of the Board of Statutory Auditors, in advance over their submission to the Board of Directors. In fact, at least one member of the Board of Statutory Auditors attended the meetings of the Committee in 2025.

It is noted that Directors refrain from attending Committee meetings in which proposals to the Board regarding their own remuneration are formulated.

FOCUS: Gender Neutrality

As provided for by the relevant regulations, the Remuneration Committee supports the Board of Directors in monitoring any gender pay gap, as shown below:

in line with the Bank of Italy Circular No. 285 of 2013 on remuneration policies, the Gender Pay Gap is monitored as the ratio between the average remuneration of the most represented gender and the average remuneration of the least represented gender, analyzing separately the members of the Board of Directors, Identified Staff and Non-Identified Staff;
in accordance with the guidelines of the European Banking Authority on sound remuneration policies and the principles of the Pay Transparency Directive, waiting for the transposition into Italian law, pay gaps are identified at the "position/role" level in order to carry out an assessment according to the concept of Gender Equity Pay Gap i.e. "equal pay for equal work".

In application of the aforementioned regulatory provisions, an analysis of both the Gender Pay Gap and the Gender Equity Pay Gap was carried out and the results were presented to the Remuneration Committee and to the Board of Directors. The methodology for calculating the Gender Equity Pay Gap, defined with the support of the Remuneration Committee's independent advisor, is confirmed.

The following is the outcome of the analysis:

the Gender Pay Gap, which is calculated as the ratio between the average and median remuneration of men and women and identifies potential pay differences without distinguishing between jobs/positions, is not very representative of the actual gender pay gap, as it is impacted by the demographic composition of the employee population (gender balance).
with reference to the Gender Equity Pay Gap, no significant gender-related gaps were found for the same role and/or duties, considering both fixed and total compensation. In fact, as of December

2026 REMUNERATION POLICY AND REPORT GOVERNANCE & COMPLIANCE

Teleborsa: distribution and commercial use strictly prohibited
FINEC

31, 2025, a gap of about 1% was registered for all comparable categories⁹⁴ of employees within the organization in terms of total remuneration (so-called Unadjusted Pay Gap). The number of comparable categories with a gap greater than 5% that cannot be justified on the basis of objective criteria - such as job scope, responsibilities, performance, job level, seniority, etc. (the so-called Adjusted Pay Gap) – amounts to 4%, down from 10% last year, confirming the Group's commitment to fully closing the gap by the end of 2026.

In 2025, specific controls were put in place during the annual salary review process.

Furthermore, pending the transposition of the European Pay Transparency Directive into national law, an analysis was submitted to the Remuneration Committee to identify the main measures designed to meet the requirements of the Directive.

In parallel, different initiatives were put in place to achieve the MYP ESG 2024-2026 and the 2024-2026 LTI target to increase by 5% at the minimum the percentage of the least represented gender in managerial roles.

Progress towards the above goal, which includes specific safeguards for recruitment and appointment, is regularly monitored by the Sustainability Management Committee and the Corporate Governance and Environmental and Social Sustainability Committee and is subject to annual verification by the external certifier.

The 2025 Consolidated Sustainability Reporting includes the outcomes of the monitoring.

⁹⁴ The comparable categories of workers are identified considering Job Banding and Job Families as defined by the Global Job Model. On this subject, cf. section 2.3.1 "Focus Global Job Model and Gender Equity Pay Gap".

2026 REMUNERATION POLICY AND REPORT GOVERNANCE & COMPLIANCE
101

Teleborsa: distribution and commercial use strictly prohibited
FINECO
emarket
sdir storage
CERTIFIED

2.2 THE ROLE OF THE COMPANY CONTROL FUNCTIONS: COMPLIANCE, CRO AND INTERNAL AUDIT

Compliance

Key contributions in 2025 of FinecoBank S.p.A. Compliance function, for all aspects that fall within its perimeter, included:

assessment of FinecoBank 2025 Remuneration Policy and remuneration report submitted to the Board of Directors for subsequent approval of the Shareholders’ Meeting on April 29, 2025;
evaluation of the 2025 Incentive System for employees of FinecoBank Group belonging to Identified Staff;
evaluation of the 2025 Incentive System for Financial Advisors of FinecoBank belonging to Identified Staff;
draft – in collaboration with the Human Resources function – and distribution of FinecoBank guidelines for the development and management of incentive systems for the population not belonging to Identified Staff;
participation in other activities (e.g.: definition of Identified Staff).

In 2026, the Compliance function will continue to operate in close coordination with the Human Resources function to support the assessment and the design of compensation policy and processes.

Risk Management

The link between compensation and risk has been maintained in 2025 with the involvement of the CRO function in compensation design and in the definition of risk adjustment mechanisms in line with Risk Appetite Framework. In particular, the Board of Directors, the Remuneration Committee and the Risk and Related Parties Committee leveraged on the input of the Risk Management function and all other relevant functions to define the link between profitability, risk and reward within incentive systems.

Internal Audit Report on the 2025 Fineco remuneration policies and practices

The Internal Audit Function has examined the remuneration and incentive system adopted by FinecoBank (“Bank”) and by the Group for the determination and disbursement of compensation to representatives of corporate bodies and variable remuneration to employees and the Personal Financial Advisors, in order to verify the compliance with the supervisory regulations issued by the Bank of Italy and the Remuneration Policy defined for 2025 and approved by the Shareholders’ Meeting.

The evaluation is “Good” considering the overall correct application of the 2025 remuneration and incentive system and the compliance of the 2026 Remuneration Policy to relevant external regulation.

The checks carried out have ascertained in the governance area the correct fulfillment of the obligations envisaged by the regulations, the general compliance of the remuneration policies with the current regulation and the sustainability with regard to the Bank’s capital and income conditions, the dissemination of the Group Policies to the subsidiary Fineco Asset Management DAC and the correct functioning of the relevant bodies, including the Remuneration

2026 REMUNERATION POLICY AND REPORT GOVERNANCE & COMPLIANCE
102

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINECI

Committee and the Board of Directors; internal regulation framework was found also overall adequate as well as the information to the Remuneration Committee and the Control Bodies.

Furthermore, the identification process of the staff belonging to the category of the most relevant personnel (Identified Staff), both for employees and Personal Financial Advisors, the determination of performance objectives for 2026 and the overall structure of the 2026 incentive system, was found to be in overall compliance with external regulations.

The incentives awarded to employees and Personal Financial Advisors were determined in accordance with the defined policies, ensuring the correct balance of the fixed and variable components and overall consistency with the qualitative / quantitative assessments of the performance goals. The remuneration paid to company representatives, the payment and deferral of the incentives related to previous year were correctly determined.

The Company Control Functions, in particular Compliance and CRO, were correctly involved, in line with respective competencies, in the definition of the Remuneration Policy, in the identification of Identified Staff as well as in the process of evaluating the annual performance. As part of the 2026 Incentive System, the Chief Risk Officer implemented the enhancements requested by the Supervisory Authority and the Compliance function has performed the controls provided by the Bank of Italy Circular No. 285/2013 aimed at verifying the prohibition on activating programs or agreements that specifically protect the value of unavailable financial instruments assigned within the incentive plans (so-called personal hedging).

The Bank, in compliance with relevant regulations, has correctly published on its website the Remuneration Policy 2025 as well as the Termination Policy and has submitted to Bank of Italy the requested remuneration related reporting.

The main results of the audit were presented to the Remuneration Committee on March 9th, 2026.

2026 REMUNERATION POLICY AND REPORT GOVERNANCE & COMPLIANCE
103

Teleborsa: distribution and commercial use strictly prohibited

emarket

with storage

CERTIFIED

INTRODUCTION
GOVERNANCE & COMPLIANCE
IMPLEMENTATION OF 2025 INCENTIVE SYSTEM AND PREVIOUS YEARS' PAYMENTS
COMPENSATION OF THE MEMBERS OF THE GOVERNING AND AUDITING BODIES
INDEMNITIES TO DIRECTORS IN THE EVENT OF RESIGNATIONS, DISMISSAL OR TERMINATION OF EMPLOYMENT FOLLOWING A PUBLIC PURCHASE OFFER (AS PER SECTION 123/BIS, PARAGRAPH 1, LETTER I), OF TUF)
COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

3 IMPLEMENTATION OF INCENTIVE SYSTEM

3.1. 2025 INCENTIVE SYSTEM FOR EMPLOYEES BELONGING TO IDENTIFIED STAFF

The 2025 Incentive System, approved by FinecoBank Board of Directors on January 21st, 2025, provides for the allocation of a performance related bonus in cash and/or free ordinary shares over a maximum period of 6 years.

For the CEO, GM and other roles provided by law with a "significant amount" of total variable remuneration in the performance year ( $\geq$ €434,000) the follow payout scheme applies:

		2026	2027	2028	2029	2030	2031	Total
PAYOUT	Cash	20%		12%			12%	44%
	Shares		20%		12%	12%	12%	56%

% Upfront | % Deferred

For the roles provided by law with no significant amount of total variable remuneration (< €434,000) the follow payout scheme applies.

		2026	2027	2028	2029	2030	2031	Total
PAYOUT	Cash	25%		10%			10%	45%
	Shares		25%		10%	10%	10%	55%

% Upfront | % Deferred

2026 REMUNERATION POLICY AND REPORT IMPLEMENTATION OF INCENTIVE SYSTEM
105

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINEC

For other identified staff with no significant amount of total variable remuneration the follow payout scheme applies.

		2026	2027	2028	2029	2030	Total
PAYOUT	Cash	30%			10%	10%	50%
	Shares		30%	10%	10%		50%

% Upfront | % Deferred

In accordance with the governance of FinecoBank, the Board of Directors, based on the positive opinion of the Remuneration Committee, approved the evaluations and pay-out for 2025 for the Chief Executive Officer and General Manager, the Deputy General Managers, the other Executives with strategic responsibilities and other Identified Staff under the delegated powers that are currently in effect.

With reference to the Heads of the Company Control Functions, the Risk and Related Parties Committee was involved and issued a formal opinion on performance appraisal and the bonus to be granted to the Head of Internal Audit.

The Board of Directors of FinecoBank on February 5, 2026, approved the allocation of a total number of shares equal to 127,564 to be allocated in 2027, 2028, 2029, 2030 and 2031 to the Identified Staff.

On the same day, the Board of Directors also approved the implementation - in 2026 - of the 2020, 2021, 2022, 2023 and 2024 Incentive Systems and the 2021-2023 Long-Term Incentive Plan for employees⁹⁵.

In 2025 no one-time bonuses, such as welcome bonuses or retention bonuses were awarded to Identified Staff.

Focus on CEO and General Manager performance evaluation

The Board of Directors, upon the positive opinion of the Remuneration Committee, assessed the 2025 performance of the CEO and General Manager of FinecoBank as "Exceed Expectations". Specifically, great results were achieved with respect to the quantitative KPIs of ROE, Total Net Sales and Operational Losses on Revenues.

Regarding qualitative/sustainable objectives, the results of the activities implemented with reference to both the Stakeholder value and the Tone from the top were rated positively.

Below is the detailed outcome of the assessment of the individual scorecard.

2026 REMUNERATION POLICY AND REPORT IMPLEMENTATION OF INCENTIVE SYSTEM
106

Telebors: distribution and commercial use strictly prohibited

emarket

eilr storage

CERTIFIED

Weight	Goal name	Reference Target	Results
30%	ROE	vs. budget	Budget: 24%
Result: 25%	Exceed
15%	AUM Net Sales	vs. budget	Budget: 5,000 k€
Result: 5,456 k€	Meet
15%	Total Net Sales	vs. budget	Budget: 11,504 k€
Result: 13,441 k€	Greatly exceed
10%	Operational Losses on Revenues	vs. target	Target: 0.7%
Result: 0.4%	Greatly exceed
10%	OPEX	vs. budget: Operating costs as reported in reclassified P&L, i.e.: Staff expenses + Other Administrative Expenses (direct + indirect) - Expenses Recovery + Depreciations.	Budget: 364,730 k€
Result: 356,273 k€	Meet
10%	Stakeholder Value	Assessment based on:
• At least 50% of new funds entered in the platform in 2025 (ISIN) with Fineco ESG rating ≥ 6
• Customer satisfaction ≥ 90 points
• EMAS Registration Renewal, which includes the achievement of the Environmental Program goals	• 77% of the new funds entered in the platform in 2025 (ISIN) reported a Fineco ESG rating ≥ 6;
• In 2025, customer satisfaction, as calculated by a third-party company on the basis of a proprietary algorithm, reached 103 points;
• In 2025, the Environmental Management System was verified by an independent Environmental Auditor to confirm its adherence to the EMAS Regulation, which resulted in the successful outcome of the verification and in the maintenance of the EMAS certificate. The progress of the targets of the Environmental Program was also verified by the Auditor, confirming that they were achieved in line with the respective deadlines.	Exceed
10%	Tone from the top on conduct and sustainability and compliance culture.	vs. qualitative assessment based on:
• Promotion of initiatives aimed at fostering staff integrity, sustainable behaviors, customer protection and trustworthiness by enhancing risk & control culture.
• The overall status of audit, compliance, AML, Risk & Related Party Committee and External Authorities findings considering the type, severity and the timely completion of the related remedial actions.	• In 2025, various initiatives were implemented to promote sustainability behavior and culture such as specific training for employees and financial advisors as well as dedicated communications on internal and external channels (company intranet, social media, public website) focusing on relevant sustainability topics. In addition, Tone from the top activities were carried out by promoting compliance and risk culture through specific policies and communications.
• All requests/evidence from external authorities have been promptly managed by involving the relevant functions of the Bank. In particular, the feedback received from the SRB on FinecoBank's resolvability was very positive. Both internal and external findings have been addressed in specific remediation actions that are on track to be closed.	Meet

2026 REMUNERATION POLICY AND REPORT IMPLEMENTATION OF INCENTIVE SYSTEM
107

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

Dati sulla remunerazione fissa e variabile dell'Amministratore Delegato e Direttore Generale

Considering the overall excellent results achieved by the Company and based on the elements reported in the preceding paragraph, the Chief Executive Officer and General Manager's performance in 2025 was rated as "Exceed Expectations".

Therefore, in line with the principle of Pay for Sustainable Performance requested by investors, proxy advisors and Regulators, the Board of Directors, with the favorable opinion of the Remuneration Committee, decided to grant him a short-term variable bonus of €1,000,000.

For the purpose of applying the ratio of variable to fixed remuneration, it should be noted that the Chief Executive Officer and General Manager

received a fixed remuneration of €1,000,000 and that an annual pro rata amount of €1,000,000 related to the long-term variable remuneration (LTI 2024-2026) $^{96}$ is also included as variable remuneration, in line with the applicable law.

The €1,000,000 bonus related to the short-term incentive system granted for the 2025 performance will be paid in cash and in shares, with an upfront portion of $40\%$ and a deferred portion of $60\%$ , according to the deferral scheme described on paragraph 3.1, which takes into account the period of unavailability of the shares, both upfront and deferred, as required by law.

96 See the representation of the CEO/GM's remuneration. It should be noted that the term vesting refers to the performance period of the 2024-2026 LTI Plan.

2026 REMUNERATION POLICY AND REPORT IMPLEMENTATION OF INCENTIVE SYSTEM

Teleborsa: distribution and commercial use strictly prohibited
ethernet
FINEC

3.1.1 FURTHER DETAILS ON THE COMPENSATION OF EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

For 2025, according to our Compensation Policy and in compliance with regulatory provisions, the maximum ratio between the variable and fixed components of the compensation of the Chief Executive Officer and General Manager (the only executive officer who sits on the Board of Directors and is an employee of the Company) and of the other Executives with strategic responsibilities has been defined ex-ante.

Tables 1, 3A and 3B of Annex 3A No. 7-BIS (Consob Regulation n. 11971 of 14 May 1999), reported in paragraph 6.2, contain information regarding Executives with strategic responsibilities. It is also specified that:

the fixed component is defined with regard to market information and at a level that is sufficient to reward the work performed even if the variable part of the compensation package would not be paid out due to non-achievement of performance goals;
in line with the latest regulatory requirements, the Chief Executive Officer and General Manager – as well as the Executives with strategic responsibilities – have a balanced portion of their remuneration linked to the overall profitability of Fineco, weighted by risk and cost of capital, as well as sustainability goals;
variable compensation considers the achievement of specific goals, which are approved in advance by the Board of Directors upon proposal of the Remuneration Committee and having informed the Board of the Statutory Auditors.

In particular, specific metrics defined ex-ante, reflecting the categories of our Fineco Risk Appetite Framework, align the remuneration of the Chief Executive Officer and General Manager and of the other Executives with strategic responsibility with sustainable performance and value creation for the shareholders over the medium to long term. Specific individual goals are set taking into account market practices and the role assigned within the Group, through the use of specific indicators aimed at strengthening the sustainability of the business, such as risk and financial sustainability and profitability indicators.

It is also foreseen the deferral of at least 50% of the incentive in cash and shares. All instalments are subject to the application of malus and/or claw-back conditions, as legally enforceable. The 2025 Incentive System provides for 50% of the annual incentive to be deferred and paid out in FinecoBank shares over the following five years. The number of the shares is determined at the beginning of the deferral period, thus creating a link between the performance of the share price and the actual value of the incentive.

The Chief Executive Officer and General Manager, in addition to the 2025 Incentive System, also benefits from the following⁹⁷:

2020 Incentive System
2021 Incentive System
2022 Incentive System
2023 Incentive System
2024 Incentive System
2021-2023 Long-Term Incentive Plan

The extent and duration of the deferrals are in line with regulatory requirements and are consistent with the Bank's business characteristics and risk profiles.

⁹⁷ Additional data can be found in p. 3.1.2 of the Remuneration Report and in Annex II.

2026 REMUNERATION POLICY AND REPORT IMPLEMENTATION OF INCENTIVE SYSTEM
109

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

3.1.2 PREVIOUS YEARS' INCENTIVE SYSTEMS PAYOUT FOR IDENTIFIED STAFF EMPLOYEES

The achievement of all entry conditions⁹⁸ allows the execution of the annual Incentive Systems for Identified Staff Employees, which were approved in previous years and provide for a cash and/or shares instalment in 2026. In particular, these are the 2020, 2021, 2022, 2023 and 2024 Incentive Systems, for which the Board of Directors approved on February 5, 2026:

the payment of the fifth instalment in cash and in shares to the beneficiaries of the 2020 Incentive System, according to the maximum amount approved by the Board of Directors with the resolution of January 15, 2020.
the payment of the fourth instalment in shares and cash to the beneficiaries of the 2021 Incentive System, according to the maximum amount approved by the Board of Directors with the resolution of January 18, 2022.
the payment of the third instalment in shares and cash to the beneficiaries of the 2022 Incentive System, according to the maximum amount approved by the Board of Directors with the resolution of January 18, 2022.
the payment of the second instalment in shares and cash to the beneficiaries of the 2023 Incentive System, according to the maximum amount approved by the Board of Directors with the resolution of January 23, 2023.
the payment of the first instalment in shares to the beneficiaries of the 2024 Incentive System, according to the maximum amount approved by the Board of Directors with the resolution of January 16, 2024.

Below is the implementation dashboard for the above-mentioned plans:

	Executed						Payment	Outstanding
	2020	2021	2022	2023	2024	2025	2026	2027	2028	2029	2030
2020 Incentive System		Cash	Shares	Cash Shares	Cash Shares	Cash Shares	Cash Shares
2021 Incentive System			Cash	Shares	Cash Shares	Cash Shares	Cash Shares	Cash Shares
2022 Incentive System				Cash	Shares	Cash Shares	Cash Shares	Cash Shares	Cash Shares
2023 Incentive System					Cash	Shares	Cash Shares	Cash Shares	Cash Shares	Cash Shares
2024 Incentive System						Cash	Shares	Cash Shares	Cash Shares	Cash Shares	Cash Shares

2026 REMUNERATION POLICY AND REPORT IMPLEMENTATION OF INCENTIVE SYSTEM
110

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

Moreover, the achievement of all the entry conditions allowed the execution of the 2021-2023 Long-Term Incentive Plan for employees, as approved by the Board of Directors respectively on May 11, 2021. Specifically, on February 5, 2026 the Board of Directors approved the payment of the second instalment to the Identified Staff participating in the 2021-2023 Plan.

3.2 2025 INCENTIVE SYSTEM FOR FINANCIAL ADVISORS BELONGING TO IDENTIFIED STAFF

The 2025 Incentive System for Financial Advisors, approved by the Board of Directors on January 21st, 2025, takes into consideration all the national and international regulatory requirements for the sales networks incentives and directly links bonuses with the objectives of growth in the medium and long term, in a general framework of overall sustainability.

The System provides for the allocation of a performance related bonus in cash and/or shares over 4 years.

In line with the FinecoBank governance, the 2025 performance evaluations and payouts for PFA Identified Staff have been approved by the Board of Directors, based on the favorable opinion of Remuneration Committee.

Based on the resolutions of the Board of Directors of February 5th, 2026, the total number of shares serving the 2025 Incentive System for Financial Advisors is 51,552 to be assigned in 2027, 2028 and 2029.

On the same day, the Board of Directors approved the execution - in 2026 - of the 2021, 2022, 2023 and 2024 annual Incentive Systems for PFA Identified Staff⁹⁹.

3.2.1 PREVIOUS YEARS' INCENTIVE SYSTEMS PAYOUT FOR FINANCIAL ADVISORS BELONGING TO IDENTIFIED STAFF

The achievement of all entry conditions¹⁰⁰ allows the execution of the Incentive Systems for the Personal Financial Advisors Identified Staff, which have been approved in previous years and provide for a cash and/or share instalment in 2026. In particular, these are the 2021, 2022, 2023 and 2024 PFA Incentive Systems, for which the Board of Directors approved on February 5, 2026:

the payment of the fifth cash instalment to the beneficiaries of 2021 PFA Incentive System, in coherence with the equivalent cash amount approved by the Board of Directors with the resolution of February 9, 2022.
the payment of the third share instalment and the second cash installment to the beneficiaries of 2022 PFA Incentive System, in coherence with the equivalent cash amount approved by the Board of Directors with the resolution of February 7, 2023.
the payment of the second share instalment to the beneficiaries of 2023 PFA Incentive System, in coherence with the equivalent cash amount approved by the Board of Directors with the resolution of February 6, 2024.
the payment of the first shares instalment to the beneficiaries of 2024 PFA Incentive System, in coherence with the equivalent cash amount approved by the Board of Directors with the resolution of February 5, 2025.

99 The data relating to the assignments are included in the information reported in paragraphs 3.2.1 and 6 of the Remuneration Report and in the Annex II.
100 For the tranches in cash, reference is made to the 2025 entry conditions, for the tranches in shares, reference is made to the 2024 entry conditions, in consideration of the unavailability period.
2026 REMUNERATION POLICY AND REPORT IMPLEMENTATION OF INCENTIVE SYSTEM
111

Teleborsa: distribution and commercial use strictly prohibited

emarket

FINEC

The dashboard below shows the implementation schedule of the aforementioned plans:

	Executed					Payment	Outstanding
	2021	2022	2023	2024	2025	2026	2027	2028	2029
2021 Incentive System PFA		Cash	Cash Shares	Cash Shares	Cash Shares	Cash
2022 Incentive System PFA			Cash	Share	Share	Cash Shares	Cash
2023 Incentive System PFA				Cash	Cash Shares	Share	Cash Shares	Cash
2024 Incentive System PFA					Cash	Share	Share	Cash Shares	Cash

2026 REMUNERATION POLICY AND REPORT IMPLEMENTATION OF INCENTIVE SYSTEM

Teleborsa: distribution and commercial use strictly prohibited

emarket

with storage

CERTIFIED

INTRODUCTION
GOVERNANCE & COMPLIANCE
IMPLEMENTATION OF 2025 INCENTIVE SYSTEM AND PREVIOUS YEARS' PAYMENTS
COMPENSATION OF THE MEMBERS OF THE GOVERNING AND AUDITING BODIES
INDEMNITIES TO DIRECTORS IN THE EVENT OF RESIGNATIONS, DISMISSAL OR TERMINATION OF EMPLOYMENT FOLLOWING A PUBLIC PURCHASE OFFER (AS PER SECTION 123/BIS, PARAGRAPH 1, LETTER I), OF TUF)
COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair storage
CERTIFIED
FINEC

4 GOVERNING AND AUDITING BODIES

The remuneration of the members of the governing and auditing Bodies of FinecoBank S.p.A. consists only of a fixed component, determined based on the importance of the role and the level of commitment required to carry out the assigned duties.

This approach applies to non-Executive Directors and to the members of the Supervisory Body that are not employees of FinecoBank or other Legal Entities of the Group, as well as to Statutory Auditors.

The compensation paid to non-Executive Directors, the members of the Supervisory Body and the Statutory Auditors is not linked to the economic results achieved by FinecoBank and none of them benefits from incentive plans based on stock options or, more generally, financial instruments.

The remuneration of the Chair of the Board of Directors does not exceed the fixed remuneration received by the Chief Executive Officer.

In line with FinecoBank's Articles of Association, the Shareholders' Meeting of April 27, 2023, appointed the Board of Directors for the financial years 2023-2025 and determined also the remuneration of the Directors for their activities within the scope of the Board of Directors and Board Committees in FinecoBank S.p.A.

With regard to the appointment of the Board of Statutory Auditors, the Ordinary Shareholders' Meeting also approved the annual remuneration of the members of the Board of Statutory Auditors for the entire term of their mandate.

2026 REMUNERATION POLICY AND REPORT COMPENSATION OF THE MEMBERS
114

Teleborsa: distribution and commercial use strictly prohibited

emarket
eilr storage
CERTIFIED
FINEC

BENEFICIARIES^{101}	REMUNERATION COMPONENT	APPROVED BY	AMOUNT (€)
Non-Executive Directors	Fixed only	Board of Directors of February 7, 2023 and Shareholders' Meeting of April 27, 2023	Yearly amount:
• €650,000 for the Board of Directors^{102}
• €160,000 for participating in the Risk and Related Parties Committee
• €70,000 for participating in other BoD's Committees
• €35,000 and €25,000 respectively for the Chair and the Members of the Supervisory Body^{103}
• €600 attendance fee for^{104}:
- BoD
- BoD's Committees	Compensation is determined based on the relevance of the role and the effort required to carry out the assigned activities.
		Board of Directors of February 7, 2023, according to Article 2389 par. 3 of Civil Code and heard the favorable opinion of the Statutory Auditors	€285,000 yearly, divided between:
• BoD Chairman
• BoD Deputy Chairman
Statutory Auditors	Fixed only	Shareholders' Meeting on April 27, 2023	Yearly^{105}:
• €80,000 for the Chair of Statutory Auditors
• €65,000 for each effective member
• €600 as attendance fee for BoD and Statutory Audit meetings^{106}

101 Mr. Alessandro Foti renounces to the remuneration approved for the office of Chief Executive Officer.

102 The overall amount for the Board of Directors (including the Executive Director) approved by the Assembly is € 715,000.

103 The current members of the Supervisory Body pursuant to Legislative Decree 231/2001 were appointed by resolution of the Board of Directors dated 27 April 2023. Subsequently, by resolution of 30 July 2025, the Board of Directors appointed a new external member following a resignation.

104 With the possibility of cumulation in the event of participation in multiple meetings held on the same day.

105 Alternate Statutory Auditors don't receive any compensation, except if they permanently replace one of the Auditors.

106 The Chair of the Board of Statutory Auditors receives an attendance fee for all mandatory attendances, including those of the Risk and Related Parties Committee.

2026 REMUNERATION POLICY AND REPORT COMPENSATION OF THE MEMBERS
115

Teleborsa: distribution and commercial use strictly prohibited

emarket

with storage

CERTIFIED

INTRODUCTION
GOVERNANCE & COMPLIANCE
IMPLEMENTATION OF 2025 INCENTIVE SYSTEM AND PREVIOUS YEARS' PAYMENTS
COMPENSATION OF THE MEMBERS OF THE GOVERNING AND AUDITING BODIES
INDEMNITIES TO DIRECTORS IN THE EVENT OF RESIGNATIONS, DISMISSAL OR TERMINATION OF EMPLOYMENT FOLLOWING A PUBLIC PURCHASE OFFER (AS PER SECTION 123/BIS, PARAGRAPH 1, LETTER I), OF TUF)
COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited
emarket
sales
storage
CERTIFIED
FINEC

5 INDEMNITIES TO DIRECTORS

None of the Directors have contracts containing clauses envisaging the payment of indemnities, or the right to keep post-retirement benefits, in the event of resignations or dismissal/revocation without just cause or if the employment relationship is terminated following a public purchase offer. In case of early termination of the mandate, the ordinary law provisions would therefore apply.

The individual employment contract of the Chief Executive Officer and General Manager, Mr. Alessandro Foti, is governed - also concerning the event of resignations, dismissal or termination - by the ordinary provisions of the law and National Labor Agreement for Banking Industry Executives.

In such context, the annual remuneration used to define the possible indemnity due in the above mentioned instances would include the fixed remuneration, any other continuative compensation and the average of the variable pay – inclusive of the components paid in equity such as for example free shares, restricted shares, performance shares – received in the last three years prior to the termination.

The actual amount of such indemnity – in terms of months of compensation considered – is then bound to vary depending on the events which led to the termination and on the relationship's duration and is anyway subjected to provisions of the Severance Policy of FinecoBank approved by the Shareholders' Meeting on April 10th, 2019 and in line with paragraph 3.2 of Section I.

Non-executive Directors do not receive, within incentive plans, stock options or other equities. For the Chief Executive Officer and General Manager no specific provisions are provided with reference to the right to keep, in case of termination, the financial instruments received and the plans' provisions apply.

For none of the Directors currently in office, provisions exist regarding the establishment of advisory contracts for a term following the termination of the directorship, nor the right to keep post-retirement perks. No agreements exist either providing compensation for non-competition undertakings.

2026 REMUNERATION POLICY AND REPORT INDEMNITIES TO DIRECTORS
117

Teleborsa: distribution and commercial use strictly prohibited

emarket

with storage

CERTIFIED

INTRODUCTION
GOVERNANCE & COMPLIANCE
IMPLEMENTATION OF 2025 INCENTIVE SYSTEM AND PREVIOUS YEARS' PAYMENTS
COMPENSATION OF THE MEMBERS OF THE GOVERNING AND AUDITING BODIES
INDEMNITIES TO DIRECTORS IN THE EVENT OF RESIGNATIONS, DISMISSAL OR TERMINATION OF EMPLOYMENT FOLLOWING A PUBLIC PURCHASE OFFER (AS PER SECTION 123/BIS, PARAGRAPH 1, LETTER I), OF TUF)
COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited
emarket
Fair Storage
CERTIFIED
FINEC

6 COMPENSATION DATA

Compensation was awarded in compliance with the Remuneration Policy approved by the Shareholders' Meeting on April 29th, 2025, keeping into account the broad consensus achieved¹⁰⁷:

Section I – 2025 Remuneration Policy (Shareholders' Meeting's approval is required): 98% of favorable votes
Section II – 2024 Remuneration Report (a non-binding advisory vote is required): 97.1% of favorable votes

In order to maintain a constructive dialogue with investors and proxy advisors, the review of Section I of this Remuneration Policy took into account the voting rationale expressed by Shareholders at the Shareholders' Meeting as well as the feedback gathered during the engagement campaign carried out in 2025 and in the first months of 2026.

Fineco has indeed committed to proactively engaging with the main dissenting shareholders to gain a deeper understanding of their voting rationales and collect input to refine and improve its policies.

By way of example, in 2026 and in order to address the requests expressed by institutional investors and align with market best practices, the disclosure relating to the assessment of annual performance objectives has been enhanced by reporting ex-ante in the 2026 performance scorecard of the Chief Executive Officer and General Manager the assessment thresholds for the achievement of each economic/financial KPI in relation to the relevant target.

More generally, the annual process of engagement and dialogue with investors and proxy advisors confirms the Company's commitment to the continuous improvement of its remuneration policy, in line with evolving market practices and shareholder' interests.

6.1 COMPANY RESULTS, COMPENSATION AND EMPLOYEES' REMUNERATION VARIATION

In line with the regulatory provisions set out in the Consob Regulation No. 11971/1999, as updated on December 11th, 2020, the comparison of the annual variation for the last five years is presented with respect to the following information:

Company results;
total compensation for each individual whose information is namely disclosed in this Section;
average annual gross remuneration of full-time equivalent employees, excluding individuals whose information is namely disclosed in this Section.

¹⁰⁵ Cf. Article 123-ter paragraph 4 lett. b) bis TUF.

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA
119

Teleborsa: distribution and commercial use strictly prohibited
emarket
sdn storage
CERTIFIED
FINEC

Variation in Company's Performance
Euro/ 000	FY 2025	FY 2025 vs FY 2024	FY 2024 vs FY 2023	FY 2023 vs FY 2022	FY 2022 vs FY 2021
Company Results
Revenues	1,316,502	0.0%	6.4%	30.5%	17.8%
Net Profit	647,041	-0.8%	7.1%	42.0%	22.8%

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA
120

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdn storage

CERTIFIED

Variation of Individual Remuneration
Euro/ 000	FY 2025	FY 2025 vs FY 2024	FY 2024 vs FY 2023	FY 2023 vs FY 2022	FY 2022 vs FY 2021
Members of the Management Body*
Alessandro Foti (CEO/GM)	3,136	2.6%	5.0%	-2.9%	-1.8%
Members of the Strategic Supervisory Body**
Marco Mangiagalli
(Chair of the Board of Directors)	294	0.4%	2.6%	10.9%	0.0%
Gianmarco Montanari
(Deputy Chair of the Board of Directors)	211	-1.2%	12.5%	57.8%	0.9%
Patrizia Albano	142	3.5%	0.5%	22.3%	0.5%
Elena Biffi	157	2.3%	-2.3%	27.3%	-2.4%
Giancarla Branda	105	-0.7%	4.9%	16.5%	3.0%
Marin Gueorguiev	145	0.8%	5.2%	50.2%	-0.7%
Maria Alessandra Zunino De Pignier	155	1.2%	1.1%	22.3%	1.0%
Arturo Patarnello	147	2.5%	39.8%	-	-
Maria Lucia Candida	124	4.4%	43.2%	-	-
Paola Generali	74	1.6%	41.2%	-	-
Members of the Board of Statutory Auditors***
Luisa Marina Pasotti
(Chair of the Board of Statutory Auditors)	135	-5.7%	27.3%	19.2%	2.7%
Massimo Gatto	106	-3.0%	8.9%	25.1%	3.6%
Giacomo Ramenghi	107	0.5%	6.6%	24.8%	4.8%

Equal to the total remuneration (column 6 Table 1) inclusive of the instalments of the short-term incentive systems vested during the year (column 11 Table 3A) and, conventionally, of the pro rata of the maximum amount of the 2024-2026 LTI plan as represented in Section II, paragraph 3.1. For the years 2023-2019 the annual LTI pro rata is considered with respect to the amount actually awarded.
** This refers to the fees paid for serving as members of the Board of Directors, the remuneration for any position held within the internal Board Committees, the attendance fees for participation in the respective meetings and any expense reimbursement.
*** This refers to the fees paid for serving as members of the Board of Statutory Auditors, attendance fees and any expense reimbursement.

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdn storage

CERTIFIED

Variation in Employees' average Remuneration
Euro/ 000	FY 2025	FY 2025 vs FY 2024	FY 2024 vs FY 2023	FY 2023 vs FY 2022	FY 2022 vs FY 2021
Employee's average remuneration*
Average fixed and variable annual remuneration	64	-1.5%**	1.6%	10.3%	1.8%

*Understood as the average total remuneration paid in the referred year (excluding social security contributions), therefore: average fixed remuneration and average variable remuneration, which corresponds to all variable remuneration paid in the referred year (short and long-term incentive systems' instalments and deferrals awarded in previous years were therefore included).
** The variation compared with the previous year is due to the payment of a lower number of installments relating to long-term incentive plans, as provided for under the respective payout schemes.

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

122

Teleborsa: distribution and commercial use strictly prohibited

emarket

eilr storage

CERTIFIED

FINEC

6.2 INFORMATION TABLES PURSUANT TO ARTICLE 84-QUATER OF THE REGULATION NO. 11971 ISSUED BY COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (CONSOB)

Consob toward Regulation no. 11971, Article 84-quater - Annex 3A / Schedule 7-bis
Amounts in Euro	TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibility
(A)	(B)
Name and surname	Office
Emoluments resolved by the Shareholder/ Meeting	Attend- ance tokens
Marco Manipagalli	Chair of the Board of Directors
El Total compensation in the company preparing the financial statements	65,000
El Compensation from subsidiaries and associates
56) Total
Giormarco Montanari	Deputy Chair of the Board of Directors
Chair of the Remuneration Committee	01/01/25
Member of the Corporate Governance and Environmental and Social Sustainability Committee	01/01/25
El Total compensation in the company preparing the financial statements
El Compensation from subsidiaries and associates
56) Total
Alessandro Foti	CEO/GM
El Total compensation in the company preparing the financial statements
El Compensation from subsidiaries and associates
56) Total
Patrizia Alcuni	Member of the Board of Directors
Chair of the Corporate Governance and Environmental and Social Sustainability Committee	01/01/25
Member of the Appointments Committee	01/01/25
El Total compensation in the company preparing the financial statements
El Compensation from subsidiaries and associates
56) Total
Timo Iatti	Member of the Board of Directors
Chair of the Appointments Committee	01/01/25
Member of the Risk and Related Retiree Committee	01/01/25
El Total compensation in the company preparing the financial statements
El Compensation from subsidiaries and associates
56) Total

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited

emarket

edir storage

CERTIFIED

FINECE

Consult Issued: Regulativive, 1991; Artists 84-quater - Annex 36 / Schedule 7-his
Amount in Euro	TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibility
(A)	(B)	(C)	(D)	(E)
Name and surname	Office	Period in which office was held	Office expiration date	Fixed Compensation						Compensation for committee membership	Variable non-equity compensation	Non-monetary benefits	Other remuneration	Total	Fair Value of equity compensation	Severance indemnity for end of office or termination of employment
				Emoluments resolved by the Shareholders' Meeting	Attend-ance tokens	Lump sum expense remuner-ments*	Compensation for specific offices ex artids. 2389 Italian Civil Code	Fixed salary	Total
Concarts Brands	Member of the Board of Directors	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval	65,000	9,000	4,789			78,789					78,789
	Member of the Remuneration Committee	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval		6,600				6,600	20,000				26,600
	(i) Total compensation in the company preparing the financial statements				65,000	15,600	4,789	-	-	85,389	20,000	-	-	-	105,389
	(ii) Compensation from subsidiaries and associates									-
	DKI Total				65,000	15,600	4,789	-	-	85,389	20,000	-	-		105,389
Maria Oseorgulav	Member of the Board of Directors	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval	65,000	9,000				74,000					74,000
	Member of the Risk and Related Parties Committee	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval		14,400				14,400	30,000				44,400
	Member of the Remuneration Committee	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval		6,600				6,600	20,000				26,600
	(i) Total compensation in the company preparing the financial statements				65,000	30,000	-	-	-	95,000	50,000	-	-	-	145,000
	(ii) Compensation from subsidiaries and associates									-					-
	DKI Total				65,000	30,000	-	-	-	95,000	50,000	-	-	-	145,000
Maria Alessandra Rovigo De Pignia	Member of the Board of Directors	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval	65,000	9,000				74,000					74,000
	Chair of the Risk and Related Parties Committee	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval		14,400				14,400	40,000				54,400
	Member of the Corporate Governance and Environmental and Social Sustainability Committees	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval		6,600				6,600	20,000				26,600
	(i) Total compensation in the company preparing the financial statements				65,000	30,000	-	-	-	95,000	60,000	-	-	-	155,000
	(ii) Compensation from subsidiaries and associates									-					-
	DKI Total				65,000	30,000	-	-	-	95,000	60,000	-			155,000
Arturo Falamello	Member of the Board of Directors	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval	65,000	9,000				74,000					74,000
	Member of the Risk and Related Parties Committee	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval		14,400				14,400	30,000				44,400
	Member of the Appointments Committee	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval		8,400				8,400	20,000				28,400
	(i) Total compensation in the company preparing the financial statements				65,000	31,800	-	-	-	96,800	50,000	-	-	-	146,800
	(ii) Compensation from subsidiaries and associates									-					-
	DKI Total				65,000	31,800	-	-	-	96,800	50,000	-	-	-	146,800
Maria Lucia Celestini	Member of the Board of Directors	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval	65,000	9,000	5,508			79,508					79,508
	Member of the Risk and Related Parties Committee	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval		14,400				14,400	30,000				44,400
	(i) Total compensation in the company preparing the financial statements				65,000	23,400	5,508	-	-	93,908	30,000	-	-	-	123,908
	(ii) Compensation from subsidiaries and associates									-					-
	DKI Total				65,000	23,400	5,508	-	-	93,908	30,000	-	-	-	123,908
Paola Generali	Member of the Board of Directors	01/01/25	31/12/25	31/12/2025 Fin. Stmt. Approval	65,000	9,000				74,000					74,000
	(i) Total compensation in the company preparing the financial statements				65,000	9,000	-	-	-	74,000	-	-	-	-	74,000
	(ii) Compensation from subsidiaries and associates									-					-
	DKI Total				65,000	9,000	-	-	-	74,000	-	-	-	-	74,000
	TOTAL BOARD OF DIRECTORS	(i) Total compensation in the company preparing the financial statements			650,000	233,400	15,289	285,000	1,000,000	2,183,689	370,000	440,000	-	8,441	-	3,002,130	700,596

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited

emarket

edir storage

CERTIFIED

FINECE

Consult Asaert Regulations, 1971, Article 84: quater - Annex 3A / Schedule 7-6a
Amounts in Euro	TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibility
(A)	(B)
Name and surname	Office
Emoluments resolved by the Share-holdee' Meeting	Attend-ance tokens
Luke Marina Pasetti	(1) Total of the Board of Statutory Auditors
(2) Total compensation in the company preparing the financial statements
(3) Compensation from subsidiaries and associates
(20) Total
Massimo Cattini	(1) Standing Auditor
(2) Total compensation in the company preparing the financial statements
(3) Compensation from subsidiaries and associates
(20) Total
Giacomo Romanelli	(1) Standing Auditor
(2) Total compensation in the company preparing the financial statements
(3) Compensation from subsidiaries and associates
(20) Total
Lucia Montecarmozzi	(1) Alternate Auditor
(2) Total compensation in the company preparing the financial statements
(3) Compensation from subsidiaries and associates
(20) Total
Marco Salvatore	(1) Alternate Auditor
(2) Total compensation in the company preparing the financial statements
(3) Compensation from subsidiaries and associates
(20) Total
TROYLORAME OF EXECUTORY AGENCIES	(1) Total compensation in the company preparing the financial statements
(2) Compensation from subsidiaries and associates
(20) Total
* For "out of pocket expenses" and mileage travelled
Other Executives with Strategic Responsibility of (Total no A)

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited

emarket

FINEC

Amounts in Euro	TABLE 2: Stock Option assigned to the Members of the Administrative Body, to General Managers and other Executives with Strategic Responsibility
			Options held at the beginning of the year			Options assigned during the year						Options exercised during the year
(A)	(B)	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)	(13)	(14)	(15)
Name and surname	Office	Plan	Number of Options	Exercise Price	Exercise Period (from _to)	Number of Options	Exercise Price	Exercise Period (from _to)	Fair Value at Assignment Date	Assignment Date	Market Price of Underlying Shares upon Assignment of Options	Number of Options	Exercise Price	Market Price of Underlying Shares on Exercise Date	Options Lapsed during the year (Number)	Options held at the end of the year (Number)
Alexandre Foti	Chief Executive Officer/ General Manager
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(I) Compensation in the Company preparing the Financial Statements
(II) Compensation from Subsidiaries and Associates
(III) Total
Other Executives with Strategic Responsibility
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(I) Compensation in the Company preparing the Financial Statements
(II) Compensation from Subsidiaries and Associates
(III) Total

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited

emarket

CERTIFIED

Amounts in Euro	TABLE 3A: Incentive Plans based on financial instruments other than stock options for Members of the Administrative Body, General Managers and other Executives with Strategic Responsibility
			Financial instruments assigned during previous years and not vested during the year		Financial instruments assigned during the year					Financial instruments vested during the year and not assigned	Financial instruments vested during the year and assignable	Financial instruments relevant to the year
(A)	(B)	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)
Name and surname	Office	Plan	Number and type of financial instruments	Vesting period	Number and type of financial instruments	Fair Value on assignment date	Vesting period	Assignment date	Market price upon assignment	Number and type of financial instruments	Number and type of financial instruments	Value on maturity date
Messandro (29)	Small Executive Officer/General Manager
---	---	---	---	---	---	---	---	---	---	---	---	---
(I) Compensation in the Company preparing the Financial Statements	Fineco shares - 2021 Group Incentive System								7,897	177,153	20,532
	Fineco shares - 2022 Group Incentive System	6,256	100% 31.12.2026							6,256	140,341	38,338
	Fineco shares - 2023 Group Incentive System	15,120	1/2 31.12.2026 1/2 31.12.2027							7,560	169,593	63,102
	Fineco shares - 2024 Group Incentive System	20,211	1/3 31.12.2026 1/3 31.12.2027 1/3 31.12.2028									51,599
	Fineco shares - 2025 Group Incentive System			24,962	560,000	37% 31.12.2025 21% 31.12.2027 21% 31.12.2028 21% 31.12.2029	05/02/26	22,433		8,915	199,990	272,888
	Fineco shares - 2021-2023 LTI Plan	63,478	50% 31.12.2026 50% 31.12.2027							63,478	1,424,002	254,137
(II) Compensation from Subsidiaries and Associates
(III) Total	560,000									2,111,080	700,596
Other Executives with Strategic Responsibility (4 in total)
---	---	---	---	---	---	---	---	---	---	---	---
(I) Compensation in the Company preparing the Financial Statements	Fineco shares - 2021 Group Incentive System							17,393	390,177	45,221
	Fineco shares - 2022 Group Incentive System	13,711	100% 31.12.2026						13,711	307,579	84,024
	Fineco shares - 2023 Group Incentive System	33,520	1/2 31.12.2026 1/2 31.12.2027						16,760	375,977	139,892
	Fineco shares - 2024 Group Incentive System	45,390	1/3 31.12.2026 1/3 31.12.2027 1/3 31.12.2028								115,881
	Fineco shares - 2025 Group Incentive System			58,809	1,319,360	37% 31.12.2025 21% 31.12.2027 21% 31.12.2028 21% 31.12.2029	05/02/26	22,433		21,003	471,160
	Fineco shares - 2021-2023 LTI Plan	60,936	50% 31.12.2026 50% 31.12.2027							30,468	683,489
(II) Compensation from Subsidiaries and Associates
(III) Total	1,319,360							-		2,228,282	1,201,196

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited

emarket

FINEC

Amounts in Euro	TABLE 3B: Cash-based Incentive Plans for Members of the Administrative Body, General Managers and other Executives with Strategic Responsibility
(A)	(B)	(1)	(2)			(3)			(4)
			Bonus for the year			Prior years' bonus
			(A)	(B)	(C)	(A)	(B)	(C)
Name and surname	Office	Plan	Payable / Paid	Deferred	Deferral period	No longer payable	Payable / Paid	Still deferred	Other Bonuses

Amounts in Full	Chief Executive Officer/ General Manager
(i) Compensation in the Company preparing the Financial Statements	2025 Incentive System	200,000	240,000	50% 31.12.202750% 31.12.2030
		2024 Incentive System						240,000
		2023 Incentive System					103,200	103,200
		2022 Incentive System						103,200
		2021 Group Incentive System						120,000
		2020 Group Incentive System					120,000
(ii) Compensation from Subsidiaries and Associates
(iii) Total		200,000	240,000			223,200	566,400

Other Executives with Strategic Responsibility (4 in total)
(i) Compensation in the Company preparing the Financial Statements	2025 Incentive System	471,200	565,440	50% 31.12.202750% 31.12.2030
		2024 Incentive System						539,000
		2023 Incentive System					228,808	228,808
		2022 Incentive System						226,208
		2021 Group Incentive System						264,320
		2020 Group Incentive System					238,311
(ii) Compensation from Subsidiaries and Associates
(iii) Total		471,200	565,440			467,119	1,258,336

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited

emarket

FINEC

Comorb Issuer / Regulation no. 11571 - Annex SA / Schedule 7-ter

TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers

				Number of shares
Name and surname	Office	Investee Company	Type of shares	Held at the end of 2024	Acquired during the year*	Sold during the year	Held at the end of 2025

BOARD OF DIRECTORS

Marco Mangogalli	Chair of the Board of Directors			-	-	-
Gianmarco Montanari	Deputy Chair of the Board of Directors			200	-	200
	indirect possession (spouse)	FinecoBank	Ord.	100	-	100
Alessandro Foti	Chief Executive Officer/General Manager	FinecoBank	Ord.	604,175	214,524	108,253
Patrizia Albano	Member			-	-	-
Elena Biffi	Member			-	-	-
Giancarla Branda	Member			-	-	-
Marin Guaorguiev	Member			-	-	-
Maria Alessandra Zunino De Pignier	Member			-	-	-
Arturo Patamello	Member			-	-	-
Maria Lucia Candida	Member			-	-	-
Paola Generali	Member			-	-	-

BOARD OF STATUTORY AUDITORS

Luisa Marina Pasotti	Chair of the Board of Statutory Auditors	-	-	-
Massimo Gatto	Standing Auditor	-	-	-
Giacomo Ramenghi	Standing Auditor	-	-	-
Alessandro Gaetano	Standing Auditor	-	-	-
Lucia Montecarrozza	Standing Auditor	-	-	-
Marco Salvatore	Standing Auditor	800	-	800

*comprese azioni rivenienti dall'assegnazione di sistemi di incentivazione e fidelizzazione

TABLE 2: Investments of the other Executives with Strategic Responsibility

			Number of shares
Executives with Strategic Responsibility	Investee Company	Type of shares	Held at the end of 2024	Acquired during the year*	Sold during the year	Held at the end of 2025
4	FinecoBank	Ord.	800,179	210,614	163,588	847,038
*including shares linked to Incentive Plans

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA

Teleborsa: distribution and commercial use strictly prohibited
ENERGY
FINEC

6.3 BENEFIT DATA

Our employees enjoy welfare, healthcare and life balance benefits that supplement social security plans and minimum contractual requirements. These benefits are intended to provide substantial guarantees for the well-being of staff and their family members during their active careers as well as in retirement.

With reference to the complementary pension plans, there are defined benefit plans and defined contribution plans. In the first ones the benefit's calculation is known in advance, while in defined contribution plans the benefit depends on allocated asset management results.

Complementary pension plans are offered by external pension funds, legally autonomous from the Group. In particular, the pension funds usually subscribed by employees are "closed" funds.

Subscribers can distribute contribution, depending on their own risk appetite, among investment lines characterized by different risk/ yield ratios.

For employees who choose to join the reference Pension Fund for FinecoBank, with some exceptions, the Company recognizes a contribution calculated on the compensation useful for calculating the "Trattamento di Fine Rapporto", if the employee chooses to pay the contribution at his own expense.

Finally, all employees can take advantage of a digital platform that allows them to easily manage their welfare credit in a diversified basket of services (e.g. education, family assistance, leisure, etc.). In 2025 the employees received, in addition to a Productivity Award of about €2,500 net¹⁰⁸, a one-time €750 net¹⁰⁹ welfare contribution for purchasing goods and services.

Finally, for employees with managerial qualifications and for those who, as part of their business, travel for work, a car is assigned for mixed use. The choice of available models is in line with the objectives set out in the Multi-Year Plan, providing only hybrid and / or electric cars, with the aim of reducing impact on the environment caused by vehicle traffic.

¹⁰⁸ Maximum amount granted in the event of choosing to credit the bonus to the welfare account.
¹⁰⁹ Ibidem.

2026 REMUNERATION POLICY AND REPORT COMPENSATION DATA
130

Teleborsa: distribution and commercial use strictly prohibited

emarket
edir storage
CERTIFIED

Teleborsa: distribution and commercial use strictly prohibited

emarket

sdir storage

CERTIFIED

finecobank.com

AI assistant

FinecoBank — Remuneration Information 2026

4321_rns_2026-03-27_8f51dae1-6c9f-45ac-b91b-4e4580a7984d.pdf

FINECO

LETTER FROM THE CHAIR OF THE REMUNERATION COMMITTEE

FINECO

EXECUTIVE SUMMARY

OUR COMPENSATION APPROACH

KEY ELEMENTS OF OUR 2025 COMPENSATION APPROACH

1. Fundamentals

Details – Section I paragraph 2

2. Continuous monitoring of market trends and practices (Benchmarking)

Details – Section I paragraph 2.2

3. Remuneration system and ESG Strategy

Details – Section I paragraph 2.3

4. Share Ownership Guidelines

Details – Section I paragraph 2.5

5. Ratio between variable and fixed remuneration

Details – Section I paragraph 3.1

6. Identified Staff definition

Details – Section I paragraph 4.1

7. Short Term Incentive System for Employees Identified Staff

Details – Section I paragraph 4.2

8. 2024-2026 Long Term Incentive Plan for Employees

Details – Section I paragraph 5.1

9. Severance Payments

Details – Section I paragraph 3.2

10. Short Term Incentive for Financial Advisors Identified Staff

Details – Section I paragraph 4.3

11. 2026 Remuneration Policy – new features

Strengthening Risk Culture - Section I paragraphs 4.2 and 4.3

Pay for sustainable performance - Section I paragraph 4.2

2025 FINANCIAL YEAR MAIN RESULTS

OUR COMPENSATION DISCLOSURE

Chief Executive Officer and General Manager 2025 variable and fixed compensation data

SECTION 1

FINECO

1

INTRODUCTION

2 FUNDAMENTALS

2.1 GOVERNANCE

2.1.1 ROLE OF THE BOARD OF DIRECTORS

2.1.2 ROLE OF THE REMUNERATION COMMITTEE

2.1.3 ROLE OF THE OTHER COMMITTEES

2.1.4 ROLE OF THE FINECOBANK GROUP'S FUNCTIONS

Role of the Human Resources Function¹⁵

Role of the Compliance Function

Role of the CRO Function¹⁶

Role of the Internal Audit Function

2.2 CONTINUOUS MONITORING OF MARKET TRENDS AND PRACTICES (BENCHMARKING)

2.3 REMUNERATION SYSTEM AND ESG STRATEGY

2.3.1 GENDER NEUTRALITY IN THE REMUNERATION SYSTEM

FOCUS: Global Job Model e Gender Equity Pay Gap

2.3.2 EMPLOYEES' WORKING CONDITIONS

2.4 COMPLIANCE DRIVERS

Compliance Drivers

Performance management

Definition of Incentive Systems and Clients' interests

Compliance

FOCUS: Control Functions

2.5 PAY FOR SUSTAINABLE PERFORMANCE

2.5.1 DEFINITION OF PERFORMANCE TARGETS

2.5.2 PERFORMANCE APPRAISAL

2.5.3 PAYMENT OF VARIABLE COMPENSATION

FOCUS: Compliance breach, individual Malus and Claw-back

2.5.4 SHARE OWNERSHIP GUIDELINES

2.5.5 EXEMPTIONS IN CASE OF EXCEPTIONAL CIRCUMSTANCES

3

COMPENSATION STRUCTURE

3.1 RATIO BETWEEN VARIABLE AND FIXED COMPENSATION

3.2 EMPLOYEES51

3.2.4 TERMINATION PAYMENTS

3.2.5 OTHER REMUNERATION COMPONENTS

3.3 FINANCIAL ADVISORS

3.4 SALE STAFF (EMPLOYEES AND THIRD PERSONNEL)

3.5 NON-EXECUTIVE MEMBERS OF ADMINISTRATIVE AND AUDITING BODIES

4 COMPENSATION SYSTEMS

4.1 PROCESS TO DEFINE IDENTIFIED STAFF

4.2 2026 INCENTIVE SYSTEM FOR THE CEO AND EMPLOYEES IDENTIFIED STAFF

Budget

FinecoBank Remuneration Information 2026