FinecoBank S p A : PR - Resolutions of the Board of Directors

PRESS RELEASE

FinecoBank: RESOLUTIONS OF THE BOARD OF DIRECTORS

Milan, March 15, 2022

The FinecoBank Board of Directors has passed the following resolutions:

• call of the ordinary and extraordinary shareholders' meeting;
• approval of the 2021 annual Report on Corporate Governance and Ownership Structure of FinecoBank;
• approval of the 2022 compensation policy & 2021 compensation report;
• assessment of the independence requirements of directors and statutory auditors.
• CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The Board of Directors resolved to call the Ordinary and Extraordinary Shareholders' Meeting to be held on April 28, 2022 in single call (in accordance with the Financial Calendar published pursuant to the current and applicable statutory and regulatory provisions) to resolve on the following matters:

Ordinary Session

1. Approval of the Financial Statements for the year 2021 and presentation of the Consolidated Financial Statements.
2. Allocation of the profit for the year 2021 of FinecoBank S.p.A..
3. 2022 Remuneration Policy.
4. 2021 Remuneration Report.
5. 2022 Incentive System for Employees "Identified Staff".
6. 2022 Incentive System for Personal Financial Advisors "Identified Staff".
7. Authorization to purchase and dispose of treasury shares in order to support the 2022 PFA System for Personal Financial Advisors. Consequent and inherent resolutions.

Extraordinary Session

1. Delegation to the Board of Directors, under the provisions of article 2443 of the Italian Civil Code, of the authority to resolve, in one or more instances for a

maximum period of five years from the date of the Shareholders' resolution, to carry out a free share capital increase, as allowed by article 2349 of the Italian civil Code, for a maximum amount of EUR 120,976.02 (to be allocated in full to share capital) corresponding to up to 366,594 FinecoBank new ordinary shares with a nominal value of EUR 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the 2022 Identified Staff employees of FinecoBank in execution of the 2022 Incentive System; consequent amendments to the Articles of Association.

2. Delegation to the Board of Directors, under the provisions of article 2443 of the Italian Civil Code, of the authority to resolve in 2027 a free share capital increase, as allowed by section 2349 of the Italian civil Code, for a maximum amount of EUR 35,671.35 corresponding to up to 108,095 FinecoBank new ordinary shares with a nominal value of EUR 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the 2021 Identified Staff employees of FinecoBank in execution of the 2021 Incentive System; consequent amendments to the Articles of Association.

The notice of call and the related documentation will be published within the time limits established by law and will be available on the Company's website www.finecobank.com ("Governance/Shareholders' Meeting" Section).

• APPROVAL OF THE 2021 ANNUAL REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

FinecoBank informs that the Board of Directors has approved the 2021 "FinecoBank Report on Corporate Governance and Ownership Structures" drafted pursuant to Article 123-bis of the Legislative Decree no. 58 dated February 24th, 1998. This Report - together with the management report - will be published on the Company's website ("Governance/Shareholders' Meeting" Section) at the latest, 21 days prior to the Annual Shareholders' Meeting to be called for April 28th, 2022.

• APPROVAL OF THE 2022 COMPENSATION POLICY & 2021 COMPENSATION REPORT

The Board of Directors has also approved, amongst others, the "2022 Remuneration Policy and 2021 Remuneration Report" drafted pursuant to the applicable law in force. The Policy will be published on the Company's website ("Governance/Shareholders' Meeting" Section), at the latest, 21 days prior to the Annual Shareholders' Meeting to be called for April 28th, 2022.

• ASSESSMENT OF THE INDEPENDENCE REQUIREMENTS OF DIRECTORS AND STATUTORY AUDITORS

The Board of Directors verified the existence of the requirements of independence of the Directors pursuant to the applicable laws and regulations and in particular pursuant to Article 148 of the Consolidated Law on Finance and Article 2 of the Corporate Governance Code to which the Company adheres. All Directors are independent except for the CEO and General Manager, Alessandro Foti.

The Board of Statutory Auditors, on 11 March, verified the existence of the independence requirements of its members pursuant to current legislation and the Corporate Governance Code.

FinecoBank

FinecoBank is one of the most important FinTech banks in Europe. Listed on the FTSE MIB, Fineco offers anunique business model in Europe, combining advanced platforms with a large network of financial advisors. It offers a single account with banking, trading and investment services, through transactional and advisory platforms developed with proprietary technologies. Fineco is a leading bank in brokerage in Europe, and one of the most important players in Private Banking in Italy, offering advanced and tailor-made advisory services. Since 2017, FinecoBank is in the UK with an offer focused on brokerage, banking and investment services. Fineco Asset Management was founded in Dublin in 2018, with the mission to develop investment solutions in partnership with top international asset managers.

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