FinecoBank S p A : PR - Assessments of requirements

PRESS RELEASE

FinecoBank: assessment of the requirements of the Directors and Statutory Auditors appointed by the Shareholders' Meeting

Milan, May 11, 2021

Following the press release dated 28 April 2021, FinecoBank informs that the Board of Statutory Auditors, in its today meeting, has verified that Mrs. Luisa Marina Pasotti (Standing Statutory Auditor and Chairwoman), Mr. Giacomo Ramenghi (Standing Statutory Auditor), Mrs. Lucia Montecamozzo (Alternate Statutory Auditor) and Mr. Alessandro Gaetano (Alternate Statutory Auditor), appointed by the Ordinary Shareholders' Meeting held on April 28, 2021, are in possession of the integrity and professionalism requirements, the fairness and competence criteria, as well as - to the extent applicable - the criteria of time commitment and the specific limits on the accumulation of offices prescribed by the legislation in force at the time, the "Qualitative and Quantitative Composition of the Board of Statutory Auditors of FinecoBank S.p.A." (the "Board of Statutory Auditors Profile") and the further relevant regulations of the Bank; the absence of disqualifying and suspensive situations was also ascertained, as well as the inexistence of any situation falling within the scope of art. 36 of Law Decree no. 201 of December 6, 2011, converted with amendments by Law no. 214 of December 22, 2011, concerning the provisions on the prohibition of interlocking directorates.

The Board of Statutory Auditors has also successfully verified:

• the adequacy of the collective composition of the Board of Statutory Auditors, as well as its correspondence between the qualitative and quantitative composition deemed optimal pursuant to the Profile of the Board of Statutory Auditors and the actual outcome of the nomination process;
• that the new appointed Statutory Auditors are independent in accordance with applicable law (i.e. art. 148 of Legislative Decree no. 58 of February 24, 1998 ("TUF"), art. 14 of the Decree of the Ministry of the Economy and Finance no. 169 of November 23, 2020 ("M.D. 169/2020"), art. 23 of the Articles of Association and Corporate Governance Code for listed companies (the "Corporate Governance Code")), noting that they are also in possession of independent judgement (pursuant to art. 15 of M.D. 169/2020).

Furthermore, the FinecoBank's Board of Directors, in its today meeting, has confirmed - supported by the Appointments Committee - that Mrs. Alessandra Pasini, co-opted on 16 March 2021 and confirmed as Director of the Bank by the Shareholders' Meeting, is in possession of the integrity and professionalism requirements, the fairness and competence criteria, as well as the criteria of time commitment and the specific limits on the accumulation of offices prescribed by the legislation in force at the time, the "Qualitative and Quantitative Composition of the Board of Directors of FinecoBank S.p.A." (the "Board of Directors Profile") and the further relevant regulations of the Bank; the absence of disqualifying and suspensive situations was also confirmed, as well as the inexistence of any situation falling within the scope of art. 36 of Law Decree no. 201 of December 6, 2011, converted with amendments by Law no. 214 of December 22, 2011, concerning the provisions on the prohibition of interlocking directorates.

The Board of Directors has also confirmed that (i) Mrs. Pasini is independent pursuant to art. 148 TUF (as referred to by art. 147-ter TUF), the Corporate Governance Code and art. 13 M.D. 169/2020, including the independence of judgment (art. 15 of M.D. 169/2020); and (ii) the correspondence of the Director respect to the Board of Directors Profile.

The Board of Statutory Auditors and Board of Directors established the possession of said requirements on the basis of the declarations made by the persons concerned and of the information available to the

Company regarding any eventual relationship (credit-wise, commercial/professional and employee/employer, as well as regarding relevant positions held) entertained with the Bank by said persons and by other persons referable to them, from which no significant or substantial evidence emerged.

FinecoBank

FinecoBank is one of the most important FinTech banks in Europe. Listed on the FTSE MIB, Fineco offers a business model that is unique in Europe, combining the best platforms with a large network of financial advisors. It offers a single account with banking, trading and investment services, on 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 has also been in the UK with an offer focused on brokerage, banking and investment services. Fineco Asset Management was founded in Dublin in 2018, with a mission to develop investment solutions in partnership with top international asset managers.

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