FinecoBank S p A : List No. 1 BoD - List of the Board of Directors

April 29 2026

Ordinary and Extraordinary Shareholder's Meeting

Furthermore, to complete the documentation relating to its list of candidates, marked as List No. 1, the following documentation is published for each candidate:

‌1 Pursuant to Article 12, paragraph 1 of Ministerial Decree No. 169/2020: "Each body identifies in advance its optimal qualitative and quantitative composition in order to achieve the objectives set out in Article 11 and subsequently verifies the correspondence between this and the actual composition resulting from the appointment process".

• the candidate's declaration of acceptance of the office and possession of the prescribed

  requirements;

• curriculum vitae and a list of the offices of administration, management and control held with other companies.

  THE BOARD OF DIRECTORS OF FINECOBANK S.P.A.

  
  
  Selection process for the Board of Directors and presentation of candidates

  also prepared for the purposes of CONSOB Call for Attention No. 1/22 of 21 January 2022

  Milan, 17 March 2026

  © Copyright 2014 FinecoBank S.p.A. - Versione 17/03/2026 - Public - Do not distribute - Presentazione

  Board of Directors selection process

  2

  
  
  Board of Directors selection process: Parties involved

  (Annex B to the Regulations of the Corporate Bodies of FinecoBank S.p.A.)

  Board of Directors

  • Approves the selection process for candidates for the office of member of the Board of Directors

  • Approves the Qualitative and Quantitative Profile of the Board of Directors

  • Identifies the profile of the candidates, appoints directors to replace directors who cease to hold office, and identifies candidates for the office of director in the event that the Board itself submits a list to the Shareholders' Meeting

    Appointments Committee

  • Supports the Board in the various phases of the selection process

  • Identifies the external consultant

  • Carries out the preliminary work for drafting the Qualitative and Quantitative Profile

    Chair of the Appointments Committee

  • Proposes the profile of the ideal candidates and the proposed shortlist of candidates

  • Ensures that the manner in which the Process is carried out is effective and consistent with the purposes of the Selection Process itself

    External Consultant

  • Supports the Appointments Committee in drafting the Qualitative and Quantitative Profile

  • Cooperates in defining the profile of the candidates to be sought

  • Provides support for the search for potential candidates

3

Implementation of the Board of Directors selection process: Phases (1/2)

Specifically, 9 new profiles were identified (to be added to the 4 current directors who had expressed their willingness to be confirmed), as well as a further 4 profiles in order to comply with the one-third increase requirement introduced by the Capital Markets Law.

4

Implementation of the Board of Directors selection process: Phases (2/2)

4.g) The shortlist of candidates identified by the Appointments Committee was

submitted to the Board of Directors at its meeting of 18 February 2026.

Following specific preliminary work and taking into account the favourable opinion of the Appointments Committee, and after verifying suitability requirements, the Board of Directors approved the Board List to be submitted to the Shareholders' Meeting.

4. Preparation of the list of candidates

Following the assessment of fitness and propriety requirements, the Committee defined to submit to the BoD its list of 13 candidates (9 new candidates and 4 confirmed directors), plus an additional 4 candidates required to comply with the one-third increase requirement introduced by the Capital Markets Law, for a total of 17 candidates.

5

List submitted by the Board of Directors: key features

RIGOROUS AND TRANSPARENT SELECTION PROCESS

• Candidates were selected through a transparent and well-structured selection process.

  COMPOSITION

• The list submitted by the Board of Directors (the "List") was defined in compliance with the rules under the new Article 147-ter.1 of the TUF, introduced by the Capital Markets Law, and the related implementing provisions

  set forth in the Issuers' Regulation, as well as the new provisions of the Articles of Association approved by the Extraordinary Shareholders' Meeting of 10 March 2026.

• The List reflects the new recommendations on the quantitative composition of the Board, as set out in the Qualitative and Quantitative Profile of the Board of Directors, pursuant to which the optimal size of the new Board was identified as 13 directors.

• In light of the new statutory and regulatory provisions, as well as the recommendations made by the outgoing Board, the List includes 13 candidates, plus an additional 4 candidates required to comply with the one-third increase requirement introduced by the Capital Markets Law, for a total of 17 candidates.

• More specifically, the List confirms 4 of the names currently serving on the Board of Directors and proposes 9 new candidates (in addition to the further 4 required by the above-mentioned increase). Accordingly, the list of 13 members is composed of approximately 70% new candidates, envisaging a substantial renewal of the management body - both quantitatively and qualitatively.

• Gender balance: the least represented gender is granted a representation on the List exceeding the minimum threshold provided for by the applicable laws and regulations.

• Confirmation of the CEO, as a sign of continuity in the Bank's strategy.

• For the role of Chairman, the List proposes a candidate who previously served (until 27 April 2023) as Deputy Chairman of FinecoBank's Board of Directors, in order to ensure - given the significant number of directors serving their first term and the exceptional and unprecedented nature of the current phase, as this renewal represents the first application of the rules introduced by the Capital Markets Law - the presence of a Chairman with in-depth knowledge of the company's business, thereby fostering operational continuity of the Board and greater effectiveness in the work of its members.

• High-standing profiles with appropriate professional, managerial and business management skills, including ICT & Security, Risk and ESG expertise, in line with the recommendations set out in the Qualitative and Quantitative Profile of the Board of Directors.

  INDEPENDENCE

• High level of independence (92%), higher than the recommendations of the Corporate Governance Code for listed companies.

6

List submitted by the Board of Directors: Candidates (1/2)

1 Pursuant to: (i) the Corporate Governance Code (as also referred to in Article 13 of the Articles of Association), (ii) the TUF, and (iii) Article 13 of Ministerial Decree No. 169/2020

2 Mr Francesco Saita served as director of the Bank from 28.04.2014 to 27.04.2023.

7

List submitted by the Board of Directors: Candidates (2/2)*

* One-third increase in the number of candidates provided for by Article 147-ter.1 of the TUF.

1 Pursuant to: (i) the Corporate Governance Code (as also referred to in Article 13 of the Articles of Association), (ii) the TUF, and (iii) Article 13 of Ministerial Decree No. 169/2020.

8

List submitted by the Board of Directors: Snapshot (1/2)

The data shown in this slide refer to the list submitted by the Board of Directors consisting of the first 13 candidates who, in the view of the Board itself and the Appointments

Committee, best meet the recommendations set out in the Qualitative and Quantitative Profile of the Board of Directors.

INDEPENDENCE

8%

92%

GENDER DIVERSITY

Independent

Non-Independent

SKILLS AND EXPERIENCE1

Banking sector and risk management techniques 11

Strategic planning 11

Business management and organisation 12

Interpretation of accounting and financial data 10

Governance 10

Regulation of the banking and financial sector 10

Global dynamics of the economic and financial system 8

46%

Male

Female

54%

CANDIDATES: INCUMBENT / NEW

Reference banking and financial markets 10

Compliance and AML 8

European foreign markets 8

Information Technology & Cybersecurity 7

Sustainability 8

Management role 9

70%

30%

Incumbent

New

0 13

1 Based on what each candidate indicated as "Very High/High" in the statement provided for the purposes of the candidacy.

9

List submitted by the Board of Directors: Snapshot (2/2)

The data shown in this slide refer to the list submitted by the Board of Directors including the one-third increase in the number of candidates provided for by Article 147-ter.1

of the TUF.

INDEPENDENCE

6%

94%

GENDER DIVERSITY

Independent

Non-independent

SKILLS AND EXPERIENCE1

Banking sector and risk management techniques 13

Strategic planning 14

Business management and organisation 15

Interpretation of accounting and financial data 13

Governance 13

Regulation of the banking and financial sector 10

Global dynamics of the economic and financial system 10

Male

47%

Female

53%

CANDIDATES: INCUMBENT / NEW

Reference banking and financial markets 13

Compliance and AML 10

European foreign markets 11

Information Technology & Cybersecurity 9

Sustainability 11

Management role 12

76%

24%

Incumbent

New

0 17

1 Based on what each candidate indicated as "Very High/High" in the statement provided for the purposes of the candidacy.

10

List submitted by the Board of Directors: Skills matrix1

The data shown in this slide refer to the list submitted by the Board of Directors consisting of the first 13 candidates who, in the view of the Board itself and the Appointments Committee, best meet the recommendations set out in the Qualitative and Quantitative Profile of the Board of Directors

1 Based on what each candidate indicated as "Very High/High" in the statement provided for the purposes of the candidacy.

11

List submitted by the Board of Directors: Skills matrix1

The data shown in this slide refer to the list submitted by the Board of Directors including the one-third increase in the number of candidates provided for by Article 147-ter.1 of the TUF.

1 Based on what each candidate indicated as "Very High/High" in the statement provided for the purposes of the candidacy.

12

Presentation of the candidates

13

List submitted by the Board of Directors: Chairman and CEO

Francesco Saita

Chairman of the Board of Directors

Francesco Saita graduated in Business Administration from Bocconi University in Milan in 1991.

Since 2005 he has been Full Professor in the Department of Finance at Bocconi University in Milan, where he previously served as Research Fellow and then Associate Professor. At Bocconi University he has also held a number of other positions related both to research activities and to management, including (at different times) Dean for International Affairs, Dean of the Graduate School, Director of the Department of Finance and Director of the Baffi Carefin research centre.

He is the author of numerous publications on risk management in banks, asset management companies and life insurance companies, and on derivative instruments, as well as on financial education. He is an Honorary Member of AIFIRM (Italian Association of Financial Risk Managers), a member (since its establishment) of the international G53 Financial Literacy and Personal Finance Research Network, of the Scientific Committee of the Foundation for Financial Education and Savings (FEDUF) established by ABI, and of the Editorial Committee of CONSOB's Research Division.

He served as an independent director at Fondi Alleanza SGR (2003-2006) and at Banca Aletti (2012-2014). From 2014 to 2023 he was Deputy Chairman of FinecoBank's Board of Directors and Chairman of the Risk and Related Parties Committee (formerly the Audit and Related Parties Committee) of FinecoBank.

In the years prior to taking on independent director roles, he also carried out advisory activities on risk management and derivative instruments for banks, insurance companies and asset management companies.

Since 2023 he has been a member of the Consultative Working Group of ESMA's Risk Standing Committee.

Alessandro Foti

CEO and General Manager

Alessandro Foti graduated with honours in Economics and Business from Bocconi University in Milan in 1984.

He began his professional career in IBM's Finance Department in 1985. After three years of experience at Montedison S.p.A., where he became Head of financial coordination of the group's subsidiaries, in 1989 he joined Fin-Eco Holding SpA with responsibility for the capital markets. In 1993 he became Head of the operating unit for administration, asset management and trading of Fin-Eco Sim SpA. After being appointed member of the Board of Directors, General Manager and Chief Executive Officer, in 2002 he became Chairman of Fin-Eco Sim SpA. In October 1999 he was appointed member of FinecoBank's Board of Directors, having already been a member of Assosim's Management Committee for three years.

In 2001 he became a member of the Supervisory Board of Entrium Direct Bankers AG. From 2003 to 2005 he was a member of the Board of Directors of Ducati Motors Holding S.p.A. and General Manager of FinecoGroup S.p.A. (a company listed on the Midex segment of the Milan Stock Exchange).

From October 1999 to December 2000 he was a member of FinecoBank's Board of Directors. From December 2000 to date he has served as Chief Executive Officer of FinecoBank; since July 2014 he has also held the role of General Manager.

From May 2010 to January 2015 he served as Vice Chairman of the Supervisory Board of DAB Bank AG. From April 2012 to April 2014 he was a member of Assoreti's Steering Committee. From 2013 to 2019, he was a member of the Executive Management Committee of UniCredit Group. Since April 2014, he has served as Director and Vice Chairman of Assoreti. From July 2014 to October 2020 he was a member of the Board of Directors of Borsa Italiana S.p.A.

Between 2017 and 2023 he was named five times by Institutional Investor as the best CEO in Europe in the banking sector, Small & Mid Cap category.

Since 9 November 2018 he has been a member of the Board of Directors of Bocconi University in Milan. In 2023 he was awarded an honorary degree in Management Engineering by the University of Salento.

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List submitted by the Board of Directors

Maria Alessandra Zunino de Pignier

Non-executive Director

Maria Alessandra Zunino de Pignier graduated in Economics from the Catholic University of the Sacred Heart in Milan; she is enrolled with the Register of Chartered Accountants and with the Register of Statutory Auditors.

Since 1995 she has been providing consulting services to banks and financial intermediaries, with particular focus on governance, anti-money laundering, compliance, internal audit, risk and staff training, after gaining extensive professional experience in asset management and financial intermediation. She is co-founder of Alezio.net Consulting S.r.l.

She has served as a member of the board of directors of banks and banking holding companies (Mediolanum S.p.A., Veneto Banca and Banca Intermobiliare di Investimenti e Gestione, Deutsche Bank Mutui S.p.A.) and as a member of various board committees. She has held positions as statutory auditor of listed companies and asset management companies (Gefran S.p.A., Terna S.p.A., CDP Real Asset SGR).

Currently, in addition to serving as a member of FinecoBank's Board of Directors, Chair of the Risk and Related Parties Committee and member of the Corporate Governance and Environmental and Social Sustainability Committee of FinecoBank, she is a statutory auditor of SABAF S.p.A.

She lectures on specialised topics for Il Sole 24 Ore and for supervised entities.

She is a member of AIAF (Italian Association for Financial Analysis) and Assiom Forex.

Giancarla Branda

Non-executive Director

Giancarla Branda graduated in Law and in Economics from La Sapienza University of Rome, where she also obtained a postgraduate diploma in banking studies. She practices as a tax lawyer and is an expert in corporate income taxation and indirect taxation in the industrial and financial sectors. She has carried out numerous due diligence assignments connected with acquisition and privatisation transactions involving banking and financial companies. She provides technical assistance in tax litigation proceedings at both the merits and legitimacy levels.

She is currently a non-equity partner of Salvini e Soci - Studio Legale e Tributario founded by F. Gallo. During her professional career she gained the following experience:

1994-2000: Associate lawyer, Ernst & Young International - Legal and Tax Firm 1988-1994: Associate lawyer, KPMG International - Legal and Tax Firm

During the XII Legislature, she collaborated as an independent technical consultant with the Chair of the Finance Committee of

the Chamber of Deputies on the drafting of legislative texts in tax matters.

She has taught at the Higher School of Economics and Finance as well as in postgraduate master's programmes.

To date, in addition to serving as a member of FinecoBank's Board of Directors and of the Remuneration Committee, she holds positions in the management and control bodies of major Italian companies, listed and unlisted. She is also a member of the Supervisory Committee of Banca Network Investimenti in compulsory administrative liquidation, appointed by the Minister of Economy and Finance upon proposal of the Bank of Italy.

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List submitted by the Board of Directors

Maria Lucia Candida

Non-executive Director

Maria Lucia Candida graduated in Economics and Business from LUISS University in Rome in 1982. She subsequently obtained a Master's degree in Corporate Crisis Law from La Sapienza University of Rome in 2016.

She began her career in 1983 at Istituto Mobiliare Italiano - IMI -, first in the Research Department and then within the Finance and Equity Investments Department. In 1997 she became Head of the Rome Regional Office.

Following the merger between IMI and Istituto San Paolo, she assumed responsibility for the Tosco-Emilian Area of San Paolo IMI and, in 2006, became General Manager of CARISBO. She served as General Manager of Neos Banca and General Manager of Istituto per il Credito Sportivo.

In 2016-2017 she served as Independent Director and member of the Internal Controls and Risks Committee and the Remuneration Committee of Veneto Banca.

From 2016 to 2019 she was Deputy Chair of Bancapulia.

In the period 2019-2022 she was Independent Director, member of the Risk Committee and Chair of the Appointments Committee of Banca Intermobiliare (now Banca Investis).

She is enrolled with the Register of Statutory Auditors.

Fabio De Ferrari

Non-executive Director

Fabio De Ferrari graduated with honours in Electronic Engineering from the University of Padua in 1990.

He has over thirty years of experience in the financial services sector (insurance and banking) with general management

experience in technology outsourcing. He has held top executive positions within major international groups.

Since November 2025 he has been a member of the Supervisory Board of Keylane, a Dutch company operating in Europe and a leader in the SaaS platforms market for Non-Life, Life and Pensions insurance.

Among the most relevant positions held:

• 2021 - 2025: REVO Insurance: Founder and Chief Operating Officer

• 2018 - 2021: Allianz Deutschland: Chief Operating Officer

• 2012 - 2018: Allianz Partners Global: Chief Operating Officer and member of the Board of Directors

• 2008 - 2012: Cedacri: Chief Executive Officer and member of the boards of directors of group companies

• 2005 - 2008: Allianz Italia: Chief Information Officer

• 2001 - 2005: McKinsey & Company: Engagement Manager and Associate Principal

• 1999 - 2000: Gartner Group: Head of the programme for IT Executives in Italy

• 1991 - 1999: Hewlett Packard (Italy / UK): EMEA Program Manager & Principal Consultant

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List submitted by the Board of Directors

Silvia Merlo

Non-executive Director

Alessandra Antonelli

Non-executive Director

Silvia Merlo graduated in Business Administration.

She is Chief Executive Officer of Merlo S.p.A. Industria Metalmeccanica and holds offices on the boards of directors of other companies belonging to the Merlo Group.

She is a member of the Board of Directors, the Control, Risk and Sustainability Committee and the Remuneration Committee of Sanlorenzo S.p.A.

She served as Chair of the Board of Directors and Chair of the Sustainability, Scenarios and Governance Committee of Saipem S.p.A.

She has also served as director and committee member in several other companies, including Leonardo S.p.A., BNL Banca Nazionale del Lavoro S.p.A., GEDI Gruppo Editoriale S.p.A., ERG S.p.A. and Banca CRS Cassa di Risparmio di Savigliano S.p.A.

In 2014 she received the "Golden Apple" award as part of the "Donne ad Alta Quota" prize of the "Marisa Bellisario" Foundation for the entrepreneurship section, and in 2017 she received the "Amelia Earhart" award on the initiative of the Zonta Club.

In 2024 she was awarded the honour of "Officer of the Order of Merit of the Italian Republic".

Alessandra Antonelli graduated in Management and Production Engineering from the Polytechnic University of Milan.

She has over 25 years of international experience in defining and leading business strategies, large-scale transformations and operating management with P&L responsibility in leading multinationals in the Consulting, Telecommunications and Technology sectors.

Thanks to an engineering background and a continuous learning mindset, she has developed a professional path at the intersection of technology, strategy and execution, contributing to the creation of sustainable value in highly competitive and regulated environments.

She is currently Senior Director, Global Strategy & Solutions at Microsoft, where she leads global industry strategy, with the aim of translating Artificial Intelligence innovation into tangible impact and sustainable value for clients and partner ecosystems.

Previously, she served as Country Leader of Amazon Web Services (AWS) Italy, leading business growth, strategic investments, institutional relationships and the development of the partner ecosystem supporting the country's digitalisation. She also held senior leadership roles at Vodafone Group, contributing to digital transformation programmes in consumer and enterprise markets, and at Capgemini, where she took on increasing responsibilities up to Vice President of the Telco & Media Business Unit.

She has held and holds positions on boards of directors and advisory boards of non-profit organisations and industry associations, focusing on initiatives with social impact centred on inclusion, employability and skills development, with particular attention to the implications of Artificial Intelligence on economic and social models.

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List submitted by the Board of Directors

Mauro Baragiola

Non-executive Director

Matteo Bruno Renzulli

Non-executive Director

Mauro Baragiola graduated in Economics and Business from the Catholic University of the Sacred Heart in Milan in 1990 and obtained an MBA from SDA Bocconi, including a semester at the Wharton School (University of Pennsylvania).

Since 2023 he has been responsible for the Fondo Nazionale Strategico managed by CDP. Within the CDP Group, from 2020 to 2023 he served as Head of Public Equities & Investment Partners at CDP Equity, handling cross-cutting activities relating to listed investee companies of the Group, including M&A transactions, capital markets activities and investor relations.

From 2005 to 2020, he was responsible at Citigroup for equity research on the Italian market.

Previously, he worked at Julius Baer as a senior equity analyst responsible for the Italian and European media sector, and at PwC Corporate Finance in London and Milan as manager and senior manager, focusing on extraordinary finance transactions for Italian and European companies.

Matteo Bruno Renzulli graduated in Management Engineering from the Polytechnic University of Milan in 1998.

A manager and investor with over 25 years of experience in global financial markets, venture capital and the digital services

industry. He is currently Chief Executive Officer and Chief Investment Officer of Micheli Associati.

He has deep knowledge of asset allocation dynamics, consolidated governance experience in supervised entities and, throughout his career, has developed a cross-cutting view of risks and corporate strategies, holding senior roles in complex organisations. His areas of expertise include strategic management and investments; the ability to define and implement industrial plans and capital allocation strategies, gained both as an investor and as strategy director in large telecommunications groups, where he led strategic planning and extraordinary finance processes (Fastweb S.p.A.); digital and technology innovation, also thanks to numerous appointments on the boards of technology companies and continuous updating on frontier topics such as cybersecurity and the application of artificial intelligence in financial processes; risk management and regulation, developed through participation in management bodies and control committees of financial institutions, insurance companies and asset management companies (including: COIMA SGR, Banca Aidexa, VC Partners SGR).

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List submitted by the Board of Directors

Stefano Blotto

Non-executive Director

Giuseppe Pisani

Non-executive Director

Stefano Blotto graduated with honours in Political Economy, specialising in Monetary and Financial Economics, from Bocconi University.

He has over 35 years of experience in financial markets gained in global banking and fintech advisory. He has solid leadership experience in strategic business development, risk control and managing adaptation processes to new regulatory environments. He also has a proven track record in providing strategic support to top management, leading global organisations and launching new businesses in innovative contexts.

From 2009 to 2025 he held roles of high responsibility at BNP Paribas CIB in London, ultimately serving as Managing Director, Global Head of Investors within the Financial Institutions Coverage division. In this role, he was responsible for senior relationships with institutional clients both in EMEA and globally, for defining the group-wide commercial strategy and for the governance of key control processes, including risk oversight and KYC/AML. He was a member of the EXCO of the Financial Institutions Coverage division and of the Client EXCO of the Global Markets division and contributed to the integration of the sustainability framework. Previously, from 1997 to 2009 he was Managing Director at Merrill Lynch International in London with senior roles including Co-Head of Fixed Income Sales for Europe, Head of Fixed Income e-Commerce and Co-Head of the Investor Client Coverage Group for Europe.

Earlier professional experience includes leading international banking and financial institutions such as Credit Suisse (Milan), Goldman Sachs (London) and Assicurazioni Generali (London).

With a strong interest in sustainability, in 2019 he attended the BNP Paribas "Positive Impact Business" programme at Cambridge University and in 2023 the Executive Programme in Sustainable Finance at Cambridge Judge Business School.

Giuseppe Pisani graduated in Electronic Engineering, specialising in IT, from the Polytechnic University of Milan in 1988. Since that year he has been enrolled with the Register of Engineers of the Province of Milan.

He began his career in 1988 at IBM, focusing on technology topics in the Public and Energy sectors; in particular, he contributed to the development of some of the first virtual reality application prototypes.

In 1994 he moved to Banca Akros, where he reached the position of Head of Organisation and Information Systems; reporting directly to the Chief Executive Officer, he coordinated application developments in the Planning & Control and Front Office areas.

From 1999 he worked in organisational and management consulting (then Arthur Andersen MBA), leading complex projects for medium/large financial institutions with organisational and technological impacts.

From 2001 to 2024 he worked at PwC: appointed Partner in 2005, he served as Technology Leader for the Financial Services market in Italy until 2016. In addition, from 2013 to 2016 he was a member of the PwC Central Cluster (EMEA) FS Technology Committee and, from 2017 to 2023, he served as COO (Chief Operating Officer) for the Consulting division. Finally, from 2018 until June 2024 he served as Head of Reporting & Management Control for PwC Italy.

Since April 2024 he has been an independent member of the Board of Directors of doValue and a member of its Risk Committee.

Since July 2024 he has been an independent consultant on IT Strategy and Management Reporting for the Gruppo San Donato.

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List submitted by the Board of Directors

Gabriella Scapicchio

Non-executive Director

Francesco Signoretti

Non-executive Director

Gabriella Scapicchio graduated in Economics and Business from the University of Naples Federico II in 1995 and obtained a

master's degree in Marketing and Communication from LUISS Business School in Rome.

She is General Manager of the NEST Foundation, where she leads the largest national extended partnership in the energy transition sector. Previously, she successfully led Le Village by Crédit Agricole Milano as CEO and member of the Board of Directors for 6 years.

With over 20 years of experience across different sectors, she has developed deep expertise in corporate governance and in managing global-scale strategic innovation programmes. She has proven leadership in managing complex P&Ls and digital transformation, with a solid track record in implementing change management processes. She has also gained significant experience in overseeing ESG strategies, creating strategic partnerships and developing innovative ecosystems, with a particular focus on open innovation and emerging technologies, topics at the core of her book "10 strategies for innovation", published by Hoepli.

Among her previous professional experiences, her roles of increasing responsibility at Agos S.p.A. are noteworthy, where she held, inter alia, the position of Marketing Director (from 2008 to 2016) and Head of Innovation (from 2016 to 2018).

Francesco Signoretti graduated with honours in Mechanical Engineering from La Sapienza University of Rome in 1991. At the same university he served as a Research Fellow in Operations Research. In 1993 he obtained an MBA (with honours) from MIP - Polytechnic University of Milan.

From 2010 to 2016 he served as Chief Executive Officer of Lastminute Group, one of Europe's leading online tourism operators, handling, among other things, its transformation from an Italian start-up into an international group through significant organic growth and strategic acquisitions, leading to its stock market listing in 2014.

He previously gained significant experience in the banking and financial sector, holding roles of increasing responsibility within the UniCredit Group, where he was ultimately appointed Deputy Head Retail Global Marketing.

From 1993 to 1999 he served as Senior Engagement Manager at McKinsey & Company, providing consulting services in the European telecommunications and e-commerce practice for clients such as Infostrada and Vodafone, as well as for financial institutions such as RAS Assicurazioni and Cartasì/ABI.

He currently provides consulting services on digital transformation and innovation, including for companies in the banking and financial sector.

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List submitted by the Board of Directors

Maria Giovanna Calloni

Non-executive Director

Alberto Marone

Non-executive Director

Maria Giovanna Calloni graduated summa cum laude in Business Administration, specialising in Finance, from Bocconi University in 1987. She subsequently obtained, with honours, a Master in Business Administration, with a Major in Finance and International Business, from New York University, Leonard N. Stern School of Business (1992).

From 1987 to 1990 she worked as an analyst at Memorex Telex, holding assignments between Milan, London and New York. In 1992 she joined the investment bank Merrill Lynch in New York as an Associate, taking on roles of increasing responsibility within the Investment Banking team (1992-1995) and subsequently as Vice President and Director in the Equity Capital Markets area (1995-2002).

She currently carries out investment activities with stakes in unlisted companies, with a strategic focus on renewable energy, fintech and technology. She also provides qualified corporate advisory services in capital markets and M&A processes for portfolio companies.

She is currently a member of the boards of directors of Industrie De Nora, Euro Group Laminations, CY4Gate and Tec Cyber. In the past she served as Independent Director at CREVAL (2019-2021), Philogen (2022-2025), Pininfarina (2022-2023), CAD IT (2019-2021) and as Executive Director at Deus Technology (2018-2019).

Alberto Marone graduated in Financial Markets Economics from Bocconi University in 2006 and subsequently obtained a Master in Banking and International Finance from Cass Business School in London, now known as Bayes Business School. He also attended a Harvard Business School programme on Disruptive Innovation, focused on disruptive innovation strategies and change management in complex contexts.

An Italian manager with international experience in the services sector, he has significant expertise in transformation, integration and cost optimisation programmes, as well as more than ten years of experience in investment banking and investments, with in-depth knowledge of capital markets and corporate finance.

He began his career as a financial analyst in London at Globefin European Advisors, then moved to Cardano UK and subsequently to UBS Investment Bank, where he worked from 2009 to 2017, serving as Director EMEA Investment Banking.

Since 2017 he has been working at Intrum S.p.A. (Italy), initially as Group Investment Director and, since 2021, as Chief Executive Officer. Since 2023 he has also held the role of Managing Director Middle Europe at Intrum and is a member of the Global Management Team of Intrum AB, listed on the Nasdaq Stockholm.

21

List submitted by the Board of Directors

Micaela Cristina Capelli

Non-executive Director

Micaela Cristina Capelli graduated with honours in Business Economics and Legislation from Bocconi University in Milan in 2000 and obtained a master's degree in Professional Coaching in 2012.

She began her career at Borsa Italiana S.p.A., in Equity market listing, carrying out various activities for companies seeking listing, such as due diligence, from 2000 to 2002. From 2003 to 2013 she worked at Centrobanca S.p.A. in Milan, first as an associate, providing advisory services for equity transactions, and then as a manager, dealing with transactions on EGM on both the equity and debt side, as well as advisory services on M&A, investor scouting, bond placements and securitisations. Until 2016 she held the position of manager in the "capital markets" area of the "private and corporate banking unit" at UBI Banca S.C.p.A. in Milan. From 2016 to 2017 she was director of the "capital markets" area of the "corporate & real estate advisory" division at Banca Esperia S.p.A. in Milan. Until 2020 she was an equity partner of iStarter S.p.A.

She has also served as director and independent director in various companies.

She is currently an executive director and investor relations officer of Growens S.p.A., as well as a non-executive member of the board of directors of Distribuzione Elettrica Adriatica S.p.A. She is also a member and secretary of the Investment Committee of the Italian Episcopal Conference and carries out coaching and training activities with Euronext Academy.

22

23

Dichiarazione di candidatura, accettazione carica e attestazione dell'inesistenza di cause di ineleggibilità, decadenza e incompatibilità, nonché di possesso dei requisiti prescritti dalle disposizioni vigenti, anche regolamentari

Il sottoscritto Francesco Saita, nato a Milano (MI), il 15/10/1967, residente in Abbiategrasso, cittadinanza italiana, codice fiscale STAFNC67R15F205W, in relazione alla candidatura ad Amministratore di FinecoBank, sotto la propria responsabilità:

DICHIARA

• di accettare irrevocabilmente l'eventuale nomina quale membro del Consiglio di Amministrazione di FinecoBank S.p.A..

• di non essere candidato in nessuna altra lista.

VISTE

tra l'altro, le disposizioni di cui agli artt. 2382 e 2387 Cod. civ., all'art. 26 del D.lgs. 1° settembre 1993, n. 385, all'art. 148, comma 3, del D.Lgs. 24 febbraio 1998, n. 58 (il "TUF") come richiamato dall'art. 147-ter, comma 4, del TUF, all'art. 2, Raccomandazione 7, del Codice di Corporate Governance adottato dal Comitato per la Corporate Governance, all'art. 147-quinquies del TUF, al Decreto del Ministero dell'Economia e delle Finanze del 23 novembre 2020, n. 169 (il "DM 169/2020"), al Decreto del Ministero della Giustizia del 30 marzo 2000 n. 162 (il "DM 162/2000"), nonché gli Orientamenti Congiunti dell'EBA e dell'ESMA sulla valutazione dell'idoneità dei membri degli organi sociali e del personale che riveste ruoli chiave, aggiornati in data 2 luglio 2021 (le "Linee Guida EBA/ESMA"), la Guida per la verifica dei requisiti di idoneità alla carica, aggiornata dalla BCE in data 8 dicembre 2021 (la "Guida BCE"), infine, in generale, le disposizioni previste dalla legge, dai regolamenti e/o dallo Statuto vigenti;

DICHIARA E ATTESTA

ex art. 46 e 47 del D.P.R. 28 dicembre 2000, n. 445, sotto la propria responsabilità e consapevole che, ai sensi dell'articolo 76 del citato D.P.R. 28 dicembre 2000, n. 445, le dichiarazioni mendaci, la falsità negli atti e l'uso di atti falsi o contenenti dati non più rispondenti a verità sono puniti ai sensi del codice penale e delle leggi speciali in materia, alla data di sottoscrizione della presente, di essere in possesso dei requisiti prescritti dalla normativa vigente e dallo Statuto sociale di FinecoBank per ricoprire la carica di Consigliere della Società, come di seguito precisato:

(A) PROFESSIONALITÀ E COMPETENZA

• di essere in possesso dei requisiti di professionalità e di soddisfare i criteri di competenza previsti dalla disciplina normativa e regolamentare vigente e, in particolare, dagli artt. 7 e 10 del DM 169/2020. Con

  FinecoBank S.p.A. - Internal Use Only

  specifico riferimento ai requisiti di professionalità, di aver esercitato per almeno un triennio/quinquennio (anche alternativamente)1:

  ⊠ attività di amministrazione o di controllo ovvero compiti direttivi nel settore creditizio, finanziario, mobiliare o assicurativo;

  ⊠attività di amministrazione o di controllo o compiti direttivi presso società quotate o aventi una dimensione e complessità maggiore o assimilabile (in termini di fatturato, natura e complessità dell'organizzazione o dell'attività svolta) a quella della banca presso la quale l'incarico deve essere ricoperto;

  □ attività professionali in materia attinente al settore creditizio, finanziario, mobiliare, assicurativo o comunque funzionali all'attività della banca; l'attività professionale deve connotarsi per adeguati livelli di complessità anche con riferimento ai destinatari dei servizi prestati e deve essere svolta in via continuativa e rilevante nei settori sopra richiamati;

  ⊠ attività d'insegnamento universitario, quali docente di prima o seconda fascia, in materie giuridiche o economiche o in altre materie comunque funzionali all'attività del settore creditizio, finanziario, mobiliare o assicurativo;

  □ funzioni direttive, dirigenziali o di vertice, comunque denominate, presso enti pubblici o pubbliche amministrazioni aventi attinenza con il settore creditizio, finanziario, mobiliare o assicurativo e a condizione che l'ente presso cui l'esponente svolgeva tali funzioni abbia una dimensione e complessità comparabile con quella della banca presso la quale l'incarico deve essere ricoperto.

• di essere in possesso di un livello base di conoscenze tecniche negli ambiti individuati nella Guida BCE e integrati con i settori di cui alle Linee Guida EBA/ESMA2;

• ai sensi del documento denominato "Composizione qualitativa e quantitativa del Consiglio di Amministrazione di FinecoBank S.p.A." (la "Composizione Quali-quantitativa"), approvato dal Consiglio di Amministrazione in data 16 dicembre 2025, le conoscenze teoriche e l'esperienza pratica, specificamente maturate ed apportate alla composizione complessiva del Consiglio da ciascun candidato Consigliere debbono essere conseguite in più di uno degli ambiti indicati dalla normativa di riferimento e/o delle aree ulteriori di professionalità indicate dal Consiglio, ad un livello "molto alto"/"alto"3, in aggiunta al livello "medio"/"di base" delle altre conoscenze. Con specifico riferimento

1 Ai fini della sussistenza del requisito di professionalità, si tiene conto dell'esperienza maturata nel corso dei venti anni precedenti all'assunzione dell'incarico; esperienze maturate contestualmente in più funzioni si conteggiano per il solo periodo di tempo in cui sono state svolte, senza cumularle.

2Gli ambiti individuati dalla Guida BCE (come integrati con quelli prescritti dalle Linee Guida EBA/ESMA) sono i seguenti: (i) mercati bancari e finanziari; (ii) requisiti giuridici e quadro regolamentare; (iii) prevenzione del riciclaggio di denaro e del finanziamento del terrorismo; (iv) programmazione strategica, consapevolezza degli indirizzi strategici aziendali o del piano industriale di un ente creditizio e relativa attuazione; (v) gestione dei rischi (individuazione, valutazione, monitoraggio, controllo e metodi di attenuazione delle principali tipologie di rischio di un ente creditizio); (vi) conoscenze ed esperienza in materia di rischi climatici e ambientali; (vii) contabilità e revisione; (viii) valutazione dell'efficacia dei meccanismi di governance dell'ente creditizio, finalizzati ad assicurare un efficace sistema di supervisione, direzione e controllo; (ix) interpretazione dei dati finanziari di un ente creditizio, individuazione delle principali problematiche sulla base di tali informazioni nonché di adeguati presidi e misure.

Si precisa che eventuali carenze possono essere mitigate prevedendo un'adeguata formazione (cfr. Composizione Quali-quantitativa). 3Si precisa che per livello "Molto alto"/ "alto" si intende il livello maturato tramite (i) esperienze ad un livello esecutivo di un incarico e per un arco di tempo significativo; ovvero (ii) conoscenze e competenze conseguite attraverso iter formativi specifici e approfonditi e rappresentate da background culturale riconosciuto e/o conseguite attraverso esperienze (naturalmente anche in Consigli e Comitati, se per più di un mandato) del proprio curriculum professionale, che ne abbiano determinato e ne spieghino il possesso, rendendolo dimostrabile. In generale, conoscenze e competenze, molto buone e distintive sono conoscenze e competenze delle quali si è esperti, che risultano adeguate in relazione all'incarico assunto e/o delle quali si sia in grado di spiegarne/insegnarne i contenuti.

FinecoBank S.p.A. - Internal Use Only

alle aree di competenza individuate dal Consiglio di Amministrazione, di essere in possesso di conoscenze teoriche ed esperienza pratica nei seguenti settori, avendo nelle stesse conseguito un livello "molto alto/alto" ovvero "medio/di base"::

FinecoBank S.p.A. - Internal Use Only