Finecobank Spa MIL:FBK

FinecoBank S p A : PR - Resolution Board of Directors

Published

Source: MarketScreener

PRESS RELEASE FinecoBank: RESOLUTIONS OF THE BOARD OF DIRECTORS

Milan, March 11th2026

  • call of the ordinary and extraordinary shareholders' meeting
  • approval of the Board's slate
  • publication of the documents regarding the qualitative and quantitative composition of the Board of Directors and the Board of Statutory Auditors of FinecoBank
  • approval of the 2025 annual Report on Corporate Governance and Ownership Structure of FinecoBank
  • approval of the 2026 remuneration policy & 2025 remuneration report
  • 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 29, 2026 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 of FinecoBank S.p.A. for the 2025 financial year and presentation of the consolidated financial statements.

    2. Allocation of the net profit of FinecoBank S.p.A. for the 2025 financial year.

    3. Elimination of a negative reserve not subject to change by means of its definitive coverage.

    4. Determination of the number of Directors.

    5. Determination of the Term of Office of the Directors.

    6. Appointment of the Board of Directors.

    7. Determination, pursuant to Article 20 of the Articles of Association, of the remuneration due to the Directors for their activities carried out within the Board of Directors and Board Committees.

    8. Appointment of the Board of Statutory Auditors.

    9. Determination, pursuant to Article 23, paragraph 17, of the Articles of Association, of the remuneration due to the members of the Board of Statutory Auditors.

    10. 2026 Remuneration Policy.

    11. 2025 Remuneration Report.

    12. 2026 Incentive System for "Identified Staff".

    13. 2026 Incentive System for Personal Financial Advisors "Identified Staff".

    14. Authorization to purchase and dispose of treasury shares for the purpose of the 2026 incentive systems for "Identified Staff". Related and consequential resolutions.

    Extraordinary Session

    1. Amendments to Articles 15 and 17 of the Articles of Association, aimed at allowing the separation of the offices of Managing Director and General Manager. Related and consequent resolutions.

    2. Delegation to the Board of Directors, under the provisions of Article 2443 of the Italian Civil Code, of the authority to resolve, on one or more occasions, in the period 2027-2029, a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 99,021.12 corresponding to up to 300,064 FinecoBank new ordinary shares with a nominal value of Euro 0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the beneficiaries of the 2021-2023 Long Term Incentive Plan for the purpose of completing its execution; consequent amendments to the Articles of Association.

    3. Delegation to the Board of Directors, under the provisions of Article 2443 of the Italian Civil Code, of the authority to resolve in 2031, within the limits of law, a free share capital increase, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 32,552.85 corresponding to up to 98,645 FinecoBank new ordinary shares with a nominal value of Euro

    0.33 each, with the same characteristics as those in circulation and with regular dividend entitlement, to be granted to the 2025 Identified Staff employees of FinecoBank for the purpose of completing the execution of the 2025 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 https://www.finecobank.com ("Governance/Shareholders' meeting" Section).

  • APPROVAL OF THE BOARD'S SLATE

    The Board of Directors, taking into account the preparatory and advisory work carried out by the Nomination Committee, has unanimously approved, pursuant to Article 147-ter.1 of Legislative Decree No. 58/1998, the following list of 17 candidates for the position of directors for the 2026-2028 three-year term. This list will be submitted to the Shareholders' Meeting scheduled for 29 April, which is called to resolve upon the renewal of the members of the corporate bodies whose term of office is expiring:

    1. Francesco Saita (Chair)

    2. Alessandro Foti (Managing Director)

    3. Maria Alessandra Zunino de Pignier

    4. Giancarla Branda

    5. Maria Lucia Candida

    6. Fabio De Ferrari

    7. Silvia Merlo

    8. Alessandra Antonelli

    9. Mauro Baragiola

    10. Matteo Bruno Renzulli

    11. Stefano Blotto

    12. Giuseppe Pisani

    13. Gabriella Scapicchio

    14. Francesco Signoretti

    15. Maria Giovanna Calloni

    16. Alberto Marone

    17. Micaela Cristina Capelli

      The Board's List, together with the other documentation required under applicable regulations, will be made available to the public in accordance with the procedures and within the time limits set by law. It is also noted that, by the deadline for the publication of the notice of call, additional information concerning the submission of lists for the appointment of the corporate bodies - relating to the renewal of the members of the Board of Directors and the Board of Statutory Auditors to be elected by the upcoming Shareholders' Meeting - will be made available to the public on the Bank's website https://www.finecobank.com (section "Governance/Shareholders' Meeting").

  • PUBLICATION OF THE DOCUMENTS REGARDING THE QUALITATIVE AND QUANTITATIVE COMPOSITION OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS OF FINECOBANK

    As of today, the documents regarding the qualitative and quantitative composition of the Board of Directors and the Board of Statutory Auditors of FinecoBank have been made available to the public at the Company's registered office, on the Company's website at https://www.finecobank.com (section "Governance/Shareholders' Meeting"), as well as on the website of the authorized storage mechanism 'eMarket STORAGE' managed by Teleborsa (https://www.emarketstorage.com).

  • APPROVAL OF THE 2025 ANNUAL REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

    The Board of Directors has approved the 2025 "FinecoBank Report on Corporate Governance and Ownership Structure" 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 29th, 2026.

  • APPROVAL OF THE 2026 REMUNERATION POLICY & 2025 REMUNERATION REPORT

The Board of Directors has also approved, amongst others, the 2026 Remuneration Policy and 2025 Remuneration Report drafted pursuant to the applicable law in force. The Policy and the 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 29th, 2026.

Contacts:

Fineco - Media Relations Fineco - Investor Relations

Tel.: +39 02 2887 2256 Tel. +39 02 2887 2358

[email protected] [email protected]

Barabino & Partners

Tel. +39 02 72023535

Emma Ascani [email protected]

+39 335 390 334