GOVERNANCE

Supervisory Body

In a resolution of 15 December 2005, the Board of Directors entrusted the supervision of the activities subject to protection in accordance with Leg. Dec. No. 231/01 to a specific body known as the ”Supervisory Committee under the terms of Art. 6 of Leg. Dec. No. 231/2001”, defining its composition and the relevant identification of the activities within its competence.

The Supervisory Committee is made up of:

• Antonio Rossetti, President
• Mara Chilosi
• Patrizia Verdesca, Head of Internal Audit

The term of office of the Committee members coincides with that of the Board of Directors, which appointed them, and its members may be re-elected. The Secretary of the Committee is the Compliance Officer.

In accordance with the provisions of Art. 6 of Leg. Dec. No. 231/2001, the Supervisory Committee is granted the powers necessary for the precise and efficient supervision of the operation of and compliance with the Organisation and Management Model.

An integral part of the Model is the Code of Ethics under the terms of Leg. Dec. No. 231/2001 , a document that contains the provisions aimed at ensuring that the actions of the recipients are motivated by criteria of correctness, cooperation, loyalty, transparency and mutual respect, as well as preventing the introduction of conduct that may constitute the offences or unlawful administrative acts included in the list of Leg. Dec. No. 231/01.

In the performance of the tasks provided for by Leg. Dec. No. 231/2001, the Supervisory Committee may participate directly in discussions with the Administrative Bodies of FinecoBank S.p.A., the Board of Auditors as well as all the organisational units of the company in order to obtain information or data deemed necessary for the performance of its activities.

To report any behaviour contrary to the principles referred to in Leg. Dec. No. 231/2001 to the Supervisory Committee of FinecoBank S.p.A., the email address is organismodivigilanza231@finecobank.com. It is pointed out that the aforesaid address is dedicate solely to reports for which it has competence and that the Supervisory Committee shall not consider claims from customers, for which reference is made to the appropriate section of the site for methods of transmission to the Bank.

The message must contain the person’s full ID information with the first and last names and address in order to enable the Committee to effect any communications/responses to the reporting party.

Committees

Risk and Related Parties Committee

Remuneration Committee

Appointments Committee

Corporate Governance Committee

Environmental and Social Committee

External Auditors

External auditors of listed companies are required to be entered to a special Register kept by Consob. During the financial year they are required to verify that:

• the company's accounting records are properly maintained and that operations are correctly reflected in the accounting records; and
• the company's annual accounts and consolidated accounts are free from material misstatements which would alter the true and fair view of the financial position and results of operations of the Company and of the Group and are compliant with applicable accounting standards.
• the company's Sustainability Report is compliant with the reporting principles adopted by the European Commission.

Additionally, based on Consob's recommendation, the external auditors shall also carry out a review of the consolidated first-half report.

An auditing firm was appointed to perform the above tasks by FinecoBank's Shareholders' Meeting on 28 April 2021 according to the Board of Statutory Auditors' proposal, for the financial statements 2022-2030 as for Legislative Decree 39/2010 that introduced a duration of nine years non-renewable.

The auditing firm currently appointed by FinecoBank as its external auditors is KPMG S.p.A. whose address is as follows:

Via Giovanni Battista Pirelli, 38
20124 Milan
Tel. 0267631
kpmg.it

The auditing firm's reports (Report of the External Auditors) are included in the Parent Company's and Consolidated Annual Report and Accounts, as well as in the Consolidated First-Half Report.

Related parties and associated persons

Global Policy for the management of transactions with persons in potential conflict of interest of the FinecoBank Group.

The Board of Directors of FinecoBank S.p.A. in its meeting on July, 29, 2026, having received prior positive recommendations from the Risk and Related Parties Committee and the Board of Statutory Auditors, approved the new “Global Policy for the management of transactions with persons in potential conflict of interest of the FinecoBank Group” (the “Global Policy”) whose purpose is to establish, within FinecoBank Group's scope of operations, the rules and principles to be adhered to for the control of risk arising from situations of possible conflict of interest resulting from the proximity of certain persons to the Bank's or its Subsidiaries' decision-making centres.

The Global Policy – intended as an organic abridgement with the aim of unifying the governance aspects and the scopes of application, as well as the procedural and organizational aspects – contains the rules to be followed in the management of:

• Transactions with Related Parties pursuant to the Consob Regulation adopted by resolution 17221 of March 12, 2010 (and subsequent amendments);
• Transactions with Associated Persons pursuant to the regulations on “Risk activities and conflicts of interest with associated persons”, established in Chapter 11 of the Bank of Italy Circular 285/2013 (“Supervisory Provisions for Banks”) as amended following the update n. 33 of 23 June 2020;
• Obligations of Bank Officers pursuant to Article 136 of the Legislative Decree 385 of September 1, 1993, the “Italian Banking Law”
• Transactions with additional relevant persons in potential conflict of interest as identified by way of self-regulation by the Bank, taking into account the applicable law and regulations;
• loans granted to Directors (i.e. members of the administrative, management and control bodies) and their related parties, pursuant to art. 88 of the CRD.

The Board of Directors of FinecoBank S.p.A., on an annual basis, assesses whether to revise the Global Policy taking account, among other things, of any changes in the applicable regulations and in the governance and organizational structure of the Bank or FinecoBank Group as well as the demonstrated effectiveness of the same Global Policy in practice.

Global Policy for the management of transactions with persons in potential conflict of interest of the FinecoBank Group

Related Parties Information Document (Contractual agreements)

Documents

Articles of Association

The Articles of Association contain the operational rules for the Company that supplement legal provisions. The Articles of Association may be amended by the Ordinary Shareholders' Meeting or, in specific cases, by the Board of Directors. The amendments take effect from the time when the related resolution is recorded in the Register of Companies.

Articles of Association

Quali-Quantitative Profile of the Board of Directors

In accordance with the Supervisory Provisions for banks on corporate governance issued by the Bank of Italy - the FinecoBank Board of Directors established and approved its own qualitative and quantitative composition (the “Qualitative and Quantitative Composition of the Board of Directors of FinecoBank S.p.A.”), which is considered “optimal” for the purpose of proper performance of its responsibilities in view of the April 29, 2026 Annual Meeting of Shareholders.

Quali-Quantitative BoD Profile - ed. March 2026

Quali-Quantitative Profile of the Board of Statutory Auditors

The FinecoBank Board of Statutory Auditors established and approved its own qualitative and quantitative composition (the “Qualitative and Quantitative Composition of the Board of Statutory Auditors of FinecoBank S.p.A.”), which is considered “optimal” for the purpose of proper performance of its responsibilities in view of the April 29, 2026 Annual Meeting of Shareholders.

Quali-quantitative BoSA Profile - ed. March 2026

Procedures for Shareholders’ Meetings

The Shareholders’ Meeting of FinecoBank S.p.A. adopted the Procedures for Shareholders’ Meetings, which are designed to govern ordinary, extraordinary and – insofar as compatible – special meetings.

Procedures for Shareholders’ Meetings

Tax Strategy

The FinecoBank Tax Strategy - approved by the Board of Directors of Fineco - provides for the guidelines and principles of Fineco Group for the management of tax issues and associated risks (both financial and reputational). A proper tax management, in fact, is essential for Fineco Group, its shareholders and all third parties affected by its activities.
The document has been written in line with our Group values, which also reflect the International best practice, and should be read and applied in conjunction with the other Group's policies and procedures.

Tax Strategy

Board resolution documentation

Report on Corporate Governance

Internal Dealing

Article 19 of Regulation (EU) no. 596/2014 on market abuse governs disclosure obligations and limitations for some types of transactions concerning shares and/or debt instruments of listed issuers, or other financial instruments related thereto, executed by “Relevant Parties” of the listed issuer and by persons closely associated with such parties (as identified herein). This Internal Dealing Procedure (the “Procedure”) reflects the directives contained in the above-mentioned statutory and regulatory provisions as they apply to FinecoBank S.p.A. (“Fineco”), with the purpose of improving the transparency and uniformity of the reporting of financial dealings by the persons specified above, by providing investors with an idea of how these persons perceive the prospects of the company and/or of the group to which it belongs.
The Procedure sets out two fundamental requirements:

• Relevant Persons must report some transactions in Fineco shares (or connected financial instruments) carried out by them or by persons closely associated with them.
• Relevant Persons must refrain from performing the above transactions in certain time spans.

Internal Dealing Procedure