FinecoBank Banca Fineco : PR - Resolutions of the Board of Directors

PRESS RELEASE FinecoBank: resolutions of the Board of Directors

Milan, April 11, 2017

Following today's Shareholders' Meeting, the FinecoBank Board of Directors met to resolve the following agenda:

• Appointment of corporate officers, assignment of delegated powers, allocation of the remuneration resolved by the ordinary Shareholders' Meeting and determination of the remuneration pursuant to Article 2389, paragraph 3, of the Italian Civil Code.
• Appointment of internal committees and their members
• Appointment of Supervisory Board pursuant to the Legislative Decree no. 231 of June 8, 2001
• Appointment of Corporate Accounting Documents Officer pursuant to Article 154-bis of the Legislative Decree no. 58 of February 24, 1998

Appointment of the corporate officers, assignment of delegated powers, breakdown of the remuneration resolved by the ordinary Shareholders' Meeting and determination of the remuneration pursuant to Article 2389, paragraph 3, of the Italian Civil Code.

The Board of Directors appointed Mr. Enrico Cotta Ramusino as Chairman of the Board and Mr. Alessandro Foti (already General Manager of the Company) as Chief Executive Officer (CEO) with all the powers and authorizations previously given to him. Furthermore, the Board of Directors appointed Mr. Francesco Saita as Vice Chairman.

The Board of Directors also resolved to allocate among its members the total annual remuneration equal to Euro 370,000.00 fixed by the Shareholders' Meeting and, having noted the positive opinion of the Board of Statutory Auditors, to allocate - pursuant to Article 2389, paragraph 3, of the Italian Civil Code - the total annual remuneration equal to Euro 200,000.00 fixed by the Shareholders' Meeting in favor of the Chairman and the Vice Chairman .

Appointment of the internal committees and their members

The Board of Directors resolved to appoint the following internal Board committees: (i) Risks and Related Parties Committee; (ii) Remuneration Committee; (iii) Nomination Committee.

The Board of Directors also appointed for three years (until the approval of the financial statement as at December 31, 2019) the following members of the Board Committees:

• as members of the "Risks and Related Parties Committee": (i) Francesco Saita, as Chairman; (ii) Gianmarco Montanari; and (iii) Maurizio Santacroce;

• as members of the "Remuneration Committee": (i) Gianmarco Montanari, as Chairman; (ii) Elena Biffi; and (iii) Enrico Cotta Ramusino;

• as members of the "Nomination Committee": (i) Elena Biffi, as Chairman; (ii) Patrizia Albano; and (iii) Francesco Saita.

Appointment of the Supervisory Board pursuant to the Legislative Decree no. 231 of June 8, 2001

The Board of Directors resolved to appoint as members of the Supervisory Board: as external members, Marianna Li Calzi (as Chairman) and Stefano Fiorini (the Chairman of the Board of Statutory Auditors); as internal members, the head of Legal & Corporate Affairs, the head of Internal Audit e the head of Compliance. The members of the Supervisory Board will remain in charge throughout the mandate of the Board of Directors appointed today (i.e. three financial years).

Appointment of the Corporate Accounting Documents Officer pursuant to Article 154-

bis of the Legislative Decree no. 58 of February 24, 1998

Finally, the Board confirmed Mrs. Lorena Pelliciari, Chief Financial Officer of the Company, for three years as Manager charged with preparing the Company's financial reports.

FinecoBank

FinecoBank is UniCredit Group's direct multichannel bank. It has one of the largest financial advisors' network in Italy*, and is the number one broker in Italy for equity trades in terms of volume of orders**. FinecoBank offers an integrated business model combining direct banking and financial advice, with a single free-of-charge account including banking, credit, trading and investment services, also available through applications for smartphone and tablet. With its fully integrated platform, FinecoBank is the benchmark for modern investors.

*Source: Assoreti

**Source: Assosim

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