Registered Office: Via Cassa di Risparmio 15, Genoa Share capital EUR 1,915,163,696.00, fully paid-in

Genoa Companies' Register - Tax Code - VAT no. 03285880104

Parent Company of the Banca CARIGE Group included in the Bank of Italy's Banking Groups Register

EXCERPT OF NOTICE OF SPECIAL MEETING OF SAVINGS SHAREHOLDERS

(pursuant to Art. 125-bis, para. 1, of Leg. Decree no. 58/1998)

We announce that the Notice of Call of the Special Shareholders' Meeting of savings shareholders of BANCA CARIGE

S.p.A. - Cassa di Risparmio di Genova e Imperia has been published on the corporate website www.gruppocarige.it, in the section Governance/Shareholders' Meetings. The meeting will be held in one call at the Head Office, Via Cassa di Risparmio 15, Genoa, at 10:30 a.m. on 30 June 2020, to resolve upon the following

AGENDA

  1. Resignation of the Common Representative of Savings Shareholders. Ratification for the activities performed during his term of office. Related and ensuing resolutions.
  2. Statement of expenses incurred and charged to the Fund pursuant to Article 146, paragraph 1, letter C, of Legislative Decree 58/1998. Related and ensuing resolutions.
  3. Appointment of a common representative of savings shareholders and determination of "additional remuneration", if any, pursuant to article 37 of the Articles of Association. Related and ensuing resolutions.
  4. Authorisation to challenge the resolutions passed by the Extraordinary Shareholders' Meeting convened for 29.05.2020 should it approve the Agenda item relating to the "Proposal for a reverse split of ordinary and savings shares outstanding, at a ratio of 1 (one) new ordinary share, with regular dividend entitlement, for every 1,000 (one thousand) ordinary shares held and 1 (one) new savings share, with regular dividend entitlement, for every 1,000 (one thousand) savings shares held. Ensuing amendment to art. 5 of the Articles of Association. Related and ensuing resolutions"
  5. Authorisation to challenge the resolutions passed by the Extraordinary Shareholders' Meeting convened for 29.05.2020 should it approve the Agenda item relating to the "Proposal for the optional conversion of the Company's savings shares into ordinary shares. Ensuing amendments to the Articles of Association. Related and ensuing resolutions"

Due to the COVID-19 crisis and pursuant to the health emergency provisions set forth in art. 106 of Law Decree no. 18 of

17 March 2020:

  1. entitlement to attend the Shareholders' Meeting and exercise the right to vote are only allowed through the Appointed Representative under art. 135-undecies of the Consolidated Law on Finance who may be conferred proxies and/or sub-proxies under art. 135-novies of the Consolidated Law on Finance as an exception to art. 135-undecies, under the terms set out in the Notice of Call. The physical presence of Shareholders at the Shareholders' Meeting shall not be allowed;
  1. the members of the management and control bodies, the Appointed Representative and the Common representative of savings shareholders, and -in accordance with the law, the Articles of Association and the Shareholders' Meeting regulations- the managers, employees of the Bank and subsidiaries of the Banca CARIGE Group, representatives of the Independent Auditing firm and other persons whose attendance at the Shareholders' Meeting is deemed useful by the Chairman for discussion of the items on the agenda and a smooth running of the Shareholders' Meeting proceedings, will be allowed to participate in the Shareholders' Meeting also by means of remote communication, ensuring, among other aspects, the identification of participants, with no need for the Chairman and the designated Notary Public to be located in the same place. Savings shareholders shall necessarily avail themselves of the Appointed Representative.

Information on the share capital, together with the terms and conditions for:

  • entitlement to attend and vote (with 19 June 2020 as the record date);
  • representation at the Meeting via the Appointed Representative, Computershare S.p.A.;
  • exercise of the right to make questions, add items to the agenda and submit new proposals for resolution;
  • availability of Shareholders' Meeting documents, including the Report on agenda items by the Common
    Representative of Savings Shareholders;

is provided in the Notice of Call, which can be found on the corporate website www.gruppocarige.it under Governance/Shareholders' Meetings.

Genoa, 29 May 2020

for the Board of Directors

The Chairman

Vincenzo Calandra Buonaura

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Banca Carige S.p.A. published this content on 29 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2020 10:50:06 UTC