Banca Carige S p A Cassa di Risparmio di Genova e Imperia : Ordinary Shareholders' Meeting appoints new Board of Directors and Board of Statutory Auditors

PRESS RELEASE

THE ORDINARY SHAREHOLDERS' MEETING OF BANCA CARIGE APPOINTS

• NEW BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS
• VINCENZO CALANDRA BUONAURA AS CHAIR AND ANGELO BARBARULO AS DEPUTY CHAIR

Genoa, 31 January 2020 - The ordinary Shareholders' Meeting of Banca Carige, held earlier today in one call, appointed a new 10-member Board of Directors, its Chair and Deputy Chair for the 2020-2022three-year period, with their term of office expiring on the date of the Shareholders' Meeting which will be held to approve the Financial Statements for the period ending 31 December 2022, on the basis of two lists submitted by the shareholders pursuant to art. 18 of the Articles of Association. In particular:

• the following Directors:
• • Vincenzo Calandra Buonaura - Chair
  • Angelo Barbarulo - Deputy Chair
  • Francesco Guido
  • Sabrina Bruno
  • Lucia Calvosa
  • Paola Demartini
  • Miro Fiordi
  • Gaudiana Giusti
  • Francesco Micheli

were appointed from the list submitted by the shareholder Fondo Interbancario di Tutela dei Depositi, which was voted for by the majority of the shareholders attending the meeting (608,349,052,539 votes, corresponding to 89.536548% of the shares admitted to voting and 80.547670% of total share capital);

• the following Director:

• Leopoldo Scarpa

was appointed from the list submitted by the shareholder Cassa Centrale Banca - Credito Cooperativo Italiano S.p.A. which declared that no material connection relationships exist

with the shareholder owning a relative majority stake in the Bank, under art. 148, para. 2 of the Consolidated Law on Finance (TUF) and art. 144-quinquies of Consob Issuers' Regulations, and that no significant relation is in place with the afore-mentioned shareholder pursuant to Consob Communication no. DEM/9017893 of 26 February 2009- (63,342,534,706 votes, corresponding to 9.322727% of the shares admitted to voting and 8.386786% of total share capital).

Directors Calandra Buonaura, Barbarulo, Guido, Bruno, Calvosa, Demartini, Fiordi, Giusti, Micheli and Scarpa declared that they meet the independence requirements set out by article 18, para. 4 of the Articles of Association, which is reflective of the requirements provided for by art. 148, para. 3 of Legislative Decree no. 58/1998 and the Italian Corporate Governance Code for listed companies.

The Shareholders' Meeting approved the proposal to pay the Directors an annual fixed remuneration of EUR 60,000.00, in addition to attendance fees for an amount of EUR 250.00.

The Shareholders Meeting appointed the Board of Statutory Auditors for the 2020-2022three-year period, with its term of office expiring on the date of the Shareholders' Meeting which will be held to approve the Financial Statements for the year ending 31 December 2022, on the basis of two lists submitted by the shareholders pursuant to art. 26 of the Articles of Association, as follows:

• Pierpaolo Singer and Anna Girello were appointed to serve as Standing Auditors and Silvia Muzi as Alternate Auditor from the list submitted by the shareholder Fondo Interbancario di Tutela dei Depositi, which was voted for by the majority of the shareholders attending the meeting (607,728,906,252 votes, corresponding to 89.442213% of the shares admitted to voting and 80.465561% of total share capital);
• Alberto Giussani was appointed to serve as Standing Auditor and Vincenzo Miceli as Alternate Auditor from the list submitted by the shareholder Cassa Centrale Banca - Credito Cooperativo Italiano S.p.A., which declared that no material connection relationships exist with the shareholder owning a relative majority stake in the Bank, under art. 148, para. 2 of the Consolidated Law on Finance (TUF) and art. 144-quinquies of Consob Issuers' Regulations, and that no significant relation is in place with the afore-mentioned shareholder pursuant to Consob Communication no. DEM/9017893 of 26 February 2009 (63,939,710,763 votes, corresponding to 9.410297% of the shares admitted to voting and 8.465855% of total share capital).

Pursuant to art. 26, para. 7, of the Articles of Association, Alberto Giussani was appointed Chair of the Board of Statutory Auditors, in his capacity as Standing Auditor elected from the minority list.

The Statutory Auditors declared that they meet the independence requirements set out by article 18, para. 4 of the Articles of Association, which is reflective of the requirements provided for by art. 148,

para. 3 of Legislative Decree no. 58/1998 and the Italian Corporate Governance Code for listed companies.

The Shareholders' Meeting approved the proposal to pay the Chair of the Board of Statutory Auditors and the Standing Auditors an annual fixed remuneration of EUR 90,000.00 and EUR 60,000.00, respectively, in addition to attendance fees for an amount of EUR 250.00.

The curricula of the Directors and Statutory Auditors are available on the Group's corporate website www.gruppocarige.it, under "Corporate Governance".

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