Banca Carige S p A Cassa di Risparmio di Genova e Imperia : Press release

PRESS RELEASE

PRESS RELEASE

Genoa, 26 February 2020 - Banca Carige informs that, at its meeting today, the Board of Directors assessed the fulfilment of the requirements of integrity, professionalism and independence of the members of the Board of Directors and the Board of Statutory Auditors appointed by the Ordinary Shareholders' Meeting of 31 January 2020, in compliance with the existing statutory and regulatory provisions.

As far as independence is concerned, the Board of Directors assessed the requirements set out in the Bank's Articles of Association, in article 148 of Legislative Decree no. 58/1998 (the Consolidated Law on Finance, TUF), the Italian Corporate Governance Code and the Consolidated Law on Finance, on the basis of the declarations made by the parties concerned and the information available to the Company.

More specifically:

• the following Directors qualified as independent: Angelo Barbarulo, Sabrina Bruno, Lucia Calvosa, Paola Demartini, Miro Fiordi, Gaudiana Giusti, Francesco Micheli and Leopoldo Scarpa;
• all the members -both Standing and Alternate- of the Board of Statutory Auditors were identified as independent. The verification carried out by the Board of Statutory Auditors had a similar outcome, as was communicated to the Board of Directors.

The Board of Directors also ascertained:

• the correspondence of the administrative body's ideal qualitative and quantitative composition with its actual membership, as resulting from the appointment process, including in relation to restrictions on the number of directorships held;
• with regard to the Directors and the Standing Auditors, the non-existence of situations that fall within the scope of application of article 36 of Legislative Decree no. 201/2011 (the "interlocking prohibition").

Moreover, for the purpose of supplementing the information given in the press release of 31 January 2020 regarding the establishment of the Board-internal Committees, Banca Carige informs that the Board of Directors resolved to also assign powers over matters of sustainability to the Nomination and Governance Committee, which was thus renamed Nomination, Governance and Sustainability Committee.

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