Banca Carige : Notice of Ordinary Shareholders' Meeting 22/02/2021

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

NOTICE OF ORDINARY SHAREHOLDERS' MEETING

The parties entitled to vote in the Shareholders' Meeting of BANCA CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia are called to attend the Ordinary Shareholders' Meeting, which will be held in one call at the Bank's Head Office in Genoa, Via Cassa di Risparmio 15, on 22 February 2021 at 10:30 a.m., to resolve upon the following

AGENDA

1. Appointment of Members of the Board of Directors: related and ensuing resolutions
2. Appointment of the Chair of the Board of Directors
3. Appointment of the Deputy Chair of the Board of Directors

Conduct of the Shareholders' Meeting

In consideration of the epidemiological emergency from COVID-19 and in accordance with Article 106 of Decree Law No. 18 of 17 March 2020, converted with amendments into Law No. 27 of 24 April 2020 and as extended by paragraph 3 of Article 1 of Decree Law No. 125 of 7 October 2020, converted with amendments into Law No. 159 of 27 November 2020, containing provisions related to this emergency:

1. participation in the Shareholders' Meeting and the exercise of voting rights are allowed only 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 hereunder. The physical presence of Shareholders at the Shareholders' Meeting shall not be allowed;
2. the members of the Management and Control Bodies, the Appointed Representative 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 Chair 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 Chair and the designated Notary Public to be located in the same place; Shareholders, instead, shall necessarily avail themselves of the Appointed Representative.

Entitlement to attend and vote

Pursuant to art. 83-sexies of Italian Legislative Decree 58/1998 (the "Consolidated Law on Finance" or "TUF"), entitlement to attend the Shareholders' Meeting and exercise the right to vote, which is only allowed through the Appointed Representative, is attested by a communication to the Bank by a qualified financial intermediary in favour of the subject vested with voting rights arising from the ordinary shares on the basis of the intermediary's records at the close of business on 11 February 2021, i.e. the seventh trading day prior to the date of the Shareholders' Meeting (a.k.a. the record date).

Please note that the Notice of Participation is required even when shares are deposited at CARIGE S.p.A.

In this regard, it is noted that, based on the share capital of EUR 1,915,163,696.00 filed with the Companies' Register as at today, the number of ordinary shares is 755,371,204, each share entitling to one vote. The Bank holds 219 treasury shares.

Credit and debit records entered on the accounts after this deadline shall not be considered for the purpose of entitling to the exercise of voting rights at the Shareholders' Meeting. Persons becoming holders of the shares only after the record date will thus not be entitled to attend the meeting and vote.

The intermediary's notice shall be received by the Bank by the end of the third trading day prior to the date of the Shareholders' Meeting, i.e. by Wednesday 17 February 2021. Entitlement to attend and vote through the Appointed Representative at the Shareholders' Meeting remains, however, valid when the notices are received by the Bank after the above deadline, as long as prior to the beginning of the Shareholders Meeting proceedings.

Attendance at the Shareholders' Meeting is governed by the applicable laws and regulations in force, as well as by the provisions of the existing Shareholders' Meeting Regulations, which are available on the corporate website www.gruppocarige.it, under Governance/Company documents, without prejudice to the above-mentioned government regulations issued in relation to the COVID-19 pandemic.

Participation in the Shareholders' Meeting

In compliance with Article 106, paragraph 4, of Decree Law No. 18/2020, converted with amendments into Law No. 27 of 24 April 2020 and as extended by paragraph 3 of Article 1 of Decree Law No. 125 of 7 October 2020, converted with amendments into Law No. 159 of 27 November 2020, participation in and voting at the Shareholders' Meeting shall only be allowed through the Appointed Representative pursuant to Article 135-undecies of the Consolidated Law on Finance, to whom a specific proxy/sub-proxy must be granted, under the terms and conditions later described herein. Shareholders with voting rights must therefore necessarily exercise them by conferring proxies with voting instructions free of charge to the company's Appointed Representative, Computershare S.p.A., with offices in Turin, Via Nizza 262/73, pursuant to art. 135-undecies of the Consolidated Law on Finance.

Proxies given to the Appointed Representative are effective only for proposals in relation to which voting instructions are provided on all or some of the agenda items, as indicated in the proxy form.

Proxies are granted to the Appointed Representative, pursuant to article 135-undecies of the Consolidated Law on Finance, by filling out and signing the dedicated form with voting instructions, available on the corporate website www.gruppocarige.it (under Corporate Governance/Shareholders' Meetings) or requested using the contact information provided below.

Forms of proxy with voting instructions for the proxy-holders, once duly completed and signed in the original, shall be returned to the Appointed Representative -together with a copy of a valid identity document and any documentation proving signatory powers- by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e. by 18 February 2021), using one of the following alternative methods: (i) on line using the link to the Company's website, which allows for guided completion of the form, provided that the delegating party, in order to receive the credentials, proves his/her identity, even if the delegating party is a legal person, or uses his/her own secure (certified) e-mail box ; (ii) holders of a secure (certified) e-mail box: if the delegating party (including as a legal person) has a secure (certified) e-mail box, he/she can send a copy of the proxy form as an attachment in PDF format to [e-mail]; (iii) users of advanced, qualified or digital electronic signatures: by sending the proxy signed by an advanced, qualified or digital electronic signature via secure (certified) e-mail or via ordinary electronic mail to [e-mail]; (iv) holders of ordinary electronic mail: the delegating party may send a copy of the proxy form as an attachment in PDF format to the certified e-mail address [e-mail], or (v) via fax to +39/011 0923202. Unless already submitted through the specific web application or by signing the document with advanced, qualified or digital electronic signature, the original proxy form with voting instructions -together with a signed copy of an identity document and, in the case of a legal person, any documentation proving the signatory powers, shall be sent to Computershare S.p.A., Via Nizza 262, 10126, Turin.

Proxies and voting instructions conferred on the Appointed Representative may be revoked by the same date as that on which they are conferred.

Shares for which full or partial proxy is provided are considered for the purpose of determining the regular constitution of the Shareholders' Meeting. With regard to proposals for which no voting instructions are provided, shares shall not be considered for the purpose of calculating the majority and percentage of capital required for resolutions to be approved.

Without prejudice to the obligation of delegating the Appointed Representative, proxies/sub-proxies may be conferred on the latter pursuant to Article 135-novies of the Consolidated Law on Finance, including as an exception to the provisions of Article 135-undecies, paragraph 4, of the Consolidated Law on Finance. For the purposes of any such proxies/sub-proxies, it is possible to use the proxy form available on the Company's website www.gruppocarige.it (under Corporate Governance/Shareholders' Meetings), which shall be sent to Computershare S.p.A. -together with a copy of a valid identity document and any documentation proving the signatory powers- under one of the following alternative methods: (i) holders of a secure (certified) e-mail box: if the delegating party (including as a legal person) has a secure (certified) e-mail box, he/she may send a copy of the proxy form as an attachment in PDF format to [e-mail]; (ii) users of advanced, qualified or digital electronic signatures: by sending the proxy signed by an advanced, qualified or digital electronic signature via secure (certified) e-mail or via ordinary electronic mail to [e-mail]; (iii) holders of ordinary electronic mail: the delegating party may send a copy of the proxy form as an attachment in PDF format to the certified email

address [e-mail], or (iv) via fax to +39/011 0923202. If a copy of the proxy/sub-proxy is submitted, the Appointed Representative shall certify, under his/her responsibility, the conformity of the proxy/sub- proxy to the original and the identity of the delegating/sub-delegating party. Unless already submitted through the specific web application or by signing the document with advanced, qualified or digital electronic signature, the original proxy form with voting instructions -together with a signed copy of an identity document and, in the case of a legal person, any documentation proving the signatory powers, shall be sent to Computershare S.p.A., Via Nizza 262, 10126, Turin.

As of the date of publication of this Notice of Call, the Appointed Representative shall be available for further information and clarification at the following telephone number: +39/011/0923200 and email address: [e-mail].

It should be noted that, for the purposes of participation in the Shareholders' Meeting, the intermediary's notice to the Bank, certifying the entitlement to participate and exercise the right to vote at the Shareholders' Meeting, is in any case required. Without that notice, the proxy/sub-proxy shall be considered null and void.

Addition of items to the agenda and submission of proposals for resolution

Pursuant to art. 126-bis of the Consolidated Law on Finance, within ten days from publication of this Notice of Call, i.e. by 9 January 2021, shareholders who, jointly or severally, represent at least one-fortieth of the share capital may request that the list of items on the agenda be supplemented, indicating the additional proposed items in their request or submitting proposals for resolutions in relation to items already on the Agenda.

The request -together with certificates attesting ownership of the shareholding- shall be submitted in writing, including by regular mail, and filed with the registered office (in Genoa, Via Cassa di Risparmio 15, Affari Societari e di Gruppo) or by e-mail at the address [e-mail] from a certified email address.

Additions to the Agenda are not allowed for items which the Shareholders' Meeting, pursuant to the law, resolves upon at the proposal of the Board of Directors or based on a plan or report prepared by the Board of Directors other than the reports referred to under article 125-ter, paragraph 1 of the Italian Consolidated Law on Finance.

Any additions to the agenda or new proposals for resolution in respect of existing agenda items shall be disclosed through the same means as those used to publicise this Notice of Call, at least fifteen days prior to the date set for the Shareholders' Meeting, i.e. by Friday 5 February 2021.

Any additional proposals for resolution on issues already on the Agenda shall be made available to the public through the means set out by Art. 125 ter, para. 1, of the Consolidated Law on Finance, at the same time when the notice of submission is published.

Shareholders requesting additions to the agenda shall prepare a report on the reasons for the resolution proposals in relation to new matters they propose to discuss, or the reasons for additional resolution proposals in relation to issues that are already included in the agenda: said report must be transmitted to the Board of Directors by the final deadline for submission of the request for additions to the agenda, as indicated above. The report shall be made available to the public, in conjunction with assessments by the Board of Directors, if any, at the time when the notice regarding said additions or submission is published, through the means set out by Art. 125 ter, para. 1, of the Consolidated Law on Finance.

Considering that participation in the Shareholders' Meeting is allowed exclusively through the Appointed Representative, to whom voting instructions only are provided, parties with voting rights may individually submit resolution proposals in respect of items on the agenda, to the extent allowed by regulations in force, by Thursday, 4 February 2021. The proposals shall be submitted -together with certificates attesting to the ownership of the shareholding and a copy of an identity document (for natural persons) or documents certifying the powers (for legal persons)- from a certified e-email address to [e-mail], with copy to [e-mail].

Upon prior verification of their relevance to the items on the agenda, as well as their appropriateness and completeness with respect to applicable regulations in force, the proposals for resolution will be published by Friday, 5 February 2021 on the corporate website, so as to allow shareholders with voting rights to formulate their voting instructions by also taking into account these new proposals and the Appointed Representative to collect any voting instructions in respect of such proposals.

Appointment of Directors

Pursuant to art. 18 of the Articles of Association, the voting list system shall not apply and the Shareholders' Meeting shall decide by a majority of votes based on the names of the candidates presented by the Shareholders. The entitled Shareholders who intend to propose the candidature for the appointment of one or two directors should submit the candidatures by Thursday, 4 February 2021, by filing them with the Company's Registered Office or emailing them to [e-mail](with copy to [e-mail]), together with specific documentation providing evidence of the identity of the submitting shareholder(s) and the percentage of their overall shareholding, as well as a certificate by an authorised intermediary attesting to the ownership of the shareholding as at the date of the proposed candidature. Each proposed candidature shall be filed together with:

1. a curriculum vitae providing exhaustive personal and professional information regarding the candidates;
2. a declaration, whereby the candidates: (i) accept their candidature; (ii) attest, under their own responsibility, the non-existence of any grounds for ineligibility and incompatibility, as well compliance with the requirements provided for by the law and regulations in force for the office of Director including, in particular, the integrity

requirements established pursuant to art. 147 quinquies of the Consolidated Law on Finance; (iii) mention their suitability to qualify as independent Directors pursuant to the applicable provisions of the law and regulations in force.

The proposals for candidature so presented will be made available to the public on Friday, 5 February 2021, through publication on the corporate website www.gruppocarige.it (under Corporate Governance/Shareholders' Meetings).

Right to ask questions

Pursuant to art. 127-ter of the Consolidated Law on Finance, shareholders with voting rights, and for whom the Company has received a specific communication from an authorised intermediary in accordance with regulations in force, may ask questions on the items on the agenda, using the specific application available on the corporate website, under Governance/Shareholders' Meetings/Questions. Pursuant to the combined provisions of articles 83- sexies and 127-ter of the Consolidated Law on Finance, questions shall be received by the seventh trading day prior to the date of the Shareholders' Meeting, i.e. by 11 February 2021.

Questions that are relevant to the items on the agenda will be answered by at least two days prior to the Shareholders' Meeting, through publication on the corporate website www.gruppocarige.it (under Corporate Governance/Shareholders' Meetings). A single reply may be provided to questions with the same content.

Entitlement to exercise this right shall be proven by a notice transmitted to the Bank by a qualified intermediary pursuant to art. 83-quinquies, paragraph 3, of the Consolidated Law on Finance or, alternatively, by a notice certifying entitlement to participate in the Shareholders' Meeting and exercise the right to vote given under art. 83- sexies, para. 1, of the Consolidated Law on Finance, to be submitted by the deadline set out in art. 127-ter of the Consolidated Law on Finance.

Documentation

The documentation concerning the items on the agenda (including Reports for the Shareholders' Meeting) will be made available by the deadlines and according to the procedures set out by regulations in force at the Bank's registered office (in Genoa, Via Cassa di Risparmio 15, Affari Societari e di Gruppo), on the authorised storage portal eMarket STORAGE www.emarketstorage.comand on the corporate website www.gruppocarige.it, under Governance/Shareholders' Meetings.

This notice is published -pursuant to art. 125-bis of the Consolidated Law on Finance and art. 84 of the Issuers' Regulation, as well as art. 10 of the Articles of Association- on the Bank's corporate website www.gruppocarige.it(Governance/Shareholders' Meetings), on the authorised storage portal "eMarket STORAGE" at www.emarketstorage.comand, as an excerpt -pursuant to art. 125-bis, para. 1, of the Consolidated Law on Finance- in the Italian financial daily "Il Sole 24 Ore".

Genoa, 30 December 2020

for the Board of Directors

The Senior Member of the Board of Directors Francesco Micheli

For any further clarification or information, the Ufficio Affari Societari e di Gruppo (Group and Corporate Affairs office) is available Monday through Friday from 8:30 a.m. to 4:30 p.m. at the toll-free number from Italy 800-335577.