Banca Carige S p A Cassa di Risparmio di Genova e Imperia : Consob approves the Prospectus

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In case of any inconsistency between the Italian and the English version, the Italian original version shall prevail

PRESS RELEASE

CONSOB AUTHORISES THE PUBLICATION OF THE PROSPECTUS AND REVOKES THE RESOLUTION SUSPENDING CARIGE SECURITIES FROM TRADING

DISCLOSURE OF INFORMATION UPON CONSOB REQUEST

Publication of the Prospectus

Trading starts on 27 July 2021

Genoa, 22 July 2021 - Banca Carige S.p.A. ("Carige" or the "Issuer" or the "Bank") announces that, on 21 July 2021, Consob authorised the publication of the prospectus (the "Prospectus") concerning the admission to trading on the Electronic Stock Market (MTA), organised and managed by Borsa Italiana S.p.A., of the Bank's ordinary shares, ISIN code IT0005428195, resulting from the capital increase resolved upon by the Extraordinary Shareholders' Meeting of 20 September 2019 (respectively, the "Shares" and the "Capital Increase") and of the "Warrant Banca Carige S.p.A. 2020-2022", ISIN code IT0005386567 (the "Warrants") assigned free of charge to the shareholders who have subscribed to shares issued as part of the third tranche of the capital increase. The Prospectus also sets out the risk factors relating to Shares and Warrants.

In this regard, it should be noted that trading of securities issued or guaranteed by the Company was suspended on 2 January 2019 as a result of Consob resolution No. 20772 (the "Suspension Resolution") adopted on the same date due to (i) the ECB's decision to place the Bank under

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Courtesy translation for the convenience of international readers

In case of any inconsistency between the Italian and the English version, the Italian original version shall prevail

temporary administration (ended on 31 January 2020) and (ii) the probable Issuer's inability to provide a complete framework of information.

Following up on the authorisation to publish the Prospectus, necessary for the Issuer to restore a proper framework of information, Consob also decided to revoke the Suspension Resolution, as per resolution No. 21960 of 21 July 2021(the "Revocation Resolution").

The Revocation Resolution will enter into force on 27 July 2021 pursuant to art. 21 of Regulation (EU) 2017/1129.

As a result of the Revocation Resolution, on that date (27 July 2021), besides Shares, the start of trading will also concern Warrants (whose listing was ordered on 26 November 2019 by Borsa Italiana S.p.A. by means of notice No. 8607, subject to readmission to trading of the Issuer's ordinary shares) and the "Banca Carige S.p.A. 2019-2029 Fixed Rate Reset Callable Tier II" subordinated debt (the "Bond"), ISIN code IT0005389934, for an overall par value of EUR 200mln, fully subscribed by leading institutional investors, with suitable features to be included in the regulatory capital of the Bank (whose listing was ordered on 16 December 2019 by Borsa Italiana S.p.A. by means of provision No. LOL-004154, subject to readmission to trading of the Issuer's ordinary shares).

The hardcopy of the Prospectus is available for free upon request at the Bank's registered office (Via Cassa di Risparmio, 15, Genoa). On this date, the Bank will publish the Prospectus also on its corporate website www.gruppocarige.it.

The Terms and Conditions for Warrants and Bonds are respectively available in the "Governance" and "Investor Relations" pages of the Bank's website together with the Bond prospectus.

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Courtesy translation for the convenience of international readers

In case of any inconsistency between the Italian and the English version, the Italian original version shall prevail

As per the resolution of the Extraordinary Shareholders' Meeting of 29 May 2020, Carige followed up the transactions for the optional conversion (the "Optional Conversion") of the Bank's savings shares into newly issued ordinary shares and, subsequently, a Reverse Stock Split (the "Reverse Stock Split") of the ordinary shares - ISIN code following these transactions: IT00054281951 - and of the outstanding savings shares - ISIN code following these transactions: IT00054282032 - at a ratio of 1 (one) new ordinary share, with regular dividend entitlement, for every 1,000 (one thousand) existing ordinary shares and 1 (one) new savings share, with regular dividend entitlement, for every 1,000 (one thousand) existing savings shares. On 14 December 2020, the transactions of Optional Conversion and of Reverse Stock Split became effective.

Following the optional reduction of share capital to cover losses resolved upon on 20 April 2021 and executed on 30 June 2021, the Bank's share capital amounts to EUR 1,343,570,813.76, divided into 755,371,224 shares with no indication of par value, of which 755,371,204 ordinary shares and 20 convertible savings shares.

In this regard, it should be noted that Borsa Italiana S.p.A. deemed the number of shares resulting from the Reverse Stock Split inadequate to ensure an orderly market and acknowledged the recurrence of grounds to suspend the financial instrument from trading on the MTA by means of Provision No. 8718 of 11 December 2020.

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The main features of Warrants and Bond are reported below.

Warrants

1. Please note that the ISIN code shown in the Prospectus is prior to these transactions.
2. Please note that the ISIN code shown in the Prospectus is prior to these transactions.

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Courtesy translation for the convenience of international readers

In case of any inconsistency between the Italian and the English version, the Italian original version shall prevail

The actual number of outstanding Warrants issued following the Capital Increase is 5,711,385,118. Warrant holders may request to subscribe Shares at the exercise price at any time during the exercise period, i.e. between 1 February 2022 and 28 February 2022, or in a different period set forth by the Terms and Conditions of the "Warrant Banca Carige S.p.A. 2020-2022" resolved upon by the Issuer's Extraordinary Shareholders' Meeting of 20 September 2019 (the "Warrant Terms and Conditions") during which Warrants are exercisable. Subscription requests must be submitted, within the deadline, to the intermediary registered with Monte Titoli S.p.A., where Warrants are held. Warrants not exercised by 28 February 2022 shall expire, becoming definitively invalid to all effects and purposes.

The Warrants' exercise price, as defined by the Warrant Terms and Conditions, shall be 50% of the market value of the Shares, rounded to the fourth decimal.

Conversion shares resulting from the exercise of Warrants will have the same dividend entitlement of the outstanding Shares as at their settlement date. The exercise price must be paid in full upon submission of the exercise requests, without any additional fees or expenses.

The Warrant Terms and Conditions do not grant any further rights to Warrant holders, without prejudice to the special rights to adjust the exercise price and the number of conversion shares in the event of transactions on the Issuer's share capital (i.e., paid capital increases, free capital increases through the assignment of new shares, distribution of extraordinary dividends, as defined in the Warrant Terms and Conditions, free capital increases without issuing new shares, capital increases through the issuance of shares without pre-emptive rights, or merger/demerger where the Issuer is not the acquiring/beneficial company).

In this regard, it should be noted that, pursuant to the provisions of art. 4.2(d) of the Warrant Terms and Conditions, the number of conversion shares that can be subscribed for each Warrant

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In case of any inconsistency between the Italian and the English version, the Italian original version shall prevail

and the exercise price were modified, to reflect the Reverse Stock Split ratio of 1 new ordinary share for every 1,000 existing ordinary shares. Hence, the new conversion ratio will entitle the holder to subscribe 1 conversion share for every 1,000 Warrants held. For further information, please refer to the Warrant Terms and Conditions available on the Issuer's website (www.gruppocarige.it/investor relations/rafforzamenti patrimoniali)

Bonds

The issue consists of No. 2,000 subordinated Tier II bonds with par value of EUR 100,000 each. The bonds are bearer, indivisible and issued at par, i.e. with an issue price equal to 100% of the par value.

The subordinated loan lasts from the date of issue, 20 December 2019, until 20 December 2029. The bonds may be repurchased or redeemed at par (100% of the par value) before the maturity date upon Issuer's initiative and subject to authorisation by the competent Supervisory Authority, only in the following cases:

1. on the day of the fifth-anniversary following the date of issue (20 December 2024);
2. at any time, in the cases referred to in art. 78(4) of Regulation (EU) 575/2013 (changes in the regulatory classification of the subordinated bond, or in the applicable tax regime, which cannot be reasonably foreseen at the time of issue).

With effect from the date of issue, the bonds accrue interests at the fixed gross nominal rate of 8.25% per annum until the fifth anniversary; thereafter, if not redeemed, they will accrue interests at a fixed rate calculated as the sum of the 5-year swap rate recorded on that date plus the "margin", calculated as the difference between the rate of 8.25% and the 5-year swap rate recorded on the date of issue.

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