Banca Carige S p A Cassa di Risparmio di Genova e Imperia : SottotitoloCarige BoD approves Issuer’s Statement pursuant to art. 103 TUF

PRESS RELEASE

APPROVED THE ISSUER'S STATEMENT

ON THE TENDER OFFERS

LAUNCHED BY BPER BANCA

Genoa, 6 July 2022 - The Board of Directors of Banca Carige S.p.A. (the "Bank", "Banca Carige" or the "Issuer") approved the statement drafted pursuant to Article 103, paragraph 3 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and Article 39 of the Regulation implemented by Consob resolution no. 11971 of 14 May 1999, as subsequently amended (the "Issuer's Statement") containing the assessment of the Board of Directors on the mandatory totalitarian public tender offer launched by BPER Banca S.p.A. ("BPER Banca" or the "Offeror") pursuant to Articles 102 and 106, paragraph 1, of TUF on the Bank ordinary shares (the "Mandatory Tender Offer"), on the voluntary totalitarian public tender offer launched by the Offeror pursuant to Article 102 of TUF on the Bank savings shares (the "Voluntary Tender Offer" and, jointly with the Mandatory Tender Offer, the "Offers" and each of them the "Offer"), and the fairness of the respective considerations.

In order to publish the Issuer's Statement, the Board of Directors has, inter alia, examined and taken into account the offer document drafted by the Offeror on the Offers (the "Offer Document"), the opinion released by the Independent Directors on the Mandatory Tender Offer pursuant to Article 39-bis of the Issuers' Regulations (the "Independent Directors' Opinion"), the fairness opinion released by Lazard S.r.l, in its capacity as financial advisor appointed by

THIS DOCUMENT SHALL NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, WHOLLY OR PARTIALLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.

the Independent Directors and aimed at their evaluations, on the fairness of the consideration for the Mandatory Tender Offer from a financial viewpoint, as well as the fairness opinion issued by Equita SIM S.p.A., in its capacity as financial advisor appointed by the Board of Directors, on the fairness of the consideration for the Offers, from a financial viewpoint (the "Financial Advisors' Fairness Opinion").

The Board of Directors, also according to the Opinion of the Independent Directors and the Fairness Opinion of the Financial Advisors, with the unanimous vote of the attendees, deemed the consideration of the Mandatory Tender Offer of EUR 0.80 per each Bank ordinary share and the consideration of the Voluntary Tender Offer amounting to EUR 25,000.00 per each Bank savings share.

For the complete explanation of the Board of Directors' observations, please refer to the Issuer's Statement annexed to the Offer Document, together with the Independent Directors' Opinion and the Fairness Opinions of the Financial Advisors that the Offeror will publish within the terms and procedures set forth by law.

These documents will also be available on Banca Carige website, Investor Relations/Tender Offer launched by BPER Banca on Carige shares (www.carige.it/investor-relations/opa).

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THIS DOCUMENT SHALL NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, WHOLLY OR PARTIALLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.