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

EXCERPT OF NOTICE OF ORDINARY SHAREHOLDERS' MEETING

(pursuant to Art. 125-bis, para. 1, of Leg. Decree No. 58/1998)

We announce that the Notice of Call of the Ordinary Shareholders' Meeting of BANCA CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia has been published on the corporate website www.gruppocarige.it, in the section Governance/Shareholders' Meetings. The meeting will be held in one call at the Head Office, Via Cassa di Risparmio 15, Genoa, 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

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. entitlement to attend the Shareholders' Meeting and exercise the right to vote is only allowed 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 in the Notice of Call. 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.

Information on the share capital, together with the terms and conditions for:

  • entitlement to participate and vote (with 11 February 2021 as the record date);
  • representation at the Meeting via the Appointed Representative, Computershare S.p.A.;
  • exercise of the right to make questions, add items to the agenda and submit proposals for resolution;
  • availability of Shareholders' Meeting documents, including Reports on agenda items;

is provided in the Notice of Call, which can be found on the corporate website www.gruppocarige.it under Governance/Shareholders' Meetings.

Genoa, 30 December 2020

for the Board of Directors

Senior Member of the Board of Directors

Francesco Micheli

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Banca Carige S.p.A. published this content on 30 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 December 2020 14:34:00 UTC