Registered Office: Via Cassa di Risparmio 15, Genoa Share capital EUR 1,345,608,389.81, 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 SPECIAL MEETING OF SAVINGS SHAREHOLDERS

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

We announce that the Notice of Call of a Special Meeting of the Savings Shareholders 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, upon request of the Common Representative of its Savings Shareholders, in one call at the Head Office, Via Cassa di Risparmio 15, Genoa, on 21 April 2022 at 10:30 a.m. to resolve upon the following

AGENDA

  1. Update by the Common Representative of Savings Shareholders, approval and ratification of the activities performed, concerning three ongoing legal disputes between the category and the Company (two started by the shareholders through the Common Representative, respectively in relation to the resolution for the increase of share capital and to the resolutions for the conversion and reverse stock split, and one started by the Board of Directors against the shareholders in relation to the resolution for the increase of the Fund established under art. 146). Related and ensuing resolutions with particular reference to the ratification of the release of the document appointing representatives ad litem in the appeal against the Judgements issued by the Court of Genoa in relation to the resolution for the increase of share capital and to the resolutions for the conversion and reverse stock split;
  2. Proposal for the mandatory conversion of the Company's savings shares into ordinary shares. Related and ensuing resolutions.

Due to the COVID-19 crisis and pursuant to the health emergency provisions set forth in art. 106 of Law Decree No. 18 of 17 March 2020, converted with amendments into Law No. 27 of 24 April 2020 and as extended by subsequent regulations, 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, to the Common Representative of Savings Shareholders 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; Savings 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 08 April 2022 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, 21 March 2022

for the Board of Directors

The Chairman

Giuseppe Boccuzzi

Attachments

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Disclaimer

Banca Carige S.p.A. Cassa di Risparmio di Genova e Imperia published this content on 21 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2022 15:58:05 UTC.