SottotitoloNotice of call: Special Savings Shareholders' Meeting - September 27, 2022

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

Company subject to the Direction and Coordination of BPER Banca S.p.A. and belonging to the BPER Banca

S.p.A. Group included in the Bank of Italy's Banking Groups Register

NOTICE OF SPECIAL MEETING OF SAVINGS SHAREHOLDERS

The parties entitled to vote in the Special Meeting of Savings Shareholders of BANCA CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia, upon request of the Savings Shareholder Bordignon Romanina, are called to attend the Special Meeting, which will be held in one call at the at the Head Office, 3rd floor Meeting Room, Via David Chiossone 3, Genoa, at 10:30 a.m. on Tuesday 27 September 2022, to resolve upon the following

AGENDA

1. Examination of the legal situation of the extension of the mandatory tender offer and of its prospects. Related and ensuing resolutions.
2. Revocation of the Common Representative Related and ensuing resolutions.
3. Appointment of the new Common Representative, duration of tenure and compensation to be recognised Related and ensuing resolutions.
4. Redetermination of the Fund to protect rights and interests of holders of Banca Carige's Savings Shares Related and ensuing resolutions.

Entitlement to attend and vote

Pursuant to art. 83-sexies of Italian Legislative Decree no. 58/1998 (the "Consolidated Law on Finance" or "TUF"), entitlement to attend the Shareholders' Meeting and exercise the right to vote 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 saving shares on the basis of the intermediary's records at the close of business on Friday 16 September 2022, 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 savings shares are deposited at CARIGE S.p.A.

In this regard, it is noted that, based on the share capital filed with the Companies' Register as at today amounting to EUR 1,345,608,389.81, the share capital is represented by 20 ordinary shares, each share entitling to one vote.

Credit and debit records entered on the accounts after the deadline of 16 September 2022 shall not be considered for the purpose of entitling to the exercise of voting rights at the Shareholders' Meeting. Persons becoming holders of the savings 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 Thursday 22 September 2022. Entitlement to attend and vote 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

Representation at the Shareholders' Meeting

Every shareholder entitled to exercise the right to vote may be represented at the Shareholders' Meeting in compliance with the provisions of the law, by signing the proxy form attached to the authorised intermediary's notice or by filling out the proxy form available on the corporate website www.gruppocarige.it,in the section Governance/Shareholders' Meetings.

The proxy may also be granted via an electronic document signed electronically and may be notified using the specific application available in the same section of the website (under Governance/Shareholders' Meetings/Electronic proxy notification).

After having certified -under their responsibility- the identity of the delegating party and conformity of the proxy form to the original, the representative may deliver or transmit a copy of the proxy in place of the original.

In compliance with regulations in force, the representative shall retain the original of the proxy form and keep track of any voting instructions received, for a period of one year from closure of the Shareholders' Meeting.

Pursuant to regulations in force, savings shareholders may grant written proxies, free of charge, to the Bank's Designated Representative pursuant to Article 135-undecies of the Consolidated Law on Finance.

The Company has designated Computershare S.p.A., with registered office at Via Nizza 262/73, Turin, as the Designated Representative on whom shareholders with voting rights may confer written proxies with voting instructions for all or a number of items on the agenda by the second trading day prior to the date of the Shareholders' Meeting, i.e. By Friday 23 September 2022.

The proxy shall be conferred on the afore-mentioned Designated Representative by means of the specific form available on the corporate website www.gruppocarige.it, under Governance/Shareholders' Meetings, and shall only be valid for proposals for which voting instructions are provided.

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

Savings 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, savings shares shall not be considered for the purpose of calculating the majority and percentage of capital required for resolutions to be approved.

If, for technical reasons, proxy forms cannot be made available electronically, they can be obtained upon request calling [phone], and will, in any case, be available at the registered office.

For notification of the proxies, including by electronic means, to the Bank's Designated Representative, please follow the instructions in the forms: in particular, it should be noted that the 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

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].

The intermediary's notice to the Bank, certifying the entitlement to participate and exercise the right to vote at the Shareholders' Meeting, is also required in the event a proxy is granted: without such notification, the proxy shall be considered null and void.

There are no absentee voting or electronic voting procedures.

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

Pursuant to article 126-bis of the Consolidated Law on Finance, within ten days from publication of this notice of call, i.e. by Monday 05 September 2022, savings shareholders who, jointly or severally, represent at least one- fortieth of the share capital represented by savings shares may request that the list of items on the agenda -within the scope of those indicated in Article 146, paragraph 1, of the Consolidated Law on Finance- 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.

Savings shareholders requesting additions to the agenda shall prepare a report on the reasons for 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 within the final term for submission of the request for integration, as indicated above.

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 Monday 12 September 2022.

Any additional proposals for resolution on issues already on the Agenda, as well as the relative report prepared by the submitting Savings Shareholders and the report of the Savings Shareholders requesting additions to the Agenda, accompanied by any assessment by the relevant Body, 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 or the proposals for resolution on issues already on the Agenda are presented.

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 Special Meeting, i.e. by Friday 16 September 2022.

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 the Report 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.

The forms that shareholders may use for proxy voting, as indicated above, are likewise available on the website, which also provides information on the amount of share capital, including the number and category of shares in which it is divided.

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In relation to the information included in this call notice, it should be noted that, if the Bank's shares are delisted between the date of publication of the notice and the date of the Meeting, the Bank reserves the rights to integrate this call notice, including participation and voting methods in line with the applicable laws and regulations.

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This notice is published, upon request of the Savings Shareholder Bordignon Romanina - 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 "Milano Finanza".

Genoa, 26 August 2022

for the Board of Directors The Chair

Gianni Franco Papa

Meeting participants are kindly requested to arrive in advance of the scheduled starting time, so as to facilitate admission procedures and, consequently, ensure that the meeting begins on time.

Please note that registration will be possible from 10:00 a.m.

Please note that the Notice of Participation is required even when savings shares are deposited at CARIGE S.p.A. Please produce an identification document to attend the Special Meeting of Savings Shareholders.

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.