The undersigned company Malacalza Investimenti S.r.l. ("Malacalza Investimenti") states as follows:

Transcription

1 This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail. Malacalza Investimenti S.r.l. To: Banca Carige S.p.A. Via Cassa di Risparmio, Genoa For the attention of: Ufficio Affari Societari e di Gruppo (Corporate and Group Affairs Office) Certified mail: pec@pec.carige.it Genoa, 4 September 2017 Re.: Submission of a proposal for resolution, pursuant to art. 126-bis of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance") to the Ordinary and Extraordinary Shareholders Meeting of Banca Carige S.p.A. (''Banca Carige" or the "Bank") convened in one call for 28 September Introduction The undersigned company Malacalza Investimenti S.r.l. ("Malacalza Investimenti") states as follows: a) Malacalza Investimenti has a shareholding in the Bank exceeding the threshold of 2.5% of the share capital, as evidenced by the certificate issued on 1 September 2017 and still valid as of the date hereof, which is attached hereto as Annex 1; b) with the Notice of Call published on the Bank s website on 25 August 2017 (the Notice of Call"), the Bank convened its Ordinary and Extraordinary Shareholders Meeting (the Meeting") in one call for 28 September 2017, at 10:30 a.m., at the Centro Congressi Magazzini del Cotone, Area Porto Antico, Sala Maestrale, Via ai Magazzini del Cotone 59, Genoa, to discuss and resolve, inter alia, upon item 1) on the agenda of the extraordinary session which is reported below: Extraordinary session: 1) Proposal to delegate to the Board of Directors, pursuant to art of the Italian Civil Code, the power -to be exercised by no later than 31 December 2017 to increase the share capital for consideration, in divisible form, with a right of option or, subordinately, in indivisible form and/or with exclusion or limitation of the right of option, under art. 2441, para. 5 of the Italian Civil Code, at one or more times and in one or more tranches, by issuing new ordinary shares, with no indication of par value and regular dividend entitlement, by an overall amount of up to EUR 560 million (inclusive of share premium, if any), of which one tranche of up to EUR 60 million (inclusive of share premium, if any) may possibly be reserved for persons taking part in a potential liability management transaction. Amendment to art. 5 of the Articles of Association. Related and ensuing resolutions'' (hereinafter, the ''Proposal by the Board of Directors"); Registered Office Via Dodici Ottobre Genoa Share capital EUR 2,000, fully paid-in Tax Code / VAT and Genoa Companies' Register number

2 c) the Notice of Call expressly sets out, amongst other aspects, that the Shareholders convened for the Meeting may exercise the administrative right governed by art. 126-bis of the Consolidated Law on Finance; d) with a press release published on its website on 31 August 2017 (the Press Release ), the Bank stated, among other things, that Banca Carige s Board of Directors (the Board of Directors ): (i) finalised the Directors Report for the extraordinary Shareholders' Meeting (convened for 28 September 2017) concerning the proposal for delegation of powers to the Board of Directors for the purpose of increasing the share capital. The Report will be made available to the public by 7 September 2017 ; and (ii) confirmed its decision to preferably increase the share capital for consideration, in divisible form and with the right of option (except for the tranche possibly reserved for persons taking part in a potential liability management transaction). The proposal for wider delegated powers includes the possibility for the Board of Directors, subject to prior review and approval, to proceed otherwise as may become appropriate, should the causes specifically identified in the Directors Report occur. 2. Request pursuant to article 126-bis, paragraph 1, of the Consolidated Law on Finance In light of the above, pursuant to the provisions of art. 126-bis, paragraph 1, of the Consolidated Law on Finance, Malacalza Investimenti, without integrating the list of items on the agenda, SUBMITS to the Meeting the following proposal for resolution on item 1) of the Notice of Call of the Extraordinary Shareholders Meeting, as an alternative to the Board of Directors proposal, by adding the wording shown in bold below and by removing the wording shown in bold and deleted from the Board of Directors Proposal, which remains unchanged in its other parts: Extraordinary session: 1) Proposal to delegate to the Board of Directors, pursuant to art of the Italian Civil Code, the power - to be exercised by no later than 31 December 2017 to increase the share capital for consideration, in divisible form, with a right of option or, subordinately, in indivisible form and/or with exclusion or limitation of the right of option, under art. 2441, para. 5 of the Italian Civil Code, at one or more times and in one or more tranches, by issuing new ordinary shares, with no indication of par value and regular dividend entitlement, by an overall amount of up to EUR 560 million (inclusive of share premium, if any), of which one tranche of up to EUR 60 million (inclusive of share premium, if any) with exclusion or limitation of the right of option under art of the Italian Civil Code may possibly be reserved for persons taking part in a potential liability management transaction. Amendment to art. 5 of the Articles of Association. Related and ensuing resolutions (the Malacalza Investimenti Proposal ) *** Pursuant to art. 126-bis, para. 4, of the Consolidated Law on Finance, Malacalza Investimenti has

3 This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail. prepared a separate report providing the reasons for the above Malacalza Investimenti Proposal, which is attached hereto as Annex 2. Under the terms and within the deadlines provided for by the law and regulations in force, the Board of Directors is thus called to fulfil the obligations set out in article 126-bis of the Consolidated Law on Finance and any other obligations required by law. *** The undersigned shareholder reserves the right to exercise -including at the Meeting- each and any right it is entitled to, including the right to amend, integrate and/or supplement the Malacalza Investimenti Proposal or submit additional proposals during the Meeting including in consideration of the report concerning the above mentioned item 1) on the agenda (of the extraordinary session), which was drafted by the Board of Directors pursuant to article 125-ter, para. 1, of the Consolidated Law on Finance and article 72 of the Regulation approved by Consob resolution no of 14 May 1999, as subsequently amended (the "Issuers' Regulation"), prepared in accordance with Annex 3A of the Issuers' Regulation and which will be published on the Bank s website by 7 September Yours sincerely, MALACALZA INVESTIMENTI SRL The Chief Executive Officer [signed on the original] (Mattia Malacalza) Annex 1: Certificate attesting to Malacalza Investimenti's ownership of the Bank shares as at 4 September 2017 Annex 2: Explanatory report prepared by Malacalza Investimenti pursuant to article 126-bis, para. 4, of the Consolidated Law on Finance Registered Office Via Dodici Ottobre Genoa Share capital EUR 2,000, fully paid-in Tax Code / VAT and Genoa Companies' Register number

4 Annex 1 Certificate attesting to Malacalza Investimenti's ownership of the Bank shares as at 4 September 2017 SOCIETE GENERALE Securities Services CERTIFICATE OF MEMBERSHIP IN THE CENTRALISED SECURITIES CLEARING SYSTEM OF MONTE TITOLI S.p.A. (pursuant to Article 25 of Bank of Italy/Consob act of 22 February 2008 amended on 24 December 2010) Certifying intermediary ABI CAB Company name Societe Generale Securities Services S.p.A. Participating intermediary if different from the one above ABI Company name Date of request Date Certificate issued Sequential annual number 01/09/ /09/ ddmmyyyy ddmmyyyy ddmmyyyy address VIA XII OTTOBRE 2 city GENOA GE ITALY Upon request of CORDUSIO SIM Holder of the securities: Name MALACALZA INVESTIMENTI S.R.L. Tax/VAT Code Place of birth Date of birth ddmmyyyy Address VIA XII OTTOBRE 2 City 16121GENOVA (GE) ITALY Nationality Financial instruments certified: ISIN code IT Company name BANCA CARIGE Number of financial instruments certified: 146,004,624 Restrictions or annotations on the financial instruments certified date of: filing change extinction ddmmyyyy Type of restriction Beneficiary of the restriction (company name, tax code, place and date of birth, address and town of residence or head office)

5 This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail. Reference date Expiry of validity 01/09/ /09/2017 ddmmyyyy ddmmyyyy Notes OWNERSHIP CERTIFICATE Intermediary s signature CORDUSIO SIM S.p.A. Milan Head Office A company of the Unicredit Group Via San Protaso Milano V.A.T. no SOCIETE GENERALE Securities Service S.p.A. [Matteo Draghetti] SGSS S.p.A. Registered office Via Benigno Crespi, 19/A Milan Italy tel Fax Share Capital: 111,309, fully paid in. Banks Register no Company subject to the Direction and Coordination of Société Générale S.A. Milan Register of Companies, tax code and VAT number , Member of the Italian Interbank Deposit Protection Fund Registered Office Via Dodici Ottobre Genoa Share capital EUR 2,000, fully paid-in Tax Code / VAT and Genoa Companies' Register number

6 ANNEX 2 EXPLANATORY REPORT DRAFTED BY MALACALZA INVESTIMENTI PURSUANT TO ART. 154-BIS, PARAGRAPH 4 OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 (THE "CONSOLIDATED LAW ON FINANCE") ON THE ALTERNATIVE PROPOSAL FOR RESOLUTION CONCERNING ITEM 1) ON THE AGENDA OF THE EXTRAORDINARY SESSION OF THE BANK S SHAREHOLDERS' MEETING CONVENED FOR 28 SEPTEMBER 2017 Dear Shareholders, With the Notice of Call published on 25 August 2017, the ordinary and extraordinary Shareholders Meeting (the Meeting ) of Banca Carige S.p.A. ("Banca Carige" or the "Bank") was convened in one call for 28 September 2017 at 10:30 a.m., at the Centro Congressi Magazzini del Cotone, Area Porto Antico, Sala Maestrale, Via ai Magazzini del Cotone 59, Genoa, to discuss and resolve upon the following agenda Ordinary session: 1) Re-approval of the Financial Statements as at 31 December 2013, subject to prior revocation of the resolution adopted by the Shareholders' Meeting of 30 April 2014, and new disclosure of the Financial Statements as at 31 December 2013, to an extent limited to a financial disclosure integration in compliance with IAS 8, with all the remaining parts of the foregoing financial statements being unchanged 2) Appointment of Directors Extraordinary session: 1) Proposal to delegate to the Board of Directors, pursuant to art of the Italian Civil Code, the power - to be exercised by not later than 31 December 2017 to increase the share capital for consideration, in divisible form, with a right of option or, subordinately, in indivisible form and/or with exclusion or limitation of the right of option, under art. 2441, para. 5 of the Italian Civil Code, at one or more times and in one or more tranches, by issuing new ordinary shares, with no indication of par value and regular dividend entitlement, by an overall amount of up to EUR 560 million (inclusive of share premium, if any), of which one tranche of up to EUR 60 million (inclusive of share premium, if any) may possibly be reserved for persons taking part in a potential liability management transaction. Amendment to art. 5 of the Articles of Association. Related and ensuing resolutions (hereinafter the Agenda ). With a press release published on its website on 31 August 2017 (the Press Release ), the Bank stated, among other things, that Banca Carige s Board of Directors (the Board of Directors ): (i) finalised the Directors Report for the extraordinary Shareholders' Meeting (convened for 28 September 2017) concerning the proposal for delegation of powers to the Board of Directors for the purpose of increasing the share capital. The Report will be made available to the public by 7 September 2017 ; and

7 This document is a courtesy translation from Italian into English. In case of any inconsistency between the two versions, the Italian original version shall prevail. (ii) confirmed its decision to preferably increase share capital for consideration, in divisible form and with inclusion of the right of option (except for the tranche possibly to be reserved for persons taking part in a potential liability management transaction). The proposal for wider delegated powers includes the possibility for the Board of Directors, subject to prior review and approval, to proceed otherwise as may become appropriate, should the causes specifically identified in the Directors Report occur. Today, the undersigned shareholder of the Bank, Malacalza Investimenti S.r.l. ("Malacalza Investimenti"), meeting the requirements set out by law, in the person of its Chief Executive Officer, Mr Mattia Malacalza submitted pursuant to art bis of the Consolidated Law on Finance, its own proposal for resolution concerning item 1) on the agenda of the Extraordinary session of the Shareholders Meeting (described in detail in the request under article 126-bis, para 1 of the Consolidated Law on Finance), as an alternative to the Board of Directors Proposal (the Board of Directors Proposal"). The present report, constituting Annex 2 to the request under article 126-bis, para. 1 of the Consolidated Law on Finance, is intended to explain on the terms and for the purposes of article 126-bis, para. 4 of the Consolidated Law on Finance, the reasons behind the alternative Meeting resolution proposed by Malacalza Investimenti (the "Malacalza Investimenti Proposal") concerning item 1) on the Agenda (extraordinary session). *** As a preliminary remark, it is appropriate to mention that Malacalza Investimenti is absolutely in favour of the capital increase with inclusion of the right of option proposed under item 1) on the Agenda (extraordinary session) for the Meeting convened for 28 September 2017, which is aimed at implementing the capital strengthening plan required in preparation for the completion of the Carige Group s de-risking process as most recently announced in the press release issued by the Bank on 3 July Without prejudice to the above, for the reasons described below, the Malacalza Investimenti Proposal is mainly designed to reverberate positively on the Bank's capability to raise capital and allow all existing shareholders to have their interest served of a higher degree of protection for their investments. Furthermore, it must be clarified that the Malacalza Investimenti Proposal is carefully drafted so as to take into account the fact that the current wording of the Board of Directors Proposal has been submitted to the competent supervisory authorities and integration of the authorisations, if any, is necessary, can be easily obtained by the Bank given the similar ends and means shared by the Malacalza Investimenti Proposal and the Board of Directors Proposal. In line with the above, therefore, the Malacalza Investimenti Proposal does not contemplate any change in the estimates concerning the timing, amounts and possible liability management transaction set out in the Board of Directors Proposal, but rather identifies capital increase in divisible form as the only way for strengthening the Bank s capital, while safeguarding the right of option to which shareholders are entitled, with the exception of the potential liability management transaction for which it would obviously be necessary to exclude the right of option. As a matter of fact, the Malacalza Investimenti Proposal: (i) keeps the framework of the Board of Registered Office Via Dodici Ottobre Genoa Share capital EUR 2,000, fully paid-in Tax Code / VAT and Genoa Companies' Register number

8 Directors Proposal unchanged in terms of the hypothesis of a share capital increase with inclusion of the rights of option and exclusion of the right of option only in relation to the tranche possibly reserved for persons taking part in a potential liability management transaction, and (ii) proposes to remove the alternative and totally undetermined scenario which envisages, at the full discretion of the Board of Directors, the exclusion of the right of option for the entire capital increase transaction. As emerges from the Press Release, the Board of Directors - in line with the Malacalza Investimenti Proposal - has confirmed its decision to preferably increase the share capital for consideration, in divisible form and with recognition of an option right (except for the tranche possibly to be reserved for persons taking part in a potential liability management transaction). As is known -and evidently de facto agreed upon by the Board of Directors-, only such scenario: (i) would allow all current shareholders to satisfy their long-term interest of achieving the desired improvement in the Bank's capital and financial position as a result of the capital increase, and (ii) would contribute to enhancing market trust in both the Bank and its Management. By contrast, excluding the right of option would nullify the sacrifices made by the shareholders with the risk of significantly diluting the shareholdings of the Bank s existing shareholders, without them being granted the full possibility of subscribing for the capital increase and possibly subscribing for any potential shares remaining unsubscribed by other shareholders. Such a decision would presumably be perceived negatively not only by the Bank s shareholders but also by the market, which is less prone to invest in a Bank which does not care for the protection of the long-term investment of its shareholders and which, in its need to raise capital, remains insensitive to those who supported the Bank in the past and might still be willing to do so. Adopting a resolution consistent with the Malacalza Investimenti Proposal would also have the advantage of not engendering in the market the conviction that shareholders are leaving the Bank and of a misalignment with the Board of Directors, which may possibly have led the latter to propose a capital increase with no rights of option fearing that, otherwise, the rights of option would be exercised by the shareholders only to a marginal extent. The Bank's recent capital increase transactions received strong support from the shareholders: in 2014, the rights of option were exercised for subscription of 99.9% of the total of new shares offered, for an overall amount of EUR 798,170,398.20; in 2015 the rights of option were exercised for the subscription of 99.83% of the total of new shares offered, for an overall amount of EUR 848,228, This empirical data allows to be reasonably optimistic about obtaining the Meeting's support for the share capital increase with inclusion of the rights of option as illustrated in both the Board of Directors Proposal and the Malacalza Investimenti Proposal. In conclusion, the undersigned shareholder is of the opinion that the wording of the Malacalza Investimenti Proposal, although essentially in line with the Board of Directors Proposal, will foster a broad consensus on the planned recapitalisation across shareholders at the Meeting and, desirably, from the market. *** Now therefore, the shareholder, Malacalza Investimenti invites the Bank s shareholders to vote for the Malacalza Investimenti Proposal set out in the request pursuant to art. 126-bis, para. 1. of the Consolidated Law on Finance.