PROSPECTUS VOTING PROXY SOLICITATION. PROMOTER and ISSUER PARTY IN CHARGE OF SOLICITATION AND PROXY COLLECTION

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1 PROSPECTUS VOTING PROXY SOLICITATION to solicit voting proxies for the special general meeting of holders of bonds comprising the loan Banca CARIGE 4.75% convertible bond with the option of redemption in shares ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") called at the registered office, meeting room 3rd floor, Via David Chiossone 3, Genoa, for 13 February 2012 at 4:30 p.m. on first call and, if necessary, on 14 February 2012 at 3:30 p.m. on second call, with the procedures and within the terms set forth in the notice of call published on the Company's website on 13 January 2012 and in the daily newspaper "Il Sole 24 Ore" on 14 January PROMOTER and ISSUER PARTY IN CHARGE OF SOLICITATION AND PROXY COLLECTION For information, please call this toll-free number from Monday to Friday, 9:00 a.m. to 6:00 p.m. or go to the website: This proxy solicitation is carried out on a voluntary basis in the forms pursuant to articles 136 et seq. of Legislative Decree no. 58 of 24 February 1998, as well as articles 135 et seq. of Consob regulation no of 14 May 1999, as amended (Issuers' Regulation), as applicable. The Italian text is the only legally binding version on which investors can rely (i) in respect of any decision regarding an investment in the Notes and (ii) in respect of the interpretation of the characteristics of the Notes themselves. Such Italian text will prevail over the English translation in the event of conflict.

2 Contents FOREWORD... 1 SECTION I - Information on the Issuer and the Meeting Name and registered office of the Issuer Day, time and place of the Meeting Agenda topics List of documentation prepared by the Issuer and website on which that documentation is available 3 SECTION II - Promoter Information Name and legal status of the Promoter Registered office Holders of significant equity investments and parties which, also jointly, control the Promoter. Description of the content of any shareholders' agreements regarding the same company Business description Number and categories of Issuer securities held by the Promoter and by companies (parent companies, subsidiaries and/or companies subject to joint control) pertaining to the Promoter's group, specifying the security held and its relative percentage of the share capital. Securities affording the right to vote Constitution of usufruct or pledge on Issuer securities or stipulation of loan or repurchase agreements on those securities Assuming financial positions through derivative instruments or contracts with the Issuer's securities as the underlying asset Conflict of interests set forth by article 135-decies of the TUF, as well as any other direct or indirect conflict of interests between the Promoter and the Issuer, specifying the subject and extent of those interests Any loans received to promote the solicitation Replacement... 8 SECTION III - Voting information... 9

3 1. Specific resolution proposals or any recommendations, statements or other indications which are intended to accompany the request to grant proxy Analytical indication of the reasons for which the Promoter proposes the exercise of voting rights in the manner set forth in the prospectus and in the proxy form. Any programmes on the Issuer related to the solicitation Any intention of the Promoter to exercise the vote only if the proxy is issued in compliance with the proposals specified in point 1 of this section Any other information required to enable the solicited party to make an informed decision in terms of granting the proxy SECTION IV - Information on issuing and withdrawing the proxy Statements of responsibility Annex A - Amendments to the Loan regulation Annex B - Proxy solicitation form... 17

4 FOREWORD This voting proxy solicitation is promoted by Banca CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia (hereinafter, "Bank", "Carige", "Promoter" or "Issuer") with the support of Proxitalia S.r.l. ("Proxitalia") for the collection of voting proxies, and is aimed at the general public of holders of the bond loan "Banca CARIGE 4.75% convertible bond with the option of redemption in shares" ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") (the "POC", the "Loan" or the "Bond Loan") in view of the special general meeting of holders of bonds comprising the Loan, called at the registered office, meeting room 3rd floor, on Via David Chiossone 3, Genoa, on 13 February 2012 at 4:30 p.m. on first call and, if necessary on 14 February 2012 at 3:30 p.m. on second call, with the procedures and within the terms set forth in the notice of call published on the Company's website on 13 January 2012, with the following agenda: 1) Approval pursuant to art. 2415, subsection 1, no. 2) of the Italian Civil Code, of the amendment of the conditions of the bond loan "Banca CARIGE 4.75% convertible bond with the option of redemption in shares" ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") as a result of the resolution of the Banca CARIGE S.p.A. Shareholders Meeting called for 13 February 2012 at 10:30 a.m. in a single call, in relation to the topics pursuant to point 2 of the extraordinary meeting agenda, including the following literal content: "Pursuant to article 2443 of the Italian Civil Code, assignment to the Board of Directors of the power to increase the number of newly issued shares connected with the Loan Banca CARIGE 4.75% convertible bond with the option of redemption in shares" ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") up to a maximum of 450,000,000 ordinary shares: consequent amendment of new art. 5 of the Articles of Association". *** This proxy solicitation is carried out on a voluntary basis in the forms pursuant to articles 136 et seq. of Legislative Decree no. 58 of 24 February 1998 ("TUF"), as well as articles 135 et seq. of the Consob regulation no of 14 May 1999, as amended ("Issuers' Regulation"), as applicable. 1

5 SECTION I - Information on the Issuer and the Meeting 1. Name and registered office of the Issuer The issuer of the POC bonds (the "Bonds") for which the granting of a proxy is requested is Banca CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia, parent bank of the Banca CARIGE banking group ("Group"). Carige was established in Italy as a joint stock company following the contribution of the bank by Cassa di Risparmio di Genova e Imperia, with which it is therefore linked by ties of continuity, and operates on the basis of Italian law. Its registered office and General Management are located in Genoa on Via Cassa di Risparmio 15, and it has a share capital of 1,790,392,425, fully paid-in. The Bank is registered in the Banking Register and in the Registry of Banking Groups as the parent bank of the Banca CARIGE banking group at number and is registered in the Genoa Register of Companies, VAT no. and tax code no Day, time and place of the Meeting The special general meeting of holders of bonds comprising the bond loan is called at the registered office, meeting room 3rd floor, Via David Chiossone 3, Genoa, on 13 February 2012 at 4:30 p.m. on first call and, if necessary, on 14 February 2012 at 3:30 p.m. on second call, with the procedures and within the terms set forth in the notice of call published on the Company s website on 13 January Agenda topics The Bondholders' Meeting Agenda, reported in the notice of call, published on the Issuer's website on 13 January 2012 and in the daily newspaper "Il Sole 24 Ore" on 14 January 2012, is: Approval pursuant to art. 2415, subsection 1, no. 2) of the Italian Civil Code, of the amendment of the conditions of the bond loan "Banca CARIGE 4.75% convertible bond with the option of redemption in shares" ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") as a result of the resolution of the Banca CARIGE S.p.A. Shareholders Meeting called for 13 February 2012 at 10:30 a.m. in a single call, in relation to the topics pursuant to point 2 of the extraordinary meeting agenda, including the following literal content: "Pursuant to article 2443 of the Italian Civil Code, assignment to the Board of Directors of the power to increase the number of newly issued shares connected with the Loan Banca CARIGE 4.75% convertible bond with the option of redemption in shares" ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") up to a maximum of 450,000,000 ordinary shares: consequent amendment of new art. 5 of the Articles of Association" 2

6 4. List of documentation prepared by the Issuer and website on which that documentation is available The following documents are publicly available at the Bank's registered office (in Genoa, Via Cassa di Risparmio 15, General Secretary) and at the market management company (Borsa Italiana S.p.A., registered office in Milan, Piazza degli Affari 6), as well as on the Issuer's website in the Corporate Governance - Bondholders' Meetings section: 1) Bondholders' Meeting Notice of Call 2) Form which Bondholders are entitled to use for proxy voting 3) Form which Bondholders are entitled to use to grant proxy to the representative appointed by the Bank pursuant to article 135-undecies of the TUF 4) Board of Directors' explanatory report on the only point of the Bondholders' Meeting Agenda, with the complete text of the resolution proposal 5) Notice of proxy solicitation promoted by the Bank 6) Voting proxy solicitation prospectus 7) Proxy solicitation form Bondholders are entitled to view all deeds lodged at the Issuer's registered office regarding Meetings already called, and to obtain a copy thereof at their own expense. 3

7 SECTION II - Promoter Information 1. Name and legal status of the Promoter The party which intends to promote the voting proxy solicitation is Banca CARIGE S.p.A., the company issuing the Bonds ("Promoter"). The Promoter intends to rely on the support of Proxitalia S.r.l. ("Proxitalia ) to collect voting proxies. This company offers consulting and shareholder communications and proxy voting services to listed companies in the Italian market, and is specialised in soliciting voting and representation proxies for the General Meetings of joint stock companies. Once the voting proxies are collected, the Promoter (or its sub-delegate(s)) shall represent one or more bondholders and be responsible for voicing their interests during the general meeting. The delegating party may be either a small bondholder or an institutional investor. 2. Registered office Please see Section I, Paragraph 1, above, for information concerning Carige. 3. Holders of significant equity investments and parties which, also jointly, control the Promoter. Description of the content of any shareholders' agreements regarding the same company As of the date of this prospectus, on the basis of the register of shareholders, notifications received in accordance with law and other information available, the parties holding investments of over 2% of Carige's share capital are: Shareholder Number of shares Share Fondazione Cassa di Risparmio di Genova e Imperia 883,709, % BPCE IOM 239,060, % As of the date of this prospectus, there are no natural or legal persons who control the Promoter pursuant to art. 93 of the TUF and there are no agreements impacting the Issuer's control structure. Please note that on 21 October 2008, the parties set forth below subscribed a shareholders' agreement pursuant to article 122 of the TUF, involving 68,396,454 of the Company's ordinary shares, totalling 4.23% of the ordinary share capital. The agreement's duration is three years, after which, unless a withdrawal is sent three months in advance via registered letter with return receipt to the domicile elected by the participants, the agreement shall be understood as tacitly renewed for another three years. Since none of the Participants received a withdrawal as of 21 July 2011, the Agreement is understood as automatically renewed for another three years as of 21 October 2011, and therefore until 21 October The Agreement may not be renewed at the end of the second three-year period expiring on 21 October

8 The table below shows the parties to the shareholders' agreement, as well as the Company's ordinary shares held thereby, last updated on 31 December 2011 (as in the notice published in the daily newspaper "Milano Finanza" on 3 January 2012). Shareholder Number of shares % of share capital % of total of the syndicated shares Coop Liguria s.c.c. 2,879, % 4.21% Talea Società di Gestione Immobiliare s.p.a. 24,000, % 35.09% Gefip Holding s.a. 19,000, % 27.78% Finanziaria di Partecipazioni e Investimenti s.p.a. 9,000, % 13.16% Coopsette s.c.p.a. 4,478, % 6.55% Mr. Alberto Berneschi 2,356, % 3.45% Mr. Cesare Ponti 1,650, % 2.41% Genuensis Immobiliare s.p.a. 550, % 0.80% Genuensis di Revisione s.p.a. 50, % 0.07% Immobiliare Ardo s.s. 600, % 0.88% G.F. Group s.p.a. 3,272, % 4.78% Mr. Giuseppe Anfossi 559, % 0.82% Total participants 68,396, % 100% For the entire duration of the agreement, the participants commit to: i) after consulting with the Bank's shareholders' association, if applicable, jointly presenting a list to renew the Bank's Board of Directors, required by 30 April 2009, specifying that the candidates, of which there must be at least three and no more than six, shall be nominated in progressive order on the list by participants which hold at least 1% of the ordinary share capital. When the agreement was first applied, in consideration of the ordinary share capital investments, it was established that the nominations would be made as follows if six candidates were listed: one name indicated by Coop Liguria and Talea jointly, one by Gefip Holding, four by mutual consent amongst all participants; 5

9 ii) submitting a list to renew the Bank's Board of Statutory Auditors, required by 30 April 2011, specifying that the list for the renewal of the Board of Statutory Auditors should set forth at least two candidates by mutual consent and that the first name on the list shall be nominated by Coop Liguria-Talea jointly; iii) with reference to the shares restricted by the agreement, voting in favour of the list of candidates submitted jointly to renew the Board of Directors and the Bank's Board of Statutory Auditors. The participants also have the reciprocal pre-emption right for the entire quantity of shares offered preemptively if each of the agreement's participants intends to dispose of its shares, excluding transfers in favour of subsidiaries, parent banks and companies subject to joint control. The shares may be pledged if the granter of the pledge retains the right to vote. 4. Business description The business purpose of Carige, parent bank of the Banca CARIGE banking group, is banking and, specifically, for example but not limited to: a) the collection of savings from the public and granting credit in its various forms; b) activities benefitting from mutual recognition, pursuant to article 1, subsection 2, letter f) of Legislative Decree no. 385 of 1 September 1993; c) general financing activities governed by specific laws, including therein facilitated financing; d) loans backed by security, taking on concessions for tax collection services and treasury and cash services; e) establishing and managing supplementary pension plans, pursuant to Legislative Decree no. 124 of 21 April 1993, as amended and supplemented; f) issue of bonds in compliance with legislative definitions and provisions in force. To best achieve its business purpose, the Company may implement any related and/or connected activity and any financial, moveable property and real estate transaction in support of achieving it, including therein the acquisition of equity investments. Carige's mission is to be the parent bank of a banking, financial, welfare and insurance conglomerate with the following characteristics: - national, with a hub in Liguria, but with significant operating structures throughout Italy, where it is characterised by particular focus on the development of relations with local entities (multi-localism); - retail, focused on households, small and medium sized enterprise, craftsman and merchant segments and local public entities; - universal, in terms of the range of products and services offered, in relation to both deposits and loans; - multi-channel, able to rely on a distribution system comprising various, integrated channels (physical, remote, mobile); 6

10 - aggregating centre for other small and medium sized banks, with specific features as regards locations, structures and management. 5. Number and categories of Issuer securities held by the Promoter and by companies (parent companies, subsidiaries and/or companies subject to joint control) pertaining to the Promoter's group, specifying the security held and its relative percentage of the share capital. Securities affording the right to vote. Banca Carige ordinary shares: At the date of this prospectus, Carige holds a portfolio that contains 44 old shares with nominal values of Lire 10 thousand, equivalent to 228 current ordinary shares, for which the right to vote is suspended pursuant to art ter of the Italian Civil Code. The presence of those shares is generated by the conversion of the share capital into EUR, resolved by the extraordinary shareholders' meeting of 6 December 2001, and the consequent transaction fragmenting the share capital: in fact, to date 6 nondematerialised ordinary shares have not been submitted for conversion, and therefore it is not possible to satisfy the requirements set forth by the aforementioned resolution, which can only be enacted on a minimum of 50 shares. None of Carige's subsidiaries holds shares of the Issuer. "Banca CARIGE 4.75% convertible bond with the option of redemption in shares" ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") loan bonds: Neither Carige nor any Group company holds POC bonds. 6. Constitution of usufruct or pledge on Issuer securities or stipulation of loan or repurchase agreements on those securities Carige has not constituted usufruct or pledge or stipulated repurchase agreements on its own shares and/or bonds. 7. Assuming financial positions through derivative instruments or contracts with the Issuer's securities as the underlying asset Neither Carige nor any Group company have assumed financial positions through derivative instruments or contracts with the Issuer's shares and bonds as the underlying asset. 8. Conflict of interests set forth by article 135-decies of the TUF, as well as any other direct or indirect conflict of interests between the Promoter and the Issuer, specifying the subject and extent of those interests The Promoter, i.e., the party that intends to promote the voting proxy solicitation, is Carige, which is also the Issuer of the bonds for which the granting of voting proxies is requested. 7

11 As a result of the fact that one party is both Promoter and Issuer: - pursuant to art. 137, subsection 3, of the Issuers' Regulation, the Promoter may not exercise the vote in a manner which is not compliant with the instructions received if there are significant circumstances, unknown when the proxy was issued and which cannot be communicated to the party from whom the proxy was requested, which cause the Promoter to reasonably deem that the same would have provided approval if it had been aware of them, or in the event of amendments or supplements to the resolution proposals submitted for the general meeting's approval; - pursuant to article 138, subsection 2, of the Issuers' Regulation, the Promoter is required to exercise the vote also in a manner which is not compliant with its own proposal, but compliant with the voting instructions; - pursuant to art. 138, subsection 4, of the Issuers Regulation, in the situation set forth in subsection 2, the Promoter may not vote in a manner which is not compliant with the instructions received if there are significant circumstances, unknown when the proxy was issued and which cannot be communicated to the party which granted the proxy, which cause the Promoter to reasonably deem that the same would have provided approval if it had been aware of them, or in the event of amendments or supplements to the resolution proposals submitted for the general meeting's approval. 9. Any loans received to promote the solicitation The Promoter has not received any loans to promote this proxy solicitation. 10. Replacement For the purposes of exercising the proxy to which this solicitation refers, the Promoter hereby reserves the right to be replaced by one of the following parties: - Gian Marco Pioppo, born in Rome on 17 August 1970, tax code PPPGMR70M17H501F - Fabio Bianconi, born in Urbino on 14 May 1980, tax code BNCFBA80E14L500I - Renato Di Vizia, born in Capaccio (SA) on 26 August 1970, tax code DVZRNT70M26B644G - Monica Cempella, born in Civitavecchia (Rome) on 27 September 1977, tax code CMPMNC77P67C773H 8

12 SECTION III - Voting information 1. Specific resolution proposals or any recommendations, statements or other indications which are intended to accompany the request to grant proxy The Promoter intends to solicit proxies with reference to the only agenda topic "Approval pursuant to art. 2415, subsection 1, no. 2) of the Italian Civil Code, of the amendment of the conditions of the bond loan "Banca CARIGE 4.75% convertible bond with the option of redemption in shares" ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") as a result of the resolution of the Banca CARIGE S.p.A. Shareholders Meeting called for Monday 13 February 2012 at 10:30 a.m. in a single call, in relation to the topics pursuant to point 2 of the extraordinary meeting agenda, including the following literal content: "Pursuant to article 2443 of the Italian Civil Code, assignment to the Board of Directors of the power to increase the number of newly issued shares connected with the Loan Banca CARIGE 4.75% convertible bond with the option of redemption in shares" ("Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni") up to a maximum of 450,000,000 ordinary shares: consequent amendment of new art. 5 of the Articles of Association" and proposes a favourable vote on the resolution proposal contained in the Board of Directors' report to the meeting, including the following literal content: "pursuant to art. 2415, subsection 1, no. 2) of the Italian Civil Code, to approve the amendments to the conditions of the loan 'Banca CARIGE 4.75% convertible bond with the option of redemption in shares' ('Banca CARIGE 4,75% convertibile con facoltà di rimborso in azioni'), as set forth in the new relative Regulation, in the text included in the Board of Directors' report to the bondholders' meeting, annexed to the minutes thereof, thereby satisfying the condition of effectiveness of the cited extraordinary shareholders' meeting resolution". 2. Analytical indication of the reasons for which the Promoter proposes the exercise of voting rights in the manner set forth in the prospectus and in the proxy form. Any programmes on the Issuer related to the solicitation The POC bonds were issued in a context characterised by significant financial tensions and in a particularly difficult economic scenario. Moreover, the Loan, fully successfully placed, enabled Carige to make use of a flexible instrument able to contribute to strengthening the Group's capital and, at the same time, financial resources which were usefully employed to support Group operations. Within a phenomenon of unprecedented intensity, with a completely unforeseeable duration and expanse, the cyclical economic crisis and the negative performance of financial markets went through another period of intense decline. The effects of the crisis on the performance of Carige's share listings, together with the need to ensure the full usability of the Loan as a potential instrument to strengthen the Issuer's capital, suggested the possibility of adjusting the number of shares supporting any conversion and/or early redemption of the Bonds and amending the conditions of early redemption in order to maintain the Loan's capacity to fulfil the purposes for which it was issued. 9

13 As is known, in fact, article 12 of the Loan Regulation assigns the issuer the right to proceed with the full early redemption of the outstanding bonds by handing over ordinary shares and money (where applicable). If, as in this case, the market value of the ordinary shares is lower than the nominal value of the bonds, Carige in any case has the right to carry out the early redemption, providing each bondholder with a number of shares equalling 110% of those that would be due on the basis of the conversion ratio and moreover making use of the monetary component, in order to provide each bondholder with a value which, overall: - equals the nominal value of the Bond increased by a premium of 10%, considering the arithmetic average of the official ordinary share prices during the reference period for early redemption, as defined in the Loan Regulation; - equals at least the Bond's nominal value, considering the official ordinary share price on the early redemption date. As mentioned, the need to maintain the Loan's capacity to fulfil the purposes for which it was issued, that is, to contribute to strengthening the Group's capital, with a view to complying with increasingly strict requirements imposed on banks and banking groups in that sense by the Supervisory Authority, suggested the possibility of amending the early redemption conditions, avoiding or at least limiting recourse to the monetary component, without however reducing the overall value to which each bondholder is entitled. In fact, if (such as in this case) the market value of the shares is lower than the conversion price ( 2.40), the proposed amendment would enable the issuer to proceed with the early redemption of the POC by providing a number of ordinary shares whose market value in the reference period for early redemption, as defined in the Loan Regulation, overall equals the nominal value of the bond increased by a premium of 10%. The amount of underlying shares available for the conversion and/or early redemption, pursuant to the resolution taken by the Board of Directors on 11 February 2010 in exercising the power assigned to it by the extraordinary shareholders' meeting of 3 November 2009, is currently 179,391,579 (net of the conversions which have already taken place), would not allow Carige to fully exercise the rights that it would be afforded by the amendment proposed above and in a manner so as to benefit from the right to redeem the Bonds early by providing the maximum possible number of shares, if the conditions are fulfilled. Therefore, always in order to best pursue the capital strengthening objectives which have characterised the Loan since its issue, the proposed Regulation incorporates the power to increase the number of newly issued POC shares, which could be assigned to the Board of Directors, pursuant to article 2443 of the Italian Civil Code, by the extraordinary shareholders' meeting called for Monday 13 February 2012 at 10:30 a.m. in a single call. 10

14 3. Any intention of the Promoter to exercise the vote only if the proxy is issued in compliance with the proposals specified in point 1 of this section Given that the solicitation of proxies is promoted by the issuer, the same is required to exercise the vote even if the proxy issued is not compliant with its proposals, pursuant to article 138, subsection 2, of the Issuers' Regulation. 4. Any other information required to enable the solicited party to make an informed decision in terms of granting the proxy In order to facilitate understanding of the effects of the proposal to amend the Loan conditions as a consequence of the increase in the number of underlying shares and the inclusion of different manners for determining the redemption value if the early redemption option is exercised, the possible scenarios forecast for bondholders if the Issuer decides to redeem the Bonds early are set forth below. The scenarios below are broken down based on whether the Special General Bondholders' Meeting approves the Loan condition amendment and, therefore, the number of shares underlying the Loan and the manner for determining the redemption value in the event of early redemption remain unvaried. In that regard, please note that the examples provided below were developed assuming that, for the purpose of the early redemption, the ordinary share market value is , calculated as the arithmetic average of the official ordinary share prices in December Please also note that, pursuant to article 12 of the POC Regulation, the share market value which is used for early redemption is determined on the basis of the arithmetic average of the official ordinary share prices in the "reference period for the early redemption", that is, in the period beginning on the third stock market trading day (inclusive) subsequent to the date on which the notice to exercise the early redemption option is published, and ending on the sixth trading day (inclusive) preceding the early redemption date. Moreover, as of today there are 90,325 converted Bonds, for a nominal value of 216, Therefore, there are 163,075,043 remaining Bonds, nominally valued at 391,380, Finally, the foregoing is not and cannot be understood as an expression of the Issuer's decision to exercise the right of early redemption on the outstanding bonds. (a) Scenario if the special bondholders' meeting approves the proposal to amend the Loan's conditions If the special bondholders' meeting approves the proposal to amend the Loan conditions as a result of the increase in the number of shares underlying the Loan and the inclusion of different manners for determining the redemption value if the early redemption option is exercised, the Issuer may satisfy the right of early Bond redemption by providing exclusively ordinary shares to each Bondholder. As shown in the table below, there would be a total of 301,356,652 ordinary shares to be provided to the holders of the remaining 163,075,043 Bonds. 11

15 Maximum number of underlying shares for conversion 450,000,000 Market value of ordinary shares * Shares for redemption ** 301,356, shares for each Bond Share equivalent value *** 430,518, for each Bond Money **** 0 0 for each Bond * equal to the arithmetic average of the official ordinary share prices in December 2011 Total 2.64 ** number of ordinary shares for early redemption is indicated net of conversions which have already taken place *** the equivalent value of the shares corresponds to the amount obtained by multiplying the number of Bonds issued and not settled (163,075,043) by the nominal value of the Bonds ( 2.40) increased by the 10% premium **** the item "Money" includes the adjustment in money and the additional adjustment in cash, as defined in the POC Regulation In the simulations shown above, the effects generated by rounding the number of shares, which shall in any case be carried out according to the provisions of article 12 of the Regulation, were not considered. b) Scenario if the special bondholders meeting does not approve the proposal to amend the Loan's conditions If the special bondholders' meeting does not approve the proposal to amend the Loan conditions, the Issuer may in any case proceed with the full early redemption of the outstanding Bonds by providing ordinary shares and money. As shown in the table below, there would be a total of 179,382,547 ordinary shares to be provided to the holders of the remaining 163,075,043 Bonds, and the money portion would be 174,252,206. Maximum number of underlying shares for conversion * 179,391,579 Market value of ordinary shares ** Shares for redemption *** 179,382,547 Share equivalent value 256,265,907 Money **** 174,252, shares for each Bond for each Bond for each Bond Total

16 * the maximum number underlying shares for the conversion is net of the conversions which have already taken place ** equal to the arithmetic average of the official ordinary share prices in December 2011 *** number of ordinary shares for early redemption is indicated net of conversions which have already taken place **** the item "Money" includes the adjustment in money, the early redemption premium and the additional adjustment in cash, as defined in the POC Regulation In the simulations shown above, the effects generated by rounding the number of shares, which shall in any case be carried out according to the provisions of article 12 of the Regulation, were not considered. 13

17 SECTION IV - Information on issuing and withdrawing the proxy Please note that in order for the proxy to be valid, the proper form must be signed and dated by the party entitled to vote. The form must arrive to the Promoter, directly or via an intermediary, through Proxitalia, by 10 February 2012, in one of the following manners: - by to the address: carige@proxitalia.com - by fax to one of the following numbers: ; ; by post, registered letter, courier or hand delivery to the following address: Proxitalia S.r.l. Gruppo Georgeson Via Emilia, Rome FAO Renato Di Vizia If the proxy is sent via fax or , we recommend that the original be sent to Proxitalia. The proxy form must be accompanied by: (i) for natural persons, a photocopy of their identity card, (ii) for organisations, a photocopy of the certificate issued by the register of companies or the special power of attorney, which indicate the representation powers of the party signing the proxy in the name and on behalf of the organisation. The Promoter shall bear no liability for failure to vote in relation to proxies that arrive subsequent to that date and/or proxies which arrive by the aforementioned deadline but which are not fully legally compliant. The proxy may be withdrawn at any time in a written statement of which the Promoter is informed within the business day prior to the meeting and therefore by 10 February 2012, sent in one of the manners with which it can be granted. The Promoter may not exercise the vote in a manner which is not compliant with the instructions received if there are significant circumstances, unknown when the proxy was issued and which cannot be communicated to the party from whom the proxy was solicited, which cause the Promoter to reasonably deem that the same would have provided approval if it had been aware of them, or in the event of amendments or supplements to the resolution proposals submitted for the general meeting's approval. Please note that the parties entitled to vote and which issue the proxy must ask their intermediary to inform the Issuer of their legitimacy for participating in the Meeting and exercising the right to vote, within the legal and regulatory deadlines: without such notification, the proxy shall be considered null and void. In relation to participation and voting, pursuant to article 83-sexies of the TUF, legitimacy for participating in the meeting and exercising the right to vote is certified through a notification sent by the intermediary to the Issuer, in favour of the party entitled to vote, on the basis of the records related to the end of the accounting day of the seventh trading day prior to the date set for the Meeting (so, 2 February 2012). 14

18 Therefore, only parties which hold bonds on that date (2 February 2012) shall be entitled to participate and vote in the Meeting. 15

19 Statements of responsibility Without prejudice to the information on the agenda topics provided by the Issuer in accordance with laws in force, the Promoter states that the information contained herein and in the proxy form is suitable to enable the solicited party to make an informed decision in relation to granting the proxy. The Promoter is also responsible for the completeness of the information disclosed during the solicitation. When this prospectus was disclosed to the solicitation's addressees, it was also transmitted to Consob. Genoa, 16 January 2012 Banca CARIGE S.p.A. The Chairman (Mr. Giovanni Berneschi) 16

20 Annex A - Amendments to the Loan regulation 17

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42 Annex B - Proxy solicitation form 39

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