To Banca CARIGE S.p.A. Cassa di Risparmio di Genova e Imperia Via Cassa di Risparmio, GENOVA (GE) Paris, 7 April 2009

Transcription

1 To Banca CARIGE S.p.A. Cassa di Risparmio di Genova e Imperia Via Cassa di Risparmio, GENOVA (GE) Paris, 7 April 2009 Presentation of a list of candidates for appointment as Director of CARIGE S.p.A. The Shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance, represented to all intents and purposes by Alain Lemaire, in his quality as General Manager, and holder of a total of no. 242,060,434 ordinary shares or % of the ordinary share capital, with regard to the appointment to the Board of Directors of CARIGE S.p.A., tabled for a first ordinary Shareholders' Meeting to be held on 29/4/2009, or, if needed, for a second Meeting to be held on 30/4/2009, hereby presents, pursuant to article 18 of the Articles of Association, the following list of candidates for appointment to a Directorship at CARIGE S.p.A.: Progressive number Surname and name Place and date of birth 1 LEMAIRE Alain St Germain en Laye (France) 05/03/ PAINTENDRE Jean-Marie Boulogne Billancourt (France)04/05/ PESCIONE Guido Catania (Italy) 10/11/ BONNAUD Jean-JACQUES Tien-Tsin (China) 09/07/ CASTELBARCO ALBANI Cesare Milan (Italy) 20/12/1952

2 Pursuant to the terms and conditions of the aforementioned article 18 of the Articles of Association and to current enacted law, and furthermore to the terms set out in the letter of notification to attend the Meeting, the following documents are hereby deposited: a) declarations made by each individual candidate wherein they accept their candidacy and certify both that they meet the requirements necessary for covering the office and that there are no reasons banning them from election or making them incompatible for office, in addition to a declaration that they meet the independence requirements set out in both Section 148, paragraph 3 of legislative decree no. 58/1998 and the Code of Conduct for Listed Companies, to which the Bank is a signatory; b) the curricula of each and every candidate, providing full and detailed, personal and professional information; c) certificates issued by an authorised intermediary, documenting the number of shares held by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance. Yours sincerely,

3 To Banca CARIGE S.p.A. Cassa di Risparmio di Genova e Imperia Via Cassa di Risparmio, GENOVA (GE) The undersigned Alain Lemaire, born in Saint Germain en Laye (France), on , tax code LMRLJN50CO5Z110X, domiciled in Paris (France) 68 Avenue des Gobelins, with regard to his candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented in the list sent by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance, with reference to his appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29 April 2009 or, if necessary, at a second Meeting on 30 April 2009, under his own responsibility, hereby declares that he wishes to accept candidacy for office as proposed by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance; that there are no reasons barring him from election or making him incompatible with office, and additionally that he meets the independence requirements set out in Ministerial Decree dated 18 March 1998, no. 161 (Respectability and Professionalism Regulations for Bank Directors and reasons for their exclusion), pursuant to Section 26 of Legislative Decree no. 385, dated 1 September 1993, in addition to the respectability requirements set out in Ministerial Decree dated 30 March 2000, no. 162 (Respectability and Professionalism Regulations for Auditors in Companies on the Stock Exchange, to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24 February 1998), pursuant to section 147-quinquies of Legislative Decree 58/1998;

4 CURRICULUM VITAE Alain Jean Pierre LEMAIRE Personal details Born in Saint Germain-en-Laye (France) on 5/3/1950 Resident in Paris (France), 68 Avenue des Gobelins Tax Code LMRLJN50CO5Z110X Academic and professional qualifications Bachelor in Public Law, Ecole Nationale des Impóts ENA Manager since 1991 Experience to date Banca CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia Director since 15/12/2008 Director-General and Member of Executive Board at CNCE (Caisse Nationale des Caisses d Epargne et de Prévoyance, Paris) since 19/10/2008 (1) Chairman of the Executive Board at Caisse d'epargne Provence Alpes Corse of Marseilles since 2002 (2) Member of the Paris ANF Surveillance Council Director of the Marseille Amenagement, Marseilles Director of SCF Py & Rotya, Paris Chairman of the Surveillance Council, SOCFIM, Paris Auditor, Yunus Movie Project Partners, Paris Previous work experience Chairman, Crédit Foncier Banque from 1999 to 2002 Director-General and Member of Executive Board at Crédit Foncier de France from 1999 to 2002 Member of Executive Board at CENCEP from 1997 to 1999 Member of the Executive Committee and Director of Savings Funds at Caisse des Dépóts et Consignations from 1993 to 1997 Member of the Executive Board at Crédit Local de France from 1991 to 1993 Regional director at Ile de France for the Caisse des Dépóts et Consignations et Crédit Local de France from 1988 and 1991 Paris, 7 April 2009 (1) While Director-General and Member of Executive Board at CNCE other positions were held in the Group s subsidiaries and sister companies (2) While Chairman of the Executive Board at CEPAC other positions were held in the company s subsidiaries and sister companies.

5 To Banca CARIGE S.p.A. Cassa di Risparmio di Genova e Imperia Via Cassa di Risparmio, GENOVA (GE) The undersigned Jean-Marie Paintendre, born in Boulogne Billancourt (France), on , tax code PNTJMR48E04Z110G, domiciled in Paris (France), 12 rue de Tournon, with regard to his candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented in the list sent by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance, with reference to his appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29 April 2009 or, if necessary, at a second Meeting on 30 April 2009, under his own responsibility, hereby declares that he wishes to accept candidacy for office as proposed by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance; that there are no reasons barring him from election or making him incompatible with office, and additionally that he meets the independence requirements set out in Ministerial Decree dated 18 March 1998, no. 161 (Respectability and Professionalism Regulations for Bank Directors and reasons for their exclusion), pursuant to Section 26 of Legislative Decree no. 385, dated 1 September 1993, in addition to the respectability requirements set out in Ministerial Decree dated 30 March 2000, no. 162 (Respectability and Professionalism Regulations for Auditors in Companies on the Stock Exchange, to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24 February 1998), pursuant to section 147-quinquies of Legislative Decree 58/1997; Yours sincerely, Paris, 7 April 2009

6 CURRICULUM VITAE Jean-Marie PAINTENDRE Personal details Born in Boulogne Billancourt (France) on 4/5/1948 Resident in rue de Tournon Paris Office: 50 avenue Pierre Mendés France Paris Cedex 13 Tax code: PNTJMR48E04Z110G Academic and professional qualifications Conseiller du Commerce Extérieur de la France ESSEC high school Current occupation Director at Banca CARIGE S.p.A. since 20/4/2006 Director at Banca Cesare Ponti S.p.A. since 24/4/2007 Director at Creditis Servizi Finanziari S.p.A. since 28/4/2008 Directeur International Groupe Caisse Nationale des Caisses d'epargne et de Prévoyance (1) Director at Eurizon Vita S.p.A., Turin Previous work experience Vice President of Carige Asset Management SGF S.p.A. from February 2005 to December 2007, Director since July 2003 Eulia (Holding CD / CNCE) - Directeur des Partenariats Stratégiques Délégué aux affaires internationales of CDC Banquier Conseil de CDC IXIS Cie de CIC et de l'union Eurpéenne - Directeur Adjoint de la Direction Internationale from 1972 to 1988 Cie de CIC et de l'union Eurpéenne - Directeur du département des financements exports from 1972 to 1988 Paris, 07/04/2009 (1) While holding office at the CNCE group, other positions were held in the Group s subsidiaries and sister companies

7 To Banca CARIGE S.p.A. Cassa di Risparmio di Genova e Imperia Via Cassa di Risparmio, GENOVA (GE) The undersigned, Guido Pescione, born in Catania on , tax code PSCGDU56S10C351C, domiciled in Milan, Via Lorenzo Mascheroni 23, with regard to his candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented in the list sent by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance, with reference to his appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29 April 2009 or, if necessary, at a second Meeting on 30 April 2009, under his own responsibility, hereby declares that he wishes to accept candidacy for office as proposed by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance; that there are no reasons barring him from election or making him incompatible with office, and additionally that he meets the independence requirements set out in Ministerial Decree dated 18 March 1998, no. 161 (Respectability and Professionalism Regulations for Bank Directors and reasons for their exclusion), pursuant to Section 26 of Legislative Decree no. 385, dated 1 September 1993, in addition to the respectability requirements set out in Ministerial Decree dated 30 March 2000, no. 162 (Respectability and Professionalism Regulations for Auditors in Companies on the Stock Exchange, to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24 February 1998), pursuant to section 147-quinquies of Legislative Decree 58/1998; Yours sincerely,

8 CURRICULUM VITAE Guido Pescione Personal details Born in Catania on Resident in Via Mascheroni, Milan Office in Via Disciplini 3, Milan Tax code: PSCGDU56S10C351C Academic and professional qualifications Bachelor in Economics from the La Sapienza University, Rome Certified Accountant Auditor Current occupation General Director at the Natixis S.A. Italian Branch Director at Coface Assicurazioni S.p.A. from 04/11/08 Director at Coface Italia S.r.l.. from 04/11/08 Previous work experience Managing Director, in charge of Investment Banking and Chairman of the Italy Committee at Barclays Capital Milan from 2001 to 2007 Managing Director - JPMorgan Chase- Investment Banking- Milan from 2000 to 2001 Managing Director - Co-Manager Investment Banking- Chase Manhattan Bank- Milan from 1996 to 1999; Director of the Chemical Bank Rome branch from 1991 to 1996 Milan, 3 April 2009

9 To Banca CARIGE S.p.A. Cassa di Risparmio di Genova e Imperia Via Cassa di Risparmio, GENOVA (GE) The undersigned, Jean-Jacques Bonnaud, born in Tien-Tsin (China) on 09/07/35, tax code BNNJJC35L09Z210E, domiciled in Neuilly sur Seine (France), Rue Parmentier 17, with regard to his candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented in the list sent by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance, with reference to his appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29 April 2009 or, if necessary, at a second Meeting on 30 April 2009, under his own responsibility, hereby declares that he wishes to accept candidacy for office as proposed by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance; that there are no reasons barring him from election or making him incompatible with office, and additionally that he meets the independence requirements set out in Ministerial Decree dated 18 March 1998, no. 161 (Respectability and Professionalism Regulations for Bank Directors and reasons for their exclusion), pursuant to Section 26 of Legislative Decree no. 385, dated 1 September 1993, in addition to the respectability requirements set out in Ministerial Decree dated 30 March 2000, no. 162 (Respectability and Professionalism Regulations for Auditors in Companies on the Stock Exchange, to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24 February 1998), pursuant to section 147-quinquies of Legislative Decree 58/1998; Yours sincerely, (Jean-Jacques Bonnaud)

10 CURRICULUM VITAE Jean - Jacques BONNAUD Personal details Born in Tien - Tsin (China) on 9/7/1935 French nationality Resident in rue Parmentier n. 17, Neuilly - sur - Seine (Paris) Office: CDC, Caisse des dépots et consignations, rue Neuve Tolbiac 26-28, Paris Tax code: BNNJJC35L09Z210E Academic and professional qualifications Degree in Law High school degree in political economics and economics Diploma from the Institute of political studies, Paris ENA - Ecole Nationale d'administration student from 1961 to 1963 Knight of the Legion of Honour and National Order of Merit, Distinguished service cross Experience to date Banca CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia Director since 28/10/99 Director at Creditis Servizi Finanziari S.p.A. since 28/04/08 Honorary Chairman and Director at Eurotrisation, Paris Chairman, Galaxy Fund (Luxembourg) Chairman of Supervisory Committee, Valeur Capital, Paris Director, Altrad S.A. (France) Member of the Surveillance Council, Foncière lnea (France) Previous work experience Vice President, CDC-IXIS Financial Guarantly N. Am. Cabinet Director, Ministry for Industry, Commerce and Craft from 1977 to 1978 Director and Vice President of the Union for corporate real estate loans (UIS) from 1994 to 1996 General Director, National Insurance Group from 1984 to 1994 Chairman of the Board of Directors, National Insurance Group (GAN) from 1994 to 1996 President of the French Federation of Insurance firms International Commission (FFSA) from 1997 to 1998 Manager, CDC - Caisse des Dépots et Consignations Senior Banker at the CDC Banking and Finance Office - France Member of the Economic and Social Board from 1994 to 2000 Numerous positions with government and economic-finance boards Author of numerous publications Parigi,

11 To Banca CARIGE S.p.A. Cassa di Risparmio di Genova e Imperia Via Cassa di Risparmio, GENOVA (GE) The undersigned, Cesare Castelbarco Albani, born in Milan on 20/12/52, tax code LBNCSR52T20F205H, domiciled in Genoa, Piazza dello Zerbino, 3, with regard to his candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented in the list sent by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance, with reference to his appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29 April 2009 or, if necessary, at a second Meeting on 30 April 2009, under his own responsibility, hereby declares that he wishes to accept candidacy for office as proposed by shareholder CNCE - Caisse Nationale des Caisses d'epargne et de Prévoyance; that there are no reasons barring him from election or making him incompatible with office, and additionally that he meets the independence requirements set out in Ministerial Decree dated 18 March 1998, no. 161 (Respectability and Professionalism Regulations for Bank Directors and reasons for their exclusion), pursuant to Section 26 of Legislative Decree no. 385, dated 1 September 1993, in addition to the respectability requirements set out in Ministerial Decree dated 30 March 2000, no. 162 (Respectability and Professionalism Regulations for Auditors in Companies on the Stock Exchange, to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24 February 1998), pursuant to section 147-quinquies of Legislative Decree 58/1998; that he meets the independence requirements set out in Section 148, paragraph 3 of Legislative Decree 58/1998 and the Code of Conduct for Listed Companies promoted by Borsa Italiana S.p.A., as per article 18, paragraph 3 of the Articles of Association. Yours sincerely, Genoa, 7 April 2009

12 CURRICULUM VITAE Cesare CASTELBARCO ALBANI Personal details Born in Milan on Resident in Genoa, Piazza dello Zerbino, 3, Tax code: LBNCSR52T20F205H Academic and professional qualifications Degree in Economics from Genoa University Main responsibilities to date Director at Banca CARIGE S.p.A. since 27/04/07 Director, Erixmar S.r.l., Genoa, since April 2008 (Chairman since 6/6/2006) Chairman of the Board of Directors, Agenzia Marittima Prosper S.r.l., Genoa Sole Director, Castelfin S.r.l., Milan, since 17/2/1998 Director of Torlino Vimercati s.s. di Torlino Vimercati (CR) since 21/1/1998 Director, Esperia S.r.l., Genoa since 27/3/2006 Director, P.T.V. - Programmazioni Televisive S.p.A., Genoa since 12/4/2006 Director, Rimorchiatori Riuniti Porto di Genova S.r.l., Genoa since 28/4/2006 Director, Italiana Assicurazioni S.p.A., Milan since 21/4/2008 Honorary Consul for the Grand Dukedom of Luxembourg for the Region Liguria since 7/9/2006 Previous work experience President, Finanziaria Ligure per Io Sviluppo Economico FI.L.S.E. S.p.A., Genoa from 2002 to 2005 President, Sviluppo Genova S.p.A., Genoa from 2000 to 2003 President, SIIT S.c.p.a., Genoa 2005 President, Consorzio Multipurpose, Genoa Director and member of the Executive Committee, Ligurcapital S.p.A., Genoa from 2003 to 2005 Director, Porto di Genova S.p.A., Genoa Director, Datasiel - Sistemi e Tecnologie di Informatica S.p.A., Genoa Director, Spedia S.p.A., La Spezia from 2003 to 2005 Director, CSM - Centro Smistamento e Consolidamento Merci S.p.A. Director, S.G.F. Società Genovese Finanziaria S.p.A. Director, L M A Broker di Assicurazioni S.r.l., Milan Director, A.M.I.U. Genova S.p.A. Director, Liguriambiente S.c.r.l., Genoa Director, MOL Italia S.r.l. Managing director Reale Mutua Assicurazioni, Turin Genova, 7 April 2009

13 CERTIFICATE OF PARTICIPATION IN CENTRALISED DATA MANAGEMENT SYSTEM INTERMEDIARY INTESA SAN PAOLO CERTIFICATE OF PARTICIPATION IN CENTRALISED DATA MANAGEMENT SYSTEM (D. LGS 24/02/1998, N 58 E D. LGS. 24/06/1998, N 213) ORDER NUMBER 1 ISSUE DATE 06/04/2009 PROGRESSIVE ANNUAL CERTIFICATION NUMBER /0204 INTERNAL DEPOSITORY CODE FOR DEPOSITORY IDENTIFICATION NAME ADDRESS AND TAX CODE OF THE CENTRALISED DATA MANAGEMENT SYSTEM PARTICIPANT CAISSE NATIONALE DES CA1SSES D'ERPAGNE 5 Rue Masseran Paris REQUESTED BY PLACE AND DATE OF BIRTH: THIS CERTIFICATE, VALID UNTIL 30/04/2009, CONFIRMS PARTICIPATION IN THE CENTRALISED DATA MANAGEMENT SYSTEM FOR THE ABOVE WITH THE FOLLOWING FINANCIAL INSTRUMENTS CODE FINANCIAL INSTRUMENT DESCRIPTION QUANTITY It BANCA CARIGE 242,060,434 THE FOLLOWING ENTRIES HAVE BEEN MADE ON THE AFOREMENTIONED FINANCIAL INSTRUMENTS: THIS CERTIFICATE HAS BEEN ISSUED FOR THE FOLLOWING PURPOSE: CERTIFICATION OF POSSESSION OF THE INDICATED SHARES FOR THE PRESENTATION OF THE LIST OF BOARD OF DIRECTORS CANDIDATES THE INTERMEDIARY Intesa Sanpaolo S.p.a. Banca Intesa Network Strategic Management Office Operational Services Financial Institutions and Depository Bank Fabri' io Maini Vanna Alfieri