BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 1. mod. 9 SEG

Transcription

1 Report of the Board of Directors on the third item on the agenda of the Extraordinary Shareholders Meeting convened for April 23, 2015 in one call, with regard to the proposed capital increase with consideration, exempt from the pre-emptive rights of existing shareholders pursuant to art. 2441, para. 4, first indent, of the Civil Code, for a maximum amount of EUR 15,822, (inclusive of share premium), in one or more tranches, through the issue of new ordinary shares, to be effected via a contribution in kind of the non-controlling interests held in Cassa di Risparmio di Savona S.p.A. and Cassa di Risparmio di Carrara S.p.A.; ensuing amendment to art. 5 of the Articles of Association. Related and ensuing resolutions. (Drafted pursuant to Article 2441, paragraph 6 of the Italian Civil Code, Article 125-ter of Italian Legislative Decree No. 58 of February 24, 1998 as amended and supplemented and Article 70 of the Regulation adopted by Consob Resolution No of May 14, 1999 as amended and supplemented). BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 1

2 Capital increase with consideration, exempt from the pre-emptive rights of existing shareholders pursuant to art. 2441, para. 4, first indent, of the Civil Code, for a maximum amount of EUR 15,822, (inclusive of share premium), in one or more tranches, through the issue of new ordinary shares, to be effected via a contribution in kind of the non-controlling interests held in Cassa di Risparmio di Savona S.p.A. and Cassa di Risparmio di Carrara S.p.A.; ensuing amendment to art. 5 of the Articles of Association. Related and ensuing resolutions. Dear Shareholders, The Board of Directors of Banca CARIGE S.p.A. (hereinafter referred to as Banca CARIGE or the Bank or the Company ) has convened the Extraordinary Shareholders Meeting in combined session for April 23, 2015 at 10:30 a.m. at Centro Congressi Magazzini del Cotone, Area Porto Antico, Sala Maestrale, Via ai Magazzini del Cotone 59, Genoa, to discuss and pass a resolution on the proposed share capital increase in kind, therefore with exclusion by law of the pre-emptive subscription rights pursuant to Article 2441, paragraph 4, first sentence of the Italian Civil Code, for a maximum amount of Euro 15,822, (including the share premium), by issuing new ordinary shares with regular dividend rights (the Share Capital Increase in Kind ), reserved to Fondazione Agostino de Mari Cassa di Risparmio di Savona and Fondazione Cassa di Risparmio di Carrara (the Foundations ) and paid in through contribution of the minority interests held by the Foundations in the subsidiaries Cassa di Risparmio di Savona S.p.A. and Cassa di Risparmio di Carrara S.p.A. (the Controlled Banks ) and, namely, (i) the equity interests held by Fondazione Agostino de Mari - Cassa di Risparmio di Savona in Cassa di Risparmio di Savona S.p.A., equal to 4.10% of the share capital, the remaining 95.90% of which are held by Banca CARIGE, and (ii) the equity interests held by Fondazione Cassa di Risparmio di Carrara in Cassa di Risparmio di Carrara S.p.A., equal to 10% of the share capital, the remaining 90% of which are held by Banca CARIGE (the Contributions ). BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 2

3 This report (the Report ) prepared pursuant to Article 2441, paragraph 6 of the Italian Civil Code, Article 125-ter of Italian Legislative Decree No. 58 of February 24, 1998 as amended and supplemented (the Italian Consolidated Financial Act ) and Article 70 of the Regulation adopted by Consob Resolution No of May 14, 1999 as amended and supplemented (the Issuers Regulation ), as well as in accordance with Annex 3A of the Issuers Regulation, illustrates the reasons for the proposals relating to the third item on the agenda for the extraordinary Shareholders Meeting. 1. Description, reasons and purpose of the Share Capital Increase in Kind The proposed Share Capital Increase in Kind is one of the capital management initiatives approved by the Bank s Board of Directors on October 26, 2014, to address the envisaged need for additional capital of Euro million, based on the Comprehensive Assessment (the CA ), the results of which were announced by the European Central Bank (the ECB ) following the investigations carried out by the ECB along with the European Banking Authority (the EBA ) and the Bank of Italy. Please note that the above-mentioned capital management initiatives also include the proposed share capital increase pursuant to pre-emptive subscription rights granted to existing shareholders, subject to the examination and approval of the Company s Extraordinary Shareholders Meeting convened in combined session April 23, 2015, listed as the first item on that meeting s agenda (the Share Capital Increase ). In order to acquire the minority interests in the controlled banks as established in the Capital Plan, a proposal is hereby submitted to the Shareholders Meeting to approve the Share Capital Increase in Kind, the effects of which are illustrated in the report regarding the Share Capital Increase. For additional information regarding the CA and the results for Banca CARIGE, the decision of ECB of March 10, 2015 following the Supervisory Review and Evaluation process, as well as the Share Capital Increase and the effects of the Share Capital Increase BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 3

4 in Kind, please refer to the report regarding the Share Capital Increase, available to the public as required by law and available for consultation on the Company website (in the Governance - Shareholders Meetings section). 2. Indication of the value of the contributed assets as set forth in the appraisal of the independent expert pursuant to Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code Bank CARIGE has acted pursuant Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code which, in particular, as to the valuation of contributed assets, provides for the option of not requesting a sworn appraisal of the contributed assets by an expert appointed by the court with jurisdiction over the transferee company s registered office, in case the value assigned to the assets contributed in kind, for the purposes of determining the share capital and any share premium, is equal to or lower than the value resulting from a valuation carried out by an expert with adequate and proven professionalism who is independent from the contributing entity, the company and the shareholders who individually or jointly control the contributing entity or the company itself. PricewaterhouseCoopers Advisory S.p.A., as independent expert with adequate and proven professionalism, engaged by Banca CARIGE and by the Foundations, provides the appraisal pursuant to and for the purpose of Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code, in which, applying the Excess of Capital version of the Dividend Discount Model (the DDM or the Dividend Discount Model ) and the comparable transaction multiples valuation method, concluded that the economic value of the equity interests subject to the Contributions is at least equal to the value assigned to them for the purpose of determining the Share Capital Increase in Kind, i.e. Euro 6,264,444 for the equity interests in Cassa di Risparmio di Savona S.p.A. and Euro 9,558,441 for the equity interests in Cassa di Risparmio di Carrara S.p.A. The Bank also engaged Equita SIM S.p.A. as financial advisor in order to provide analyses and useful elements to support decisions made by the Board of Directors. BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 4

5 In addition, Equita SIM S.p.A. provided the Board with a fairness opinion certifying the adequacy of the maximum number of shares subject to the Share Capital Increase in Kind reserved to the Foundations, which the Bank determined based on the issue price of Banca CARIGE s ordinary shares (please refer to par. 3 below for details) and the value assigned to the contributed assets, i.e.: (i) (ii) valuation of 8,760,929 shares corresponding to 4.1% of the share capital of Cassa di Risparmio di Savona S.p.A. at a multiple of 1.0x shareholders' equity of the subsidiary in 2014 (amounting to Euro 152,830,668.00, in the aggregate); valuation of 10,230 shares corresponding to 10.0% of the share capital of Cassa di Risparmio di Carrara S.p.A. at a multiple of 1.0x shareholders' equity in 2014 (amounting to Euro 95,584,410.00, in the aggregate). 3. Indication of the number, category, date of commencement of enjoyment of dividend rights and issue price of the shares subject to the Share Capital Increase in Kind The Share Capital Increase in Kind will occur by issuing up to 226,364,603 newly issued Banca CARIGE s ordinary shares (the New Shares ) with no par value, at the price (including the share premium) of Euro per New Share. The New Shares will have regular dividend rights and the same characteristics and rights as the Banca CARIGE s ordinary shares outstanding at the issue date. The Share Capital Increase in Kind entails the issue of up to 226,364,603 New Shares at the subscription price of Euro (including the share premium), of which: (i) No. 89,620,097 New Shares are to be paid in through the contribution in kind of 8,760,929 Cassa di Risparmio di Savona S.p.A. s shares (equal to 4.10% of the share capital) by Fondazione Agostino de Mari - Cassa di Risparmio di Savona; BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 5

6 (ii) No. 136,744,506 New Shares are to be paid in through the contribution in kind of 10,230 Cassa di Risparmio di Carrara S.p.A. s shares (equal to 10% of the share capital) by Fondazione Cassa di Risparmio di Carrara. Euro (including the share premium) is the price determined per New Share, in compliance with Article 2441, paragraph 6 of the Italian Civil Code, on the basis of the simple average of official prices recorded in the last month (from February 18, 2015 to March 18, 2015) prior to the Board of Directors resolution approving this Report (equal, as stated above, to Euro per New Share). Please note that if the reverse split of the Company s ordinary and savings shares pursuant to the second item on the agenda for the Extraordinary Shareholders Meeting on April 23, 2015 (if approved) is carried out before the Share Capital Increase in Kind, the numerical values of that share capital increase will be amended accordingly. The Share Capital Increase in Kind also received the prior approval of the Risks Committee, in compliance with supervisory regulations regarding Risk assets and conflicts of interest in relation to associated parties pursuant to Title V, Chapter 5 of Bank of Italy Circular No. 263 of December 27, 2006 as amended and supplemented. In fact, Banca CARIGE considers the Foundations to be associated parties due to their relations with the Controlled Banks, over which it is believed that they are able to exercise significant influence, although in certain cases they hold less than the presumptive stake for exercising such influence. As regards the adequacy of the issue price of the shares deriving from the Share Capital Increase in Kind, please refer to the report of Reconta Ernst & Young S.p.A., the firm entrusted with auditing the Banca CARIGE s accounts, pursuant to Article 2441, paragraph 6 of the Italian Civil Code and Article 158 of the Italian Consolidated Financial Act. BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 6

7 4. Tax impact of the transaction The carrying amount of the equity interests held in the Controlled Banks, transferred to Banca CARIGE by way of Contributions, constitutes for Banca CARIGE a fiscally recognised acquisition cost for income tax purposes, as in the case of acquisition by purchase. In terms of indirect taxes, the transfer deed is subject to a fixed registration fee of Euro , pursuant to Article 4, paragraph 1, number 5 of tariff part I, annexed to Italian Presidential Decree No. 131 of April 26, Indication of the shareholding structure of the Company following the Share Capital Increase in Kind, of the controlling party pursuant to Article 93 of the Italian Consolidated Financial Act following the Share Capital Increase in Kind and the effects of this transaction on any significant shareholders' agreements pursuant to Article 122 of the Italian Consolidated Financial Act concerning Company shares The table below shows the Company shareholders (based on available information and the communications from the Company as of the date of this Report) following the execution of the Share Capital Increase in Kind (indicating shareholders holding interests exceeding 2% of the share capital and the Foundations). Shareholder Title of ownership % of new ordinary share capital (after Share Capital Increase in Kind) Fondazione Cassa di Risparmio di Genova e Imperia (*) Mediobanca - Banca di Credito Finanziario S.p.A. Ownership 6.381% Lender (no voting right) 6.884% Total % Borrower (with voting right) (**) 6.884% BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 7

8 BPCE International et Outre-Mer S.A. (***) Ownership 9.762% UBS Group AG UBS AG (lender) 2.316%% Fondazione Agostino De Mari Cassa di Risparmio di Savona Fondazione Cassa di Risparmio di Carrara UBS AG (borrower) 2.297%% UBS Global AM (UK) Ltd (nondiscretionary asset management) UBS Global AM (AUS) Ltd (nondiscretionary asset management) 0.004% 0.001% Total 4.618% Ownership Ownership 2.104% (****) 1.980% (****) (*) Please note that on March 1, 2015, Fondazione Cassa di Risparmio di Genova e Imperia and Malacalza Investimenti S.r.l. announced that on that date they entered into a preliminary agreement for the sale of a portion of the equity interests in Banca CARIGE held by Fondazione Cassa di Risparmio di Genova, equal to 10.5% of the share capital, to Malacalza Investimenti S.r.l., and also undertook to enter into a significant shareholders' agreement pursuant to Article 122, paragraphs 1 and 5, letter a) of the Italian Consolidated Financial Act. For additional information, please refer to the extract available on the Consob website at as well as on the Issuer s website at (in the Governance - Shareholding Structure section). (**) Ordinary shares held by Mediobanca - Banca di Credito Finanziario S.p.A. as borrower under a repurchase agreement between Fondazione Cassa di Risparmio di Genova e Imperia and Mediobanca Banca di Credito Finanziario S.p.A. (***) Company belonging to the Groupe des Banques Populaires et des Caisses d Epargne group (which carries out banking and insurance activities), the parent company of which is the bank BPCE S.A., which controls BPCE International et Outre-Mer S.A. (****) Includes both the shares currently held by the Foundations (based on information available to the Company) and the shares resulting from the Share Capital Increase in Kind. No party would acquire control over the Company pursuant to Article 93 of the Italian Consolidated Financial Act as a result of the Share Capital Increase in Kind. BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 8

9 6 Authorisations from the Competent Authorities The Share Capital Increase in Kind is subject to the authorisation from the competent Supervisory Authorities and the Ministry of Economy and Finance, each insofar as it is responsible. Please note that the New Shares resulting from the Share Capital Increase in Kind reserved to the Foundations represent less than 10% of the Banca CARIGE s ordinary shares. Therefore, pursuant to Article 57, paragraph 1, letter a) of the Issuers' Regulation, the Company is not required to publish a prospectus. Please also note that the publication of the disclosure document pursuant to Article 70, paragraph 6 of the Issuers' Regulation is not required, as this is not a significant share capital increase transaction through contribution of assets in kind, according to the criteria set forth in Annex 3B of the Issuers' Regulation. In this respect please note that, as noted previously, the proposed Share Capital Increase in Kind is one of the capital management initiatives set forth in the Capital Plan submitted to the ECB, and therefore it is part of the procedures for supervision over significant supervised entities within the scope of the Single Supervisory Mechanism governed by Regulation (EU) No. 1024/2013 of the Council of October 15, 2013 and Regulation (EU) No. 468/2014 of the European Central Bank of April 16, Subject to approval by the Ministry of Economy and Finance, the Share Capital Increase in Kind will be carried out before the Share Capital Increase pursuant to the first item on the agenda of the Extraordinary Shareholders Meeting. 7 Amendments to Article 5 of the By-Laws In relation to the foregoing, the current text of Article 5 of the By-Laws is reported below alongside a comparison incorporating the proposed amendments (the amendments are in BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 9

10 bold). This amendment is highlighted in the table below, which in the left-hand column contains the text resulting from the amendments regarding the reverse share split pursuant to the second item on the agenda of the Extraordinary Shareholders Meeting and the Share Capital Increase pursuant to the first item on the agenda of the Extraordinary Shareholders Meeting. TEXT AFTER RESOLUTION PURSUANT TO THE FIRST AND SECOND ITEM ON THE AGENDA OF THE EXTRAORDINARY SHAREHOLDERS MEETING OF APRIL 23, 2015 (¹) PROPOSED TEXT 1. The share capital is Euro 2,576,863, divided into 10,170,107,375 shares without the indication of the nominal value, of which 10,167,553,157 are ordinary registered shares and 2,554,218 savings shares. The savings shares are governed by Title XIV below. 2. If this share capital should be increased, the provisions set out in Article 2441 of the Civil Code shall apply: the procedures and conditions of issuance, not governed by law, shall be established by a Shareholders Meeting. 3. In addition to the ordinary shares and saving shares, shares having different rights may be issued in observance of the relevant Unchanged. Unchanged. Unchanged. BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 10

11 legislation in force. 4. On 23 April 2015, the Extraordinary Shareholders' Meeting approved a divisible share capital increase against payment in cash, for a total maximum amount of Euro 850 million (including any share premium), to be carried out by 30 September 2015 by issuing new ordinary shares with regular dividend rights, to be offered pursuant to pre-emptive subscription rights granted to existing ordinary and savings shareholders, and established that if the share capital increase is not fully subscribed for by the deadline of 30 September 2015, the share capital shall be deemed increased by an amount equal to the subscriptions received by that date, without prejudice to any issue of new shares for subscriptions made before that date. Unchanged. The same Extraordinary Shareholders' Meeting also granted the Board of Directors the fullest and most extensive powers so that, in line with the procedures and forms established by law, it may: (i) determine close to the beginning of the offering period relating to the share capital increase the number of shares to be issued, the option ratio and the issue price, including the portion to be BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 11

12 allocated to share capital and the portion to be allocated to the share premium, taking into account for the purpose of determining the issue price, inter alia, general market conditions and the trend of share price, as well as the Company s results of operations, business and financial conditions, also at consolidated level and considering market practices for similar transactions. The issue price shall be determined close to the beginning of the offering period in accordance with market practices for similar transactions, by applying a discount on the theoretical ex right price ( TERP ) of the ordinary shares, calculated according to current methodologies; (ii) determine, as a result of what is set forth under item (i), the maximum number of newly issued ordinary shares as well as the ratio for the right issue, rounding, if necessary, the number of shares; (iii) determine any other element necessary for the above purposes. 5. On 23 April 2015 the Extraordinary Shareholders' Meeting approved the reverse split of the ordinary and savings shares outstanding at the ratio of 1 new ordinary Unchanged. BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 12

13 share with regular dividend rights for every 100 ordinary shares outstanding and 1 new savings share with regular dividend rights for every 100 savings shares outstanding, after cancelling ordinary and savings shares, for the sole purpose of making it possible to reconcile the overall transaction and to the minimum extent required, (i) as regards ordinary shares, drawing from the portfolio of the Company s own ordinary shares and (ii) as regards savings shares, on the basis of the relinquishment of savings shares to be communicated by one or more shareholders and/or by an intermediary willing to carry out a reconciliation service prior to execution, without in any event reducing the share capital, due to the absence of par value. 6. On April 23, 2015, the Extraordinary Shareholders' Meeting approved a divisible share capital increase for a total maximum value of Euro 15,822,885.75, of which Euro 3,955, is to be allocated to share capital and Euro 11,867, as a share premium, by issuing up to 226,364,603 new ordinary shares with regular dividend rights and the same characteristics as those outstanding at the issue date, at the price (including the share premium) of Euro per new share, to be paid in through contribution BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 13

14 in kind of the minority interests in the subsidiaries Cassa di Risparmio di Savona S.p.A. and Cassa di Risparmio di Carrara S.p.A. by Fondazione Agostino de Mari Cassa di Risparmio di Savona and Fondazione Cassa di Risparmio di Carrara by the final deadline of May 31, 2015, without prejudice to the fact that if the reverse split of the Company s ordinary and savings shares approved by the Extraordinary Shareholders' Meeting on April 23, 2015 is carried out before the share capital increase in kind approved by the Extraordinary Shareholders' Meeting on the same date, the numerical values of that share capital increase shall be amended accordingly. ( 1 ) The text of Article 5 of the By-Laws provided in this column incorporates (i) the proposed share capital increase to be offered pursuant to pre-emptive subscription rights granted to existing holders of ordinary shares and savings shares pursuant to the first item on the agenda of the Extraordinary Shareholders' Meeting; (ii) the proposed reverse share split pursuant to the second item on the agenda of the Extraordinary Shareholders' Meeting. 8. Evaluations regarding the right to withdraw The passing of resolutions relating to the amendment to Article 5 of the By-Laws does not BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 14

15 entitle shareholders to exercise the right to withdraw in compliance with the provisions of Article 7 of the By-Laws, since the proposed resolutions do not regard the matters pursuant to Article 2437, paragraph 1 of the Italian Civil Code or Article 2437-quinquies of the Italian Civil Code. 9. Proposed resolutions The above being stated, the Board of Directors proposes that the Shareholders approve the following resolutions: The Extraordinary Shareholders' Meeting of BANCA CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia having seen and approved the Report of the Board of Directors pursuant to Article 2441, paragraph 6 of the Italian Civil Code, Article 125-ter of Italian Legislative Decree No. 58 of February 24, 1998 as amended and supplemented and Article 70 of the Regulation adopted by Consob with Resolution No of May 14, 1999 as amended and supplemented; having acknowledged the fairness opinion on the issue price prepared by Reconta Ernst & Young S.p.A. pursuant to Article 2441, paragraph 6 of the Italian Civil Code and Article 158 of Italian Legislative Decree No. 58 of February 24, 1998 as amended and supplemented; having seen the appraisal prepared by the independent expert PricewaterhouseCoopers Advisory S.p.A. pursuant to Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code; resolves 1. to increase the share capital against payment for a total maximum value of Euro 15,822,885.75, of which Euro 3,955, is to be allocated to share capital and Euro 11,867, as a share premium, by issuing up to 226,364,603 new ordinary shares with regular dividend rights and the same characteristics as those outstanding at the issue date, at the price (including the share premium) of Euro per New Share, to BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 15

16 be paid in by the final deadline of May 31, 2015, on a divisible basis,: (i) 89,620,097 shares through contribution by Fondazione Agostino de Mari Cassa di Risparmio di Savona of its equity interests in Cassa di Risparmio di Savona S.p.A., equal to 8,760,929 shares, corresponding to 4.1% of the share capital; and (ii) 136,744,506 shares through contribution by Fondazione Cassa di Risparmio di Carrara of its equity interests in Cassa di Risparmio di Carrara S.p.A., equal to 10,230 shares, corresponding to 10% of the share capital; and therefore with exclusion of the pre-emptive subscription rights pursuant to Article 2441, paragraph 4 of the Italian Civil Code, establishing that if the share capital increase is not fully subscribed for by the final deadline of May 31, 2015, the share capital shall be deemed increased by an amount equal to the subscriptions received by that date, without prejudice to any issue of new shares for subscriptions made before that date, without prejudice to the fact that if the reverse split of the Company s ordinary and savings shares approved by the Extraordinary Shareholders' Meeting on April 23, 2015 is carried out before the Share Capital Increase in Kind approved by the Extraordinary Shareholders' Meeting on the same date, the numerical values of that share capital increase shall be amended accordingly; 2. to amend Article 5 of the By-Laws by inserting a new sixth paragraph that reads as follows: On April 23, 2015, the Extraordinary Shareholders' Meeting approved a share capital increase for a total maximum value of Euro 15,822,885.75, of which Euro 3,955, is to be allocated to share capital and Euro 11,867, as a share premium, by issuing up to 226,364,603 new ordinary shares with regular dividend rights and the same characteristics as those outstanding at the issue date, at the price (including the share premium) of Euro per new share, to be paid in through contribution in kind of the minority interests in the subsidiaries Cassa di Risparmio di Savona S.p.A. and Cassa di Risparmio di Carrara S.p.A. by Fondazione Agostino de Mari Cassa di Risparmio di Savona and Fondazione Cassa di Risparmio di Carrara by the final deadline of May 31, 2015, on a divisible basis, without prejudice to the fact that if the reverse split of the Company s ordinary and savings shares approved by the Extraordinary Shareholders' Meeting on April 23, 2015 is carried out before the share capital increase in kind approved by the Extraordinary Shareholders' Meeting on the BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 16

17 same date, the numerical values of that share capital increase shall be amended accordingly. ; 3. to grant to the Board of Directors and on its behalf the Chairman of the Board of Directors and the CEO in office pro tempore, individually, within legal limits, the fullest and most extensive powers and rights to take the measures required for the complete implementation of all parts of the resolutions passed, as well as to complete the necessary formalities so that all resolutions adopted today may obtain legal approvals and in general to do all that is necessary for the full execution of the resolutions, with any and all powers necessary and appropriate to that end, none excluded or excepted, including the power to file and publish the certification set forth in Article 2444 of the Italian Civil Code and the power to ensure that the text of the By-Laws, reflecting the updated amount of the share capital and number of shares, is filed on a case by case basis with the Company Register pursuant to Article 2436 of the Italian Civil Code, also including the right to introduce all amendments, additions or deletions into the resolution, without changing its substance, as deemed necessary or even only appropriate or, if applicable, as requested by the competent authorities at the time of authorisation and registration, or if imposed or suggested by the definitive regulatory framework. Genoa, March 19, 2015 for the BOARD OF DIRECTORS THE CHAIRMAN (Cesare Castelbarco Albani) BANCA CARIGE Joint stock company - Via Cassa di Risparmio, Genoa 17