Banca Carige : Resignation of Directors - Board of Directors has lapsed

PRESS RELEASE

RESIGNATION OF DIRECTORS MODIANO, INNOCENZI, BRAGANTINI, PAVESI AND

CALVOSA

BOARD OF DIRECTORS HAS LAPSED

Genoa, 2 January 2019 - Banca CARIGE informs that, with effect as of 2 January 2019:

• - Mr. Pietro Modiano, Member and Chairman of the Bank's Board of Directors, has irrevocably and unconditionally tendered his resignation;

• - Mr. Fabio Innocenzi, Chief Executive Officer and Member of the Bank's Board of Directors, has irrevocably and unconditionally tendered his resignation;

• - Messrs. Salvatore Bragantini and Bruno Pavesi, respectively Chair of the Expenses Committee and Member of the Nomination Committee, have irrevocably and unconditionally tendered their resignation from their positions as Members of the Bank's Board of Directors;

• - Ms. Lucia Calvosa, independent Member of the Bank's Board of Directors, has tendered her resignation.

The reasons behind the foregoing resignations are the changed conditions resulting from the outcome of the Shareholders' Meeting of 22 December 2018, namely the rejection of the proposal to vest the Board of Directors with the mandate to increase the share capital.

Pursuant to article IA.2.6.7 of the Instructions accompanying the Rules of the Markets organised and managed by Borsa Italiana, it is noted that: (i) Mr. Pietro Modiano was a non-independent and non-executive Director, whereas Messrs. Fabio Innocenzi, Salvatore Bragantini and Bruno Pavesi were executive and non-independent Directors; (ii) Messrs. Pietro Modiano, Salvatore Bragantini and Bruno Pavesi were not the beneficiaries of individual powers of attorney, whereas Mr. Fabio Innocenzi was vested by the Board of Directors' of 21 September 2018 with the powers to serve as Chief Executive Officer, and as such also acting as General Manager pursuant to the Articles of Association; (iii) the foregoing Directors are not entitled to any compensation or benefits upon termination of office; (iv) to the Bank's knowledge based on the communications from the persons concerned, none of the above Directors holds shares in the Company.

Notice is hereby given that, with these resignations, the Board has lost its majority. Consequently, pursuant to articles 2385 and 2386 of the Italian Civil Code and article 18, para. 12, of the Articles of Association, the entire Board shall be understood as having lapsed.

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