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original version shall prevail.
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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 15,822,885.75 (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. 11971 of May 14, 1999 as
amended and supplemented).
BANCA CARIGE Joint stock company - Via Cassa di Risparmio, 15 - 16123 Genoa
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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 15,822,885.75 (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 15,822,885.75
(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”).
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original version shall prevail.
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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. 11971 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 813.4 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
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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
www.gruppocarige.it (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.
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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)
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);
(ii)
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 0.0699 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 0.0699 (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;
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(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 0.0699 (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 0.0699 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.
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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
200.00, pursuant to Article 4, paragraph 1, number 5 of tariff part I, annexed to Italian
Presidential Decree No. 131 of April 26, 1986.
5.
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
Fondazione Cassa di Risparmio di
Genova e Imperia (*)
Title of ownership
Ownership
6.381%
Lender (no voting right)
6.884%
Total
Mediobanca - Banca di Credito
Finanziario S.p.A.
% of new
ordinary share
capital (after
Share Capital
Increase in Kind)
Borrower (with voting right) (**)
BANCA CARIGE Joint stock company - Via Cassa di Risparmio, 15 - 16123 Genoa
13.265%
6.884%
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BPCE International et Outre-Mer S.A.
(***)
Ownership
UBS Group AG
UBS AG (lender)
2.316%%
UBS AG (borrower)
2.297%%
9.762%
UBS Global AM (UK) Ltd (nondiscretionary asset management)
0.004%
UBS Global AM (AUS) Ltd (nondiscretionary asset management)
0.001%
Total
4.618%
Fondazione Agostino De Mari Cassa
di Risparmio di Savona
Ownership
2.104%
(****)
Fondazione Cassa di Risparmio di
Carrara
Ownership
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 www.consob.it, as
well as on the Issuer’s website at www.gruppocarige.it (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.
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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, 2014.
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
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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
PROPOSED TEXT
THE
FIRST AND SECOND ITEM ON THE AGENDA
OF THE EXTRAORDINARY SHAREHOLDERS’
MEETING OF
APRIL 23, 2015 (¹)
1.
The
share
2,576,863,267.70
capital
is
divided
Euro Unchanged.
into
10,170,107,375 shares without the indication
of
the
nominal
10,167,553,157
are
value,
ordinary
of
which
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, Unchanged.
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 Unchanged.
saving shares, shares having different rights
may be issued in observance of the relevant
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legislation in force.
4. On 23 April 2015, the Extraordinary Unchanged.
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.
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
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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”)
calculated
of
the
ordinary
according
to
shares,
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 Unchanged.
Shareholders' Meeting approved the reverse
split of the ordinary and savings shares
outstanding at the ratio of 1 new ordinary
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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 3,955,721.43 is to be allocated
to share capital and Euro 11,867,164.32
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 0.0699 per new
share, to be paid in through contribution
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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
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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. 11971 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 3,955,721.43 is to be allocated to share capital and Euro
11,867,164.32 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 0.0699 per New Share, to
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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
3,955,721.43 is to be allocated to share capital and Euro 11,867,164.32 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 0.0699 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, 15 - 16123 Genoa
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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.
mod. 9 SEG
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, 15 - 16123 Genoa
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