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Reports and Financial Statements FINANCIAL STATEMENTS REPORTS AND FINANCIAL STATEMENTS 2 BANCA CARIGE GROUP 2017 REPORT ON OPERATIONS AND CONSOLIDATED FINANCIAL STATEMENTS INTRODUCTION 5 NOTICE OF ORDINARY SHAREHOLDERS' MEETING 6 STRUCTURE OF THE BANCA CARIGE GROUP 7 PARENT COMPANY'S BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND 8 INDEPENDENT AUDITORS AS AT THE DATE OF PUBLICATION POWERS AND DELEGATED AUTHORITIES OF THE GOVERNING BODIES 10 FINANCIAL HIGHLIGHTS FOR THE GROUP 11 REPORT ON OPERATIONS 13 - Real economy and money market 14 - Strategy and Business Performance 15 - Key events of 2017 17 - Ownership structure 26 - Corporate governance 27 - Non-Financial Report 27 - Carige share price 27 - Distribution channels 28 - HR management 29 - Sales and innovation 30 - Profit & Loss and Balance Sheet results 32 - Balance sheet items, funding and lending 40 - Fixed assets and equity investments 51 - Cash Flow Statement, Shareholders’ Equity and Risk Management 52 - Group companies 56 - Social and cultural promotion activities 62 - Main risks and uncertainties and outlook on operations 63 CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY NOTES 66 CONSOLIDATED FINANCIAL STATEMENTS 67 - Consolidated Balance Sheet 68 - Consolidated Income Statement 70 - Consolidated Statement of Comprehensive Income 71 - Statement of Changes in Consolidated Shareholders’ Equity 72 - Consolidated Statement of Cash Flows 74 CONSOLIDATED EXPLANATORY NOTES 76 Restatement of prior period balances in compliance with the provisions of IFRS 5 (Non- 77 current assets held for sale and discontinued operations) Part A - Accounting Policies 82 A 1 - Introduction 83 Section 1 - Statement of compliance with international accounting standards 83 Section 2 - Preparation criteria 88 Section 3 - Scope and methods of consolidation 93 Section 4 – Subsequent events 99 Section 5 – Other information 100 A 2 – Main items of the accounts 100 A 3 – Information on transfers between portfolios of financial assets 136 A 4 – Information on fair value 137 A 5 – Information on “Day one profit/loss” 145 Part B – Consolidated balance sheet 146 Part C – Consolidated Income Statement 216 Part D – Consolidated Comprehensive Income 242 Part E – Information on risks and risk hedging policies 244 Part F – Consolidated shareholders' equity 317 Part G – Business combinations 330 Part H – Related-parties transactions 332 Part I – Share-based payment 337 Part L – Segment reporting 339 3 CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ART. 81-TER 343 OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999 AND SUBSEQUENT AMENDMENTS AND ADDITIONS INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 345 ANNEXES 355 NOTE The following conventional signs are used in the tables of the Report and the Financial Statements: - when data is null . when data is not significant 4 INTRODUCTION The Consolidated Financial Statements of the Banca Carige Group as at 31 December 2017 were prepared in accordance with the international accounting standards (IAS/IFRS) and related interpretations (SIC/IFRIC) officially approved by the European Union, and in line with guidance provided by the Bank of Italy in its Circular no. 262 of 22 December 2005 and subsequent updates (Banks' Financial Statements: Layout and Preparation). These comprise the financial statements for the year ended 31 December 2017, the explanatory notes and annexes, and are accompanied by the Directors' Report on operations. Included in the financial statements are: - Balance sheet; - Income Statement; - Statement of Comprehensive Income; - Statement of Changes in Shareholders' Equity; - Statement of Cash Flows. The Report on Operations provides the required information concerning business performance as a whole and for the various segments of the Group’s business, as well as main risks and uncertainties encountered. The Consolidated Financial Statements of the Banca Carige Group were audited by EY S.p.A., according to the auditing engagement conferred on this auditing firm by resolution of the Shareholders’ Meeting of 29 April 2011 for the nine-year period 2012-2020. The engagement was conferred pursuant to Art. 159 of Italian Legislative Decree no. 58/1998 and subsequent amendments, as well as the integrations pursuant to in Art. 18 of Italian Law no. 262/2005 and of Italian Legislative Decree no. 39/2010. The Board of Directors of the Parent Company authorised the publication on 7 March 2018 of the separate financial statements, consolidated financial statements, report on operations and certification by the delegated governing bodies and Manager responsible for preparing the company’s financial reports, along with the Independent Auditors’ and Statutory Auditors’ Reports, under the terms and within the deadlines set forth by regulations in force (by making it available to the public at the Bank’s registered office and at the stock market management company - Borsa Italiana S.p.A., as well as on the corporate website www.gruppocarige.it). 5 NOTICE OF ORDINARY SHAREHOLDERS' MEETING BANCA CARIGE S.p.A. - Cassa di Risparmio di Genova e Imperia Registered office in Genoa, Via Cassa di Risparmio 15 Share capital Euro 2,845,857,461.21. fully paid-in Genoa Companies’ Register - Tax Code - VAT no. 03285880104 Parent Company of the Banca Carige Group included in the Bank of Italy's Banking Groups Register NOTICE OF ORDINARY SHAREHOLDERS' MEETING The parties entitled to vote in the Shareholders' Meeting of BANCA CARIGE S.p.A. - Cassa di Risparmio of Genoa and Imperia are called to attend the Ordinary Shareholders’ Meeting, which will be held in one call at the Magazzini del Cotone Congress Centre, Area Porto Antico, Sala Maestrale, Via ai Magazzini del Cotone 59, Genoa, on Tuesday 29 March 2018 at 10:30 a.m., to resolve upon the following AGENDA 1) Approval of the 2017 financial statements 2) Integration of the Board of Statutory Auditors: appointment of one Standing Auditor and one Alternate Auditor 3) Remuneration policies of the Banca CARIGE Group 4) Proposal to adjust the compensation of the Independent Auditors - subsequent resolutions Full information is available on the corporate website www.gruppocarige.it under Governance / Shareholders’ Meetings. Genoa, 27 February 2018 for the Board of Directors The Chairman Giuseppe Tesauro 6 STRUCTURE OF THE BANCA CARIGE GROUP 7 PARENT COMPANY'S BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND INDEPENDENT AUDITORS AS AT THE DATE OF PUBLICATION BOARD OF DIRECTORS BOARD OF STATUTORY AUDITORS CHAIRMAN CHAIRMAN Giuseppe Tesauro Carlo Lazzarini DEPUTY CHAIRMAN STANDING AUDITORS Vittorio Malacalza Francesca De Gregori Giancarlo Strada ALTERNATE AUDITORS CHIEF EXECUTIVE OFFICER AND Stefano Chisoli MANAGING DIRECTOR Paolo Fiorentino* INDIPENDENT AUDITORS EY S.p.A. DIRECTORS Sara Armella** MANAGER RESPONSIBLE Francesca Balzani FOR PREPARING THE Remo Angelo Checconi* COMPANY’S FINANCIAL Giacomo Fenoglio REPORTS Giulio Gallazzi Mauro Mangani Stefano Lunardi Luisa Marina Pasotti Luciano Pasquale* Giuseppe Pericu Massimo Pezzolo Ilaria Queirolo Lucia Venuti ** Chairman of the Executive Committee * Member of the Executive Committee The Board of Directors was appointed by the Ordinary Shareholders 'Meeting of 31/3/2016 for the 2016-2017-2018 financial years, hence with term of office until the date of the Shareholders' Meeting called to approve the financial statements on 31/12/2018. Further to the resignation of Beniamino Anselmi, Director and Chairman of the Executive Committee, on 01/08/2016, the Board of Directors, in its meeting of 11/10/2016, co-opted Giuseppe Pericu to serve as a Member of the Bank's Board of Directors pursuant to Article 2386 of the Italian Civil Code, with term of office expiring on the date of the next Shareholders' Meeting. Director Pericu was concurrently appointed to serve on the Appointment Committee, with recommendation for Chairmanship, which he subsequently accepted on 07/02/2017. Further to the resignation of Giampaolo Provaggi, Director and Member of the Executive Committee, on 21/10/2016, the Board of Directors, in its meeting of 10/02/2017, co-opted Massimo Pezzolo to serve as a Member of the Bank's Board of Directors pursuant to Article 2386 of the Italian Civil Code, with term of office expiring on the date of the next Shareholders' Meeting. Therefore, the Ordinary Shareholders' Meeting of 28/3/2017 appointed Giuseppe Pericu and Massimo Pezzolo to serve as members of the Board of Directors for the same term of office as for the other Directors, expiring on the date of the Shareholders’ Meeting called to approve the financial statements for the year ending 31/12/2018. Thereafter, further to the resignations of Directors Elisabetta Rubini (on 17/05/2017), Paola Girdinio (on 07/06/2017), Claudio Calabi (who also served as Chairman of the Executive Committee), Alberto Mocchi and Maurizia Squinzi (on 12/06/2017), the Board of Directors, in its meeting of 21/06/2017, co-opted Paolo Fiorentino, Francesca Balzani, Stefano Lunardi and Ilaria Queirolo to serve as Members of the Bank's Board of Directors pursuant to Article 2386 of the Italian Civil Code, with term of office expiring on the date of the next Shareholders' Meeting. At its meeting of 11/07/2017, the Board of Directors also co-opted Luisa Marina Pasotti to serve as a Member of the Bank's Board of Directors pursuant to Article 2386 of the Italian Civil Code, with term of office expiring on the date of the next Shareholders' Meeting. Following revocation, on 09/06/2017, of the powers delegated to Mr. Bastianini in his capacity as Chief Executive Officer and General Manager and further to termination of his office as General Manager on 13/06/2017, the foregoing Board of Directors' Meeting of 21/06/2017 appointed Director Paolo Fiorentino to serve as the Bank’s Chief Executive Officer and General Manager as of the same date. Further to the resignation of Director Guido Bastianini on 08/09/2017, the Board of Directors, at its meeting of 13/09/2017, co-opted Giacomo Fenoglio to serve as a Member of the Bank's Board of Directors pursuant to Article 2386 of the Italian Civil Code, with term of office expiring on the date of the next Shareholders' Meeting.
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