“NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.” “IL PRESENTE COMUNICATO NON È DESTINATO ALLA PUBBLICAZIONE, DISTRIBUZIONE O CIRCOLAZIONE, DIRETTA O INDIRETTA, NEGLI STATI UNITI D’AMERICA, CANADA, AUSTRALIA O GIAPPONE O IN QUALSIASI ALTRO PAESE NEL QUALE L’OFFERTA O LA VENDITA SIANO VIETATE IN CONFORMITÀ ALLE LEGGI APPLICABILI O AI SOGGETTI IVI RESIDENTI.” PRESS RELEASE ECB COMMUNICATES GROUP-SPECIFIC PRUDENTIAL REQUIREMENTS PROPOSAL FOR CAPITAL INCREASE AND REVERSE STOCK SPLIT CALLING OF EXTRAORDINARY SHAREHOLDERS'MEETING APPROVAL OF 2015-2019 BUSINESS PLAN Banca Carige's Board of Directors, chaired by Cesare Castelbarco Albani, has today resolved upon the following agenda items, as presented by the Chief Executive Officer Piero Luigi Montani: x Considerations regarding the Decision of the European Central Bank (ECB) on the Group-specific prudential requirement to be met on a consolidated basis: CET1 ratio of 11.50% by July 2015 x Proposal for capital increase with consideration, via a rights issue for existing shareholders for a maximum amount of EUR 850 mln fully pre-underwritten by a Syndicate of leading financial institutions led by Mediobanca – Banca di Credito Finanziario S.p.A.; proposal for capital increase for a maximum amount of EUR 15.8 mln, exempt from the pre-emptive rights of existing shareholders, to be effected via a contribution in kind of non-controlling interests in Cassa di Risparmio di Carrara S.p.A and Cassa di Risparmio di Savona S.p.A.; proposal for reverse split of ordinary and savings shares outstanding at a 1 to 100 ratio x Approval of Group Business Plan for 2015-2019 Business Plan strategic initiatives - Strengthen capital base and safeguard liquidity - Boost revenues - Re-balance credit risk - Improve operational efficiency - One-off deals to accelerate turnaround Economic-financial objectives for 2019 - ROTE: 8.0% - Cost / Income: 54.2% - CET1 ratio BIS3 fully loaded: 12.0% x Calling of ordinary and extraordinary Shareholders' Meeting on 23 April 2015 This document refers to a Group scope which excludes the Insurance companies, Creditis and Banca Cesare Ponti “NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.” “IL PRESENTE COMUNICATO NON È DESTINATO ALLA PUBBLICAZIONE, DISTRIBUZIONE O CIRCOLAZIONE, DIRETTA O INDIRETTA, NEGLI STATI UNITI D’AMERICA, CANADA, AUSTRALIA O GIAPPONE O IN QUALSIASI ALTRO PAESE NEL QUALE L’OFFERTA O LA VENDITA SIANO VIETATE IN CONFORMITÀ ALLE LEGGI APPLICABILI O AI SOGGETTI IVI RESIDENTI.” Directors' considerations regarding the Decision of the European Central Bank (ECB) on the Group-specific prudential requirement to be met by Banca Carige on a consolidated basis: As requested by the Italian Securities and Exchange Commission, Consob, the Bank informs that it has received the decision of the European Central Bank (ECB) regarding the Group-specific prudential requirement to be met at consolidated level by July 2015. Said requirement consists in a minimum 11.50% level of Common Equity Tier 1 ratio. The Group's Common Equity Tier 1 ratio (Phased-in) as at 31 December 2014, calculated according to the standardised approach for credit and market risk requirements and inclusive of the effects from recognition of the loan loss provisions arising from the Asset Quality Review (AQR), is 8.4%. Including the effects from disposal of the Insurance business, whose closing is only conditional upon obtaining authorisation from the Italian insurance supervisor, IVASS, the ratio rises to 8.7%. The Board of Directors of Banca Carige points out that, as a result of the capital increase transactions submitted today to the Extraordinary Shareholders' Meeting of 23 April for approval, the Common Equity Tier 1 ratio (Phased-in) is set to increase by an additional 400 bps to 12.7%, without factoring in the upside arising from disposal of the assets held for sale included in the Capital Plan originally submitted to the ECB. Proposal for capital increase The Board of Directors has resolved upon the proposal for a EUR 850 mln share capital increase with consideration via a rights issue for existing shareholders, to be submitted for approval to the Extraordinary Shareholders' Meeting, convened for 23 April 2015. The capital increase will be backed by a Syndicate of leading financial institutions led by Mediobanca – Banca di Credito Finanziario S.p.A., acting as Global Coordinator and Joint Bookrunner. BofA Merrill Lynch, Credit Suisse Securities (Europe) Limited, Deutsche Bank A.G. London Branch, J.P. Morgan Securities plc and UniCredit Bank AG will participate as Co-Global Coordinators and Joint Bookrunners. Banco Santander SA, Commerzbank Aktiengesellschaft – London Branch and Nomura International plc will act as Joint Bookrunners, whereas Banca Akros “NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.” “IL PRESENTE COMUNICATO NON È DESTINATO ALLA PUBBLICAZIONE, DISTRIBUZIONE O CIRCOLAZIONE, DIRETTA O INDIRETTA, NEGLI STATI UNITI D’AMERICA, CANADA, AUSTRALIA O GIAPPONE O IN QUALSIASI ALTRO PAESE NEL QUALE L’OFFERTA O LA VENDITA SIANO VIETATE IN CONFORMITÀ ALLE LEGGI APPLICABILI O AI SOGGETTI IVI RESIDENTI.” S.p.A., Banca Aletti S.p.A., Equita SIM S.p.A, Intermonte SIM S.p.A. and Keefe, Bruyette & Woods Limited will act as Co-Lead Managers. In relation to the afore-mentioned capital increase transaction and in consideration of the ensuing dilutive effects, the Board of Directors also resolved upon a proposed reverse split of ordinary and savings shares outstanding, at a ratio of 1 new ordinary or savings share issued for every 100 ordinary or savings shares outstanding. This transaction will similarly be submitted for approval to the Extraordinary Shareholders' Meeting on 23 April 2015. The Board of Directors has then resolved upon the proposal for a capital increase with consideration for a maximum amount of EUR 15.8 mln, exempt from pre-emptive rights of existing shareholders, to be effected via a contribution in kind of the non-controlling interests respectively held by 'Fondazione de Mari Cassa di Risparmio di Savona' and 'Fondazione Cassa di Risparmio di Carrara' in the subsidiary banks, Cassa di Risparmio di Savona S.p.A. and Cassa di Risparmio di Carrara S.p.A. Under this transaction, shares will be issued at a unit price of EUR 0.0699, corresponding to the mean of the official prices listed for Banca Carige stock in the period from 18 February to 18 March 2015. Approval of the 2015-2019 Business Plan The Board of Directors has then approved the 2015 – 2019 Business Plan (the “Business Plan” or “Plan”), set to steer the Group's business for the next five years. The Plan fits within and strengthens the guidelines identified in the turnaround strategy launched in 2014 with a view to bringing the Group back to its tradition of being a sound, locally rooted retail and corporate bank for households and businesses, focusing on the highest-potential regions of Northern and Central Italy, with risk profile mitigated by better credit management and committed to being an “efficient distributor”. The main economic - financial targets for 2019 are: ROTE of 8.0%, CET1 ratio of 12.0%, cost income: 54.2%, Net interest and other banking income EUR 1.1 bn, net profit EUR 208 mln. The new Plan fits within the advancement of the measures introduced by Management in the course of last year, particularly including those to strengthen capital via the: a) fully underwritten EUR 800 “NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.” “IL PRESENTE COMUNICATO NON È DESTINATO ALLA PUBBLICAZIONE, DISTRIBUZIONE O CIRCOLAZIONE, DIRETTA O INDIRETTA, NEGLI STATI UNITI D’AMERICA, CANADA, AUSTRALIA O GIAPPONE O IN QUALSIASI ALTRO PAESE NEL QUALE L’OFFERTA O LA VENDITA SIANO VIETATE IN CONFORMITÀ ALLE LEGGI APPLICABILI O AI SOGGETTI IVI RESIDENTI.” mln capital increase completed in July 2014, b) disposal of Insurance companies, c) credit risk profile mitigation through an improved coverage of NPLs, d) RWA and securities portfolio reduction, as well as organisational restructuring of the credit functions and distribution area, with a view to increasing operational efficiency and effectiveness. The most significant strategic initiatives identified to pursue the economic-financial objectives of the Plan include: A) further strengthening of the capital base and safeguarding of liquidity, B) boosting of revenues, C) rebalancing of credit risk, D) improvement of operational efficiency, E) additional one-offs to accelerate turnaround. The Plan unfolds in an economic and financial environment which will continue to be characterised by a rather weak economic growth in 2015, to then stabilise at 1.4% in terms of Italian GDP. Similarly, the benchmark interest rates for the banking market, albeit growing, will continue to remain at relatively low levels, not far from today's, at least for the next three years, growing at a faster pace in the last two years of the Plan period. A) Capital strengthening will be effected via a EUR 850 mln rights issue for existing shareholders and an additional capital increase, exempt from pre-emptive rights of existing shareholders, for a maximum amount of EUR 15.8 mln for the buyback of the non- controlling interests held by the Foundations owning stakes in Cassa di Risparmio di Carrara S.p.A.