banca carige s.p.a. · flavio repetto, in his quality as chairman and managing director, and holder...

The Chairman To

Banca CARIGE S.p.A.

Cassa di Risparmio di Genova e Imperia

Via Cassa di Risparmio 15,

16123 GENOA (ITALY)

Genoa, 7 April 2009

Presentation of a list of candidates for appointment as Director of CARIGE S.p.A.

The Shareholder

Fondazione Cassa di Risparmio di Genova e Imperia, represented to all intents and purposes by

Flavio Repetto, in his qual i ty as Chairman and Managing Director, and holder of a total

of 711,954,403 ordinary shares, or 44.083% of the Company's ordinary capital,

with regard to the appointment to the Board of Directors of CARIGE S.p.A., tabled for a first ordinary

Shareholders' Meeting to be held on 29/4/2009, or, if needed, for a second Meeting to be held on

30/4/2009, hereby presents, pursuant to Section 18 of the Articles of Association, the following list of

candidates for appointment to a Directorship at CARIGE S.p.A. –

PROG. N. Name and surname Place and date of birth

1 GIOVANNI BERNESCHI Genoa, 25/07/1937

2 ALESSANDRO SCAJOLA Frascati (near Rome), 29/08/1939

3 GABRIELE GALATERI di GENOLA Rome, 11/01/1947

4 GUIDO ALPA Ovada (near Alessandria), 26/11/1947

5 PIERGIORGIO ALBERTI Sanremo (near Imperia), 28/03/1943

6 PIETRO ISNARDI Imperia, 02/06/1947

7 RENATA OLIVERI Cassine (near Alessandria), 14/12/1943

8 LUIGI GASTALDI Canneto Pavese (near Pavia), 19/01/1939

1440

BANCA CARIGE S.p.A. SEGRETERIA GENERALE

8 APR 2009fondazione C A R I G E

fondazione C A R I G E

Pursuant to the terms and conditions of the aforementioned Section 18 of the Articles of

Association and to current enacted law, and furthermore to the terms set out in the letter of notification

to attend the Meeting, the following documents are hereby deposited –

a) declarations made by each individual candidate wherein they accept their candidacy and certify

both that they meet the requirements necessary for covering the office and that there are no

reasons banning them from election or making them incompatible for office, in addition to a

declaration that they meet the independence requirements set out in both Section 148 (3) of

Legislative Decree no. 58/1998 and the Code of Conduct for Listed Companies, to which the Bank is

a signatory;

b) the curricula of each and every candidate, providing full and detailed, personal and professional

information;

c) certificates issued by an authorised third party, documenting the number of shares held by the

candidate in the Fondazione Cassa di Risparmio di Genova e Imperia.

Yours sincerely,

For and on behalf of Fondazione Cassa di Risparmio di Genova e Imperia

The Chairman

(Flavio Repetto)

To

Banca CARIGE S.p.A.

Cassa di Risparmio di Genova e Imperia,


16123 GENOA (ITALY)

The undersigned Giovanni Berneschi, born in Genoa on 25/7/1937, Tax Code

BRNGNN37L25D969E, resident in Via Felice Romani 2/7, Genoa, with regard to his candidacy

for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented in the list

sent by the shareholder Fondazione Cassa di Risparmio di Genova e Imperia, with reference to his

appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29 April 2009

or, if necessary, at a second Meeting on 30 April 2009, under his own responsibility,

hereby declares

that he wishes to accept candidacy for office as proposed by the Fondazione Cassa di

Risparmio di Genova e Imperia;

that there are no reasons barring him from election or making him incompatible with office,

and additionally that he meets the independence requirements set out in Ministerial Decree

no. 161, dated 18 March 1998 (Respectability and Professionalism Regulations for Bank

Directors and reasons for their exclusion), pursuant to Section 26 of Legislative Decree no. 385,

dated 1 September 1993, in addition to the respectability requirements set out in Ministerial

Decree no. 162, dated 30 March 2000 (Respectability and Professionalism Regulations for Auditors

in Listed Companies to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24

February 1998), pursuant to Section 147-quinquies of Legislative Decree no. 58/1998.

Yours sincerely,

Genoa, 7 April 2009

CURRICULUM VITAE, Giovanni BERNESCHI

Personal details born in Genoa on 25/07/1937 resident in Via Felice Romani 2/7, Genoa Tax Code: BRNGNN37L25D969E Academic and professional qualifications B.A. honoris causa in Economics, University of Genoa Qualified Technician and Accountant Registered as a Qualified Accountant formerly Certified Accountant Experience to date Chairman of CARIGE S.p.A. from 31/3/2003, formerly Director from 21/12/1999 and

managing Director from 21/02/2000 Director and member of Executive Committee at the Cassa di Risparmio di Savona S.p.A. from

July 1999 Deputy Chairman, Cassa di Risparmio di Carrara S.p.A. from 19/2/2004 Chairman of Carige Vita Nuova S.p.A. from 19/4/2004, formerly Director from November 1991 Deputy Chairman of Carige Assicurazioni S.p.A. from 19/04/2004, formerly Chairman from

26/06/2001 to 18/04/2004 and Director from May 1995 Director at Banca Cesare Ponti S.p.A. from 01/06/2006, formerly Deputy Chairman from

29/12/2004 Deputy Chairman at Centro Fiduciario C. F. S.p.A. in Genoa from May 1998, previously Director

from 1992 Chairman of Board of Directors at Infrastrutture Lavori Italia Autostrade S.p.A. from 21 June

2005 Director at Centrosim S.p.A. from 03/05/2007, previously Director and member of Executive

Committee from 28/04/2004 to 02/05/2007 Member of Committee of Auditors at the Fondo Interbancario Tutela dei Depositi from

February 2004 Statutory Auditor at ACEACRI S.r.l. during its receivership from 1995 Deputy Chairman of ABI (Associazione Bancaria Italiana, the Italian bankers' Association)

from 09/07/2008, formerly member of Board and Executive Committee Member of Committee and Board of Directors at C.C.I.A.A. in Genoa from 1999, previously

member of previous "Committee" from 1992 until its re-launch under new articles of association in 1999

Member of Committee at Confindustria Genova since 2009, previously member of Directorate from October 2002 and Finance Department member of Board of Directors

Director, Fondazione Felice Gianani, from 2008 Member of Committee of Banking Companies at ACRI (Associazione fra le Casse di Risparmio

Italiane, or Italian Association of Savings Banks) from May 2003 Director of Culture and Banking and Insurance Techniques Centre in Genoa from 1992 (Member

since 1990) Member of Scientific Committee, Istituto Italiano Attuari from 1996

Previous work experience

Director General of Cassa di Risparmio di Genova e Imperia from 01/06/1989 and later of BANCA CARIGE S.p.A. from 01/12/1991 to 01/06/2001

Director of Fondazione Cassa di Risparmio di Genova e Imperia from 01/12/1991 to January 2001

Director, Levante Assicurazioni S.p.A. in Genoa from November 1991 until July 1998 Director and member of Executive Committee at the Cassa di Risparmio di Savona S.p.A.

from December 1993 until January 1997 Director, Carige Asset Management S.p.A. from 28/02/2005 until 18/12/2007, formerly

Deputy Chairman from 07/07/2003 Chairman of Board of Directors, Infrastrutture Lavori Italia S.p.A. from April 2002 until March

2007

Member of the ACRI Allocating Entities Committee from July 1997 until April 2000 Director of ACRI from June 1995 until January 1997

Deputy Chairman of Fondigest S.p.A. from April 1990 until December 1991 Director of Centro Fiduciario S.p.A. from 04/07/1977 until 1990 Director of Servizi Interbancari S.p.A. from 14/03/1986 until April 1991 Director of Autostrada dei Fiori S.p.A. from 28/04/1987 until 18/07/1988 Director of S.A.L.T. S.p.A. from June 1991 until January 1992 Director of Eptaconsors S.p.A. in Milan from 29/01/1990 until 2003 Director and Deputy Chairman of Eptasim S.p.A. from 1992 until November 1994

Deputy Chairman, Eptasim S.p.A. - Property Brokers in Milan from 2001 until 2003, previously Director from December 1994

Director of Eptafund S.p.A. in Milan from January 1994 until 2003 Director of Eptacom Commissionaria di Borsa S.p.A. from 13/12/1989 until April 1992 Director of Columbus Domestic S.p.A. from 1990 until January 1994 Deputy Auditor at Columbus Leasing S.p.A. from April 1987 until January 1994 Deputy Auditor at Columbus Factoring S.p.A. from January 1989 until January 1994 Auditor at Certa S.r.l. during its receivership at Rome from April 1997 until July 2000

Member of Genoa Stock Exchange Deputation from 1991 to 1992 Special Observer at Genoa Stock Exchange, 1990 to 1994 Chairman, Credit, Finance, and Insurance Department of Genoa Chamber of Commerce

from 1992 (Member since 1989) until 1997 Chairman, County Insurance Agents' Commission at Genoa Chamber of Commerce from

1992 to 1999 Member of External Communications Commission at ACRI from 1994 to 2000 Member of Staff Training and Development Commission at ACRI from 1994 to 1997 Member of ABI Select Committee on Taxation from 2006 to 2008 Member of Trade Unions and Manpower Committee at ABI from 2006 until 2008 Member of Genoa County Committee for the Euro Member of Guiding Committee at CELIG (Centro Regionale Ligure per il Commercio con

l'Estero or Ligurian Regional Centre for Overseas Trade) in Genoa from 1986 to 1999 Member of Auditing Committee at the Patti Chiari Consortium from 3 May 2007 until 31

October 2008

Genoa, 7 April 2009

To

Banca CARIGE S.p.A.



16123 GENOA (ITALY)

The undersigned Alessandro Scajola, born in Frascati (near Rome) on 29/08/1939, Tax

Code SCJLSN39M29D773G, resident in Corso Cavallotti 76/A2, Sanremo (near Imperia), with

regard to his candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A.,

presented in the list sent by the Fondazione Cassa di Risparmio di Genova e Imperia, with reference

to his appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29

April 2009 or, if necessary, at a second Meeting on 30 April 2009, under his own responsibility,

hereby declares





no. 161, dated 18 March 1998 (Respectability and Professionalism Regulations for Bank Directors

and reasons for their exclusion), pursuant to Section 26 of Legislative Decree no. 385, dated 1

September 1993, in addition to the respectability requirements set out in Ministerial Decree no.

161, dated 30 March 2000 (Respectability and Professionalism Regulations for Auditors in Listed

Companies to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24 February

1998), pursuant to Section 147-quinquies of Legislative Decree 58/1998.

Yours sincerely,

Genoa, 7 Apri l 2009

CURRICULUM VITAE Alessandro SCAJOLA

Personal details

born in Frascati (near Rome) on 29/08/1939

resident at Corso Cavallotti 76/A2, Sanremo (near Imperia), Tax Code: SCJLSN39M29D773G

Academic and professional qualifications

Degree in Law

Experience to date

Deputy Chairman, Banca Carige S.p.A. - Cassa di Risparmio di Genova e Imperia from 27/04/2001, previously Director from 29/04/1995 and member of Executive Committee from 11/05/1998

Deputy Chairman, Cassa di Risparmio di Savona S.p.A. from 18/04/2006 Deputy Chairman, Autostrada dei Fiori S.p.A. from 26/05/1993


Director General of Fondazione Cassa di Risparmio di Genova e Imperia from 01/12/1991 to May 1995

Director of Cassa di Risparmio di Genova e Imperia from 30/08/1990 to 30/11/1991 Director of Carige Asset Management S.p.A. from 28/02/2005 to 18/12/2007, previously

Chairman from 07/07/2003 Deputy Chairman of Carige Vita Nuova S.p.A. from 19 April 2004 to April 2007 Deputy in Lower House of Parliament from June 1979 until June 1987 Mayor of Imperia from May 1974 until August 1975 and from April 1977 until April 1979 Council Treasurer in Imperia from September 1970 until May 1974 Director at Autostrada dei Fiori S.p.A. from 1974 until 1979 Director of Columbus Leasing S.p.A. from 1990 until 31/01/1994 Director of Mediocredito Ligure S.p.A. from 1991 until 31/01/1994 Director of S.I.P. telephone company from May 1991 until May 1994 Director of Genoa University from 1993 until 1995 Director of Fondazione Cristoforo Colombo from 1992 until 1996 Secretary General, Chamber of Commerce in Imperia, Asti, and Alessandria Member of Technical Committee in the Chamber of Commerce Consortium for the

coordination of local markets and innovative services for companies

Genova, 7 aprile 2009

To

Banca CARIGE S.p.A.



16123 GENOA (ITALY)

The undersigned Gabriele Galateri di Genola e Suniglia, born in Rome on 11/01/1947, Tax

Code GLTGRL47A11HSO1Z, resident in Piazza Vittorio Veneto 12, Turin, with regard to his

candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented in the

list sent by the Fondazione Cassa di Risparmio di Genova e Imperia, with reference to his



hereby declares








161, dated 30 March 2000 162 (Respectability and Professionalism Regulations for Auditors in

Listed Companies to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24

February 1998), pursuant to Section 147-quinquies of Legislative Decree 58/1998;

and additionally that, to the best of his knowledge, he meets the independence requirements

set out in Section 148 (3) of Legislative Decree no. 58/1998, the Code of Conduct for Listed

Companies promoted by Borsa Italiana S.p.A., pursuant to Section 18 (3) of the Articles of

Association.

Yours sincerely,

Genoa, 3 April 2009

Gabriele Galateri di Genola e Suniglia

GABRIELE GALATERI DI GENOLA

was born in Rome on 11 January 1947. He is married and has a daughter. He was knighted as

a Cavaliere del Lavoro. Since 3 December 2007 he has been Chairman of Telecom Italia.

After his Master of Business Administration at the Columbia University Business School, he began

work in 1971 at the Strategic Management Office of the Banco di Roma, starting out as the head of

the Financial Analysis Department and later taking over at their International Financing Office.

In 1974 he moved to the Saint Gobain Group as Financial Director, where he would stay until

1976.

In 1977 he joined Fiat S.p.A., where his responsibilities grew with time: from Manager of Northern-

Central-Southern America in the Overseas Finance Department to Manager of Overseas Finance,

and finally Finance Director.

In 1986 he was appointed Managing Director of Ifil S.p.A. and, in 1993, he took over as Managing

Director and Director General of IFI, where he would stay until 2002.

In June 2002 he was appointed Managing Director at FIAT S.p.A.

From April 2003 until June 2007, he was Chairman of the Board of Directors at Mediobanca S.p.A.

He is a non-executive Director on the Boards at TIM Participações S.A. Banca Esperia S.p.A.,

Banca CRS S.p.A., Italmobiliare S.p.A., Fiera di Genova S.p.A., Utet S.p.A., Accademia Nazionale

di Santa Cecilia — Fondazione, Istituto Europeo di Oncologia, as well as Accor S.A.

He is also the Deputy Chairman of Assicurazioni Generali S.p.A.

He is a member of the Committee and the Directorate at Confindustria and the Chairman's Deputy

for Communications and Broadband.

Aprile 2009

P R O F . G U I D O A L F A

L E C T U R E R I N C I V I L L A W A T L A S A P I E N Z A U N I V E R S I T Y , R O M E

To

Banca CARIGE S.p.A.



16123 GENOA (ITALY)

The undersigned Guido Alpa, born in Ovada (near Alessandria) on 26/11/1947, Tax Code

LPAPGD47S26G197A, resident in Corso Magenta 1, Genoa, with regard to his candidacy for

appointment as a Member of the Board of Directors at CARIGE S.p.A., presented in the list sent by

the Fondazione Cassa di Risparmio di Genova e Imperia, with reference to his appointment to the

Board of Directors to be voted on at a first Shareholders' Meeting on 29 April 2009 or, if necessary, at

a second Meeting on 30 April 2009, under his own responsibility,

hereby declares








Decree no. 161, dated 30 March 2000 162 (Respectability and Professionalism Regulations for

Auditors in Listed Companies to be issued pursuant to Section 148 of Legislative Decree no. 58,

dated 24 February 1998), pursuant to Section 147-quinquies of Legislative Decree no. 58/1998;

and additionally that he meets the independence requirements set out in Section 148 (3) of

Legislative Decree no. 58/1998, the Code of Conduct for Listed Companies listed promoted by

Borsa Italiana S.p.A., pursuant to Section 18 (3) of the Articles of Association.

Yours sincerely,

1 0 1 2 2 G E N O A - V I A G I A C O M O E F I L I P P O 1 5 / 8 - T E L ( + 3 9 0 1 0 ) 8 8 9 0 4 4 - 8 8 9 9 9 4 - 8 8 0 9 6 8

F a x ( + 3 9 0 1 0 ) 8 1 5 6 0 0 0 0 1 8 0 R O M A - P . Z Z A B E N E D E T T O C A I R O L I 6 - T E L ( + 3 9 0 6 ) 6 8 8 0 0 9 2 4 F A X ( + 3 9 0 6 ) 6 8 8 0 1 8 0 3

C O D I C E F I S C A L E L P A P G D 4 7 E 1 2 0 G 1 9 7 A - P A R T I T A I V A 0 1 1 3 8 2 0 0 1 0 2 E - M A I L A L P A @ A L P A - G A L L E T T O . I T

Genova, 6 aprile 2009

CURRICULUM VITAE OF PROF. GUIDO ALPA

Born in Ovada (near Alessandria) on 26/11/1947

Resident at corso Magenta 1, Genoa

living at via Santi Giacomo e Filippo 15, Genoa, tel. +39 010 889944, fax +39 010

815600, and at Piazza Benedetto Cairoli 6, Rome, tel. +39 06 68300324, fax +39 06

68301809

Academic qualifications

School leaving certificate at A. Doria Grammar School, Genoa, in 1965-1966.

First-class Honours Degree in Law at Genoa University, in 1969-1970.

Post-graduate Qualifications

1972: scholarship in private law (Genoa University).

1974: assistant lecturer in private law (Genoa University).

1975: lecturer in private law (Genoa University). 1977: lecturer in civil law (Genoa

University).

1980: Special Professor in private law (Genoa University).

1983: full professorship.

Same faculty, 1985-1990: lectures in civil law and comparative private law.

1981 – 1989 Director of Faculty.

1991 – 1995: Professor of Comparative Legal Systems at Genoa University.

1996 – 2006: Lecturer in sundry Comparative Law and European Law subjects.

Professor of Civil Law at La Sapienza University, Rome.

Visiting Professor at –

School of Law, University of Oregon (1977, 1979, 1985);

Berkeley University of California, autumn 1979;

University of London (Inst. of Adv. Leg. Studies), Summer 1982;

Faculté internationale de Droit Comparé, Mannheim (1984), Trent

(1985), and Coimbra (1986);

Barcelona University (1989) and Granada University (1990).

1

1996: Degree in Law awarded honoris causa at the Universidad Complutense de Madrid

(UCM).

2007: Degree in Law awarded honoris causa by Universidad Nacional Mayor de San

Marcos in Lima (Peru).

2008: Degree in Law awarded honoris causa by the University of Buenos Aires.

1998: Member of Honourable Society of Gray's Inn.

1999: Member of European Consumer Law Group.

Member of British Academy since 2004.

Honorary Member of the Accademia Ligure di Scienze e Lettere since 2008.

Professional qualifications Attorney-at-Law registered for the Genoa District in 1974. Barrister since 1980. Took Silk in 1984. Former Member of Board of Directors at the Fondazione Cesar, from 1993 until

1998. Former Chairman, Users' Consultative Committee (1994 to 1997). Deputy Chairman, Italian Bar Council from 2001 to 2004. Former Director of the Cassa di Risparmio di Genova e Imperia. Chairman of

Regional Control Committee for Financial Advisers, 1991 to 2008. Chairman of Italian Bar Council since 2004. A Director of ISVAP. Member of Management Committee, Associazione Italiana per l'Arbitrato. Member of Management Committee, Associazione Italiana di Diritto Comparato. Chairman of Regional Control Committee for Financial Advisers since 1991. Member of Italian Management Committee, AIDA (the Association Internationale

de Droit des Assurances or International Insurance Lawyers' Association) since 1996.

Member of Scientific Committee at Bancaria publishing company (since 2008).

Former member of – Giannini Ministerial Commission for the suppression of quangos (1977); Mirabelli Ministerial Commission for data protection and data bases (1981);

Paladin Presidential Commission for Judicial Reform (1989); Stock Exchange Advisory Commission, 1986 to 1993; INAIL (Workplace Health and Safety Commission) for safety legislation reform

(1995); Commissions at the Department of Social Affairs dealing with comparative advertising

and consumer affairs (1994); 2

a Commission at the Department of Justice dealing with arbitration for consumers (1996-1997);

Commission of Experts at the Data Protection Agency of the Civil Service Department (1995-1997). Professor Alpa has also been –

Chairman of the Ligurian Office of AIDA, from 1994 to 1998

He is also a member of the Ministerial Commission for Reform of the Fifth Book of the Code of Civil Law

Involved with the telecommunications industry, where he drew up the proposed regulations for conflicts between companies and users on behalf of the Telecommunications Ombudsman

A special advisor to the Civil Service in its dealings with the Telecommunications Ombudsman

An advisor on arbitration and legal procedures for telecommunications companies

Chivalric decorations Knight of the Equestrian Order of the Holy Sepulchre of Jerusalem Commander of the Pontifical Equestrian Order of St. Gregory the Great Knight Grand Cross of the Italian Order of Merit

Publications Selection of Italian works:

Compendio del nuovo diritto privato, Utet, 2000 Trattato di diritto civile, I volume: Fonti, storia, interpretazione, Giuffrè, 2000 La formazione giurisprudenziale, Utet, 2000

La cultura delle regole. Storia del diritto civile italiano, Laterza, 2000, Istituzioni di diritto privato. Nozioni. Utet, 2001 L'interpretazione del contratto, Giuffrè, 2001

La re.T,onsabilità civile, 3 ed., Giuffrè, 2001 I diritti dei consumatori e degli utenti, Giuffrè, 2001 Istituzioni di diritto privato. Problemi, Utet, 2002 Il diritto dei consumatori, Laterza, ed. 2002 Diritto della Responsabilità civile, Laterza, 2003 Le clausole vessatorie nei contratti del consumatore, Giuffrè, 2003

Diritto della responsabilità civile, Laterza, 2003 Diritto contrattuale europeo e diritti dei consumatori. L'integrazione europea e il processo civile, Material from the seminar dated 12 July 2002, Giuffrè, 2003

Commentario breve al c.c. Leggi complementari, Cedam, 4 ed., 2003 Il danno biologico, 3 ed., Cedam, 2003

La trasparenza dei contratti bancari, Cacucci, Bari, 2003 Un progetto di ricerca sulla storia dell'avvocatura, Il Mulino, 2003

Casi scelti in tema di responsabilità civile, Cedam, 2004 La risoluzione stragiudiziale delle controversie e il ruolo dell'avvocatura, 2004 Il diritto privato nel prisma della comparazione, Giappichelli, 2004 Il codice civile europeo. Fonti ed effetti. Materiali del seminario dell'8 / 9 novembre 2002, Giuffrè, 2004 La nobiltà della professione forense, Cacucci, 2004 Diritto pubblico e diritto privato nella formazione del mercato unico. Materiali del seminario dell'8 luglio 2004, edited by G. Alpa, Rassegna forense, Giuffrè, 2005 Il diritto nella società moderna, edited by Guido Alpa, Records of the congress in honour of S. Rodotà, Jovene, 2005 L'avvocato, Il Mulino, 2005

Avvocati e procuratori, Il Mulino, 2005 Manuale di diritto privato, 4 ed., Cedam, 2005

//contratto nel common late inglese, Alpa e Delfino, 5 ed., Cedam,_2005 Fondamenti di diritto privato europeo, Giuffrè, 2005 Il giudice e l'uso delle sentenze straniere, edited by G. Alpa, Quaderni di Rassegna Forense, Records of the seminar dated 21 October 2005 for 50 Corte cost., Giuffrè, 2006 I principi generali, Treatise of private law edited by Iudica e Zatti, Giuffrè, 2006 Introduzione al diritto dei consumatori, 3 ed., Laterza, 2006 Le assicurazioni private, Vol. I, II, III, edited by G. Alpa, Rassegna Bigiavi, Utet, 2006 Codici deontologici e autonomia privata, Records of the seminar on the occasion of the twentieth anniversary of La nuova giurisprudenza civile commentata, edited by G. Alpa e p. Zatti, Quaderni di Rassegna forense, Giuffrè, 2006 Corso di diritto contrattuale, Cedam, 2006 Introduzione al diritto contrattuale europeo, Laterza, 2007 Lezioni di diritto privato europeo, collected by G. Alpa and G. Capilli, Cedam, 2007 XXVIII Congresso nazionale dell'avvocatura italiana. Contributions of CNF, edited by Alpa, Quaderni di Rassegna Forense, Giuffrè, 2007 Il progetto italo francese delle obbligazioni (1927), Un modello di armonizzazione nell'epoca della ricodificazione, edited by G. Alpa and G. Chiodi, Quaderni di Rassegna Forense, Giuffrè, 2007 I custodi del diritto, IlSole24ore, 2007 Che cos'è il diritto privato, Laterza, 2007

Manuale di diritto privato, 5 ed. Cedam, 2007 L'avvocato, Il Mulino, 2 ed. 2008 Diritto Privato Comparato, G. Alpa, M.J. Bonell, D. Corapi, L. Moccia, V. Zeno-Zencovich, A. Zoppini, 3 ed., Laterza, 2008 Atti del primo congresso nazionale giuridico forense del secondo Dopoguerra (Settembre-novembre 1947) edited by G. Alpa, S. Borsacchi, R. Russo, Il Mulino, 2008 Commentario Breve al Codice Civile. Leggi Complementari, Torno III, edited by G. Alpa, Cedam, 2009

4

Other publications

In Partibus Angliae: Images of the "Common Law" in Italian Legal Culture, in Mediterranean journal of Human Rights, vol. 5, 2001 Trading on line and the protection of the Consumer, in Kluwer Law International, 2002

European private Law: Results, Projects and Hopes, in EBLR, voi 14.n. 4 ,2003 Harmonisation of Contract Law and the Plan for a European Civil Code , in EBLR, vol. 15 , n. 1, 2004 Mergers: Remedies and Freedom of Contract, in EBLR, vol. 15, n. 2, 2004 The Harmonisation of the EC Law of Financial markets in the Perspective of Consumer protection, in EBLR, vol. 15, n.3, 2004 A Glance at Unfair Terms in Italy and the United Kingdom, in EBLR, vol. 15, n. 5, 2004 Rules on Competition and Fair Trading, in H. Collins (ed.) The Forthcoming EC Direttive on Unfair and Commercial practices, 91-110, Kluwer Law International, 2004 New perspectives in the Protection of Consumers: A general Overview and some Criticism on Financial Services, in EBLR, vol. 16, n.4, 2005 Commercial Contracts: Freedom, Practice and Rules in Italian Law, in EBLR, vol. 16, n. 6, 2005 The Administration of justice and the Role of Lawyers, in EBLR, vol. 17, n. 4, 2006 Basil Markesinis, Comparative law in the Courtroom and Classroom, Book Reviews G. Alpa, in ICLQ, vol. 55, part 2, 2006 The British Contribution to Italian legal thinking, in The British Contribution to the Europe of the Twenty-First century, edited by B. Markesinis, 2002 Tradition and Europeanization in Italia Law, BIICL, 2005 Compensation for personal Injury in English, German and Italian Law, A Comparative Outline, B.Markesinis, M. Coester, G. Alpa, A. Ullstein, CSICL, 2005 The Age of Rebuilding, Sketches of the new Italian Private Law, ICLQ Editor, 2007

Italian Private Law, G. Alpa e V. Vincenzo Zeno Zencovich , Cavendish, 2007

Joint Editor of the following Journals:

Economia e diritto del terziario, F. Angeli Contratto e impresa, Cedam. Contratto e impresa / Europa, Cedam Diritto dell'informazione e dell'informatica, Giuffré. Nuova Giurisprudenza Civile e Commentata, Cedam. Responsabilità civile e previdenza, Giuffré. Rivista critica di diritto privato, Jovene. Diritto dei consumi, FCE Europa e diritto privato, Giuffré I Contratti, Ipsoa

6 Apri l 2009

5

To

Banca CARIGE S.p.A.

Cassa di Risparmio di Genova e Imperia Via Cassa di Risparmio 15, 16123 GENOA (ITALY)

The undersigned Piergiorgio Alberti , born in Sanremo (near Imperia), on 28/03/1943, Tax Code

LBRPGR43C281138Y, resident in Via Corsica 2, Genoa, with regard to his candidacy for appointment as a

Member of the Board of Directors at CARIGE S.p.A., presented in the list sent by the Fondazione Cassa di

Risparmio di Genova e Imperia, with reference to his appointment to the Board of Directors to be voted on at a

first Shareholders' Meeting on 29 April 2009 or, if necessary, at a second Meeting on 30 April 2009, under his

own responsibility

hereby declares








161, dated 30 March 2000 162 (Respectability and Professionalism Regulations for Auditors in

Listed Companies to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24

February 1998), pursuant to Section 147-quinquies of Legislative Decree 58/1998;

Yours sincerely,

Genoa, 6 April 2009

PROF. PIERGIORGIO ALBERTI (28/03/1943), resident in Via Corsica 2, Genoa, tel. +39 010 540279 — facsimile +39 010 532372

email: [email protected]

Professor of Administrative Law at Genoa University. Writer of many

pamphlets and articles in Italian and overseas learned journals.

Senior Counsel. Certified Accountant.

Currently Member of the Board of Directors at Finmeccanica S.p.A. (where

he chairs the In-house Control Committee), Parmalat s.p.a., the Ente

Ospedaliero Ospedali Galliera di Genova, and the Fondazione Ansaldo.

Professor Alberti has also been a Director of Banca Carige S.p.A., Locat

S.p.A., Mediocredito Ligure, Sina S.p.A., AISCAT (the Associazione Italiana

Società Concessionarie Autostrade e Trafori, or Italian Motorways and

Tunnels Licensor), and deputy Chairman of Autostrada dei Fiori S.p.A.,

Autostrada Ligure Toscana S.p.A., and Finligure S.p.A. He has also sat

on the Scientific Committee set up by the government for implementing

Book V of the Constitution.

He is a member of several associations for Law Lecturers (including LISA —

Istituto Italiano di Scienze Amministrative, AIDU, the Associazione Italiana

di Diritto Urbanistico, and AIPDA, the Associazione italiana professori di

diritto amministrativo).

Genoa, 6 April 2009

P I E T R O I S N A R D I

To

Banca CARIGE S.p.A.



16123 GENOA (ITALY)

The undersigned Commander Pietro Isnardi, born at Imperia on 02/06/1947, Tax

Code SNRPTR47H02E290G, resident at Via Roncati Carli 15, Imperia, with regard to his

candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented

in the list sent by the Fondazione Cassa di Risparmio di Genova e Imperia, with reference to his

appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29 April

2009 or, if necessary, at a second Meeting on 30 April 2009, under his own responsibility,

hereby declares








162, dated 30 March 2000 (Respectability and Professionalism Regulations for Auditors in Listed

Companies, to be issued pursuant to Section 148 of Legislative Decree no. 58, dated 24

February 1998), pursuant to Section 147-quinquies of Legislative Decree no. 58/1998.

Yours sincerely,


(Commander Pietro Isnardi)

V I A R O N C A T I C A R L I , 1 5 - 1 8 1 0 0 I M P E R I A

P I E T R O I S N A R D I CURRICULUM VITAE

Pietro ISNARDI Personal details

Born in imperia on 02/06/1947

Resident in Via F.R. Carli 15, Imperia

Tax Code SNRPTR47H02E290G

Married to Anna Anselmi

Children: Carlo, Alessandra, and Benedetta

Academic qualifications

School leaving cert i f icate

Profession

Entrepreneur (industrial)

Main responsibilities currently held

Director, Banca Carige S.p.A. - Cassa di Risparmio di Genova e Imperia since 29/01/2001

Chairman and Managing Director of Pietro Isnardi Alimentari S.p.A. in Imperia since 2006, formerly sole Director from 1990

Chairman of Board of Directors and Directorate, Società Ligure dei Prodotti Tipici Cons. a r.l.

Member of Technical Committee, Fidimpresa Liguria Società Consortile per Azioni

Councillor at Porto di Oneglia S.p.A. Managing Director, Fiorifrutti Soc. Cons. a r.l.

Councillor at Tipografia Arti S.r.l.

Councillor at Depositi Olii Costieri S.r.l.

Sole Director, ISSAI S.r.l., currently in receivership Sole Director, Le Dolci Soste S.r.l.

Sole Director, Residenza Gli Ulivi S.r.l.

Sole Director, Residenza L'Oliveto S.r.l.

Executive Manager, La Ferraia Company

Executive Manager, II Frantoio Company

Executive Manager, II Torchio and la Macina Company


Chairman, Deaf and Dumb Institute, Imperia

Director of Fondazione Cassa di Risparmio di Genova e Imperia from June 2000 to January 2001 Member of Steering Committee, Fondazione Cassa di Risparmio di Genova e Imperia, from

18/12/2000 to June 2001

Chairman and Managing Director, Porto di Imperia S.p.A.

Chairman of Directorate, Consorzio Ligure dei Prodotti Tipici

Councillor at Imperia Sviluppo S.r.l.

Member of Board, Imperia Chamber of Commerce

Member of Committee, Imperia Chamber of Commerce Member of Board, Imperia Industry Association

G e n o a , 3 Apri l 2 0 0 9

V I A R O N C A T I C A R L I , 1 5 - 1 8 1 0 0 I M P E R I A

To

Banca CARIGE S.p.A.


Via Cassa di Risparmio 15, 16123 GENOA (ITALY)

The undersigned, Renata Oliveri, born in Cassine (near Alessandria) on 14/12/1943, Tax

Code LVRRNT43T54CO27V, resident in Via Contardo 8/4B, Genoa, with regard to her

candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented

in the list sent by the Fondazione Cassa di Risparmio di Genova e Imperia, with reference to her

appointment to the Board of Directors to be voted on at a first Shareholders' Meeting on 29 April

2009 or, if necessary, at a second Meeting on 30 April 2009, under her own responsibility,

hereby declares

that she wishes to accept candidacy for office as proposed by the Fondazione Cassa di


that there are no reasons barring her from election or making her incompatible with office,

and additionally that she meets the independence requirements set out in Ministerial Decree




Decree no. 162, dated 30 March 2000 (Respectability and Professionalism Regulations for

Auditors in Companies on the Stock Exchange, to be issued pursuant to Section 148 of

Legislative Decree no. 58, dated 24 February 1998), pursuant to Section 147-quinquies of

Legislative Decree no. 58/1998.

Yours sincerely,

Genoa, 3 April 2009

CURRICULUM VITAE Renata OLIVERI

Personal details

Born in Cassine (near Alessandria)

On 14;12;1943, resident in Via Contardo 8/4B, Genoa,

Tax Code: LVRRNT43T54CO27V


Degree in Economics from Genoa University

Main responsibilities to date

Director at Banca Cesare Ponti S.p.A. from 20 April 2006 Director General, Industrial Promotion Institute in Rome


Secretary General, Liguria Regional Government

Minister for Finance and Management, Liguria Regional Government Member of Tax Committee, Liguria Region Chairman of Board of Directors at Porto Petroli di Genova S.p.A. in 1994, and Managing Director

from 1992 to 1994. Director at FILSE S.p.A. in Genoa from 2005 to 2008. Administrative Councillor at Datasiel S.p.A. from 2003 to 2005, formerly Auditor from 1989 to

1996. Director at Finporto S.p.A. from 1989 to 1996.

Has also undertaken other work for Genoa County Council between 1969 and 1980.

Held various Directorships at Liguria Region from 1980 to 1990. Director of Presidency in External Relations dealings at the Consorzio Autonomo del Porto di

Genova from 1991 to 1994. Director of Production Department and General Manager of Economic Development and

Employment Policy for the Liguria Region between 1994 and 2001. Genoa, 3 April 2009

To

Banca CARIGE S.p.A.



16123 GENOA (ITALY)

The undersigned Luigi Gastaldi, born in Canneto Pavese (near Pavia) on 19/01/1939, Tax

Code GSTLGU39A19B613A, resident in Via Caccialupo 17, Canneto Pavese (near Pavia), with regard

to his candidacy for appointment as a Member of the Board of Directors at CARIGE S.p.A., presented

in the list sent by the Fondazione Cassa di Risparmio di Genova e Imperia, with reference to his



hereby declares

that she wishes to accept candidacy for office as proposed by the Fondazione Cassa di


that there are no reasons barring her from election or making her incompatible with office,

and additionally that she meets the independence requirements set out in Ministerial Decree




161, dated 30 March 2000 (Respectability and Professionalism Regulations for Auditors in

Companies on the Stock Exchange, to be issued pursuant to Section 148 of Legislative Decree

no. 58, dated 24 February 1998), pursuant to Section 147-quinquies of Legislative Decree

58/1998.

Yours sincerely,

Genoa , 7 Ap r i l 2009

(Luigi Gastaldi)

CURRICULUM VITAE Luigi Gastaldi

Personal details

Born in Canneto Pavese (near Pavia), 19/01/1939

Resident in Via Caccialupo 17, Canneto Pavese (near Pavia), Tax Code: GSTLGU39A19B613A


Degree in Economics

Main responsibilities to date Director, Banca Carige S.p.A. - Cassa di Risparmio di Genova e Imperia since 11/12/2006

Deputy Chairman, Cassa di Risparmio di Carrara S.p.A. from 26/04/2007

Director at Carige Assicurazioni S.p.A. from 26/04/2007


Director of RAS S.p.A. from 1973 to 1991, formerly Principal Manager (now General Manager) from 1988 to 1991

Managing Director for Italy, AEGON Insurance Group from 1991 to 1993

Managing Director and Director General, Nuova MAA Assicurazioni S.p.A. from 1993 to 1995

Chairman, Italian Section Chairman of the Italian Delegation of CEA, the European Insurance and Reinsurance

Federation Member of the Committee of Italian Insurance Companies' Association (ANIA) Chairman of the Board of Directors, Associazione Calcio Voghera S.r.l. Chairman, Deputy Chairman, Managing Director, and Director of many companies in the

insurance/finance sector or affiliated thereto Deputy in Lower House of Parliament from 1996 to 2006


Mod. 137 TI

CERTIFICATE OF PARTICIPATION IN CENTRALISED DATA MANAGEMENT SYSTEM, MONTE TITOLI S.p.A. (Legisl. Decr. 24-2-1998, n. 58 and Legisl. Decr. 24-6-1998, n. 213)

INTERMEDIARY

BANCA CARIGE S.p.A.

FONDAZIONE CASSA DI RISPARMIO DI GENOVA E IMPERIA

DATED 07 APRIL 2009

ANNUAL N PR 10

CUSTOMER CODE

080 32669311

APPLICATION MADE BY

FONDAZIONE CASSA DI RISPARMIO DI GENOVA E IMPERIA

DATE AND PLACE OF BIRTH

TAX CODE 00343750105

THIS CERTIFICATE, WHICH SHALL REMAIN VALID UNTIL 30 April 2009, CERTIFIES

PARTICIPATION IN THE CENTRALISED DATA MANAGEMENT SYSTEM AT MONTE TITOLI S.p.A. OF THE AFOREMENTIONED PERSON, USING THE FOLLOWING FINANCIAL INSTRUMENTS

CODE DETAILS OF FINANCIAL INSTRUMENTS QUANTITY

IT0003211601 BANCA CARIGE ORDINARIE 711,954,403

THE FOLLOWING ENTRIES HAVE BEEN MADE ON THE AFOREMENTIONED FINANCIAL INSTRUMENTS:

THIS CERTIFICATE HAS BEEN ISSUED FOR THE FOLLOWING PURPOSE:

PRESENTATION OF A LIST OF CANDIDATES FOR APPOINTMENT TO THE BOARD OF DIRECTORS, FOR SHAREHOLDERS' MEETING(S) ON 29-30 APRIL 2009

CUSTOMER COPY

INTERMEDIARY

BANCA CARIGE SPA

POWER OF ATTORNEY FOR THE SHAREHOLDERS’ MEETING

INTERMEDIARY

BANCA CARIGE SPA

MESSERS

We hereby notify that

MR HAS BEEN GRANTED POWER OF ATTORNEY TO REPRESENT

FOR ENTITLEMENT TO VOTE

SIGNED DATE

banca carige s.p.a. · flavio repetto, in his quality as chairman and managing director, and holder...

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