BANCA CARIGE RATINGSdate of the last rating short-term long-term BFSR (1) (2) Individual (2) Support (3)Fitch November 2011 (4) F3 BBB - C 3Moody's July <strong>2012</strong> (4) P-3 Baa3 D+ - -Standard & Poor's February <strong>2012</strong> (5) A-3 BBB- - - -(1) Bank Financial Strength Ratings.(2) BFS ratings express the intrinsic strength and solidity of a bank, as well as its financial reliability given the bank's assets. Ratings range from A to E.(3) Support ratings indicate the likelihood of the Government or other public entity, or shareholders, stepping in to support the bank in the event of crisis.Ratings range from 1 to 5.(4) Date relative to the last press release issued by the rating agency.(5) Date relative to the last press release issued by the rating agency.BUSINESS PERFORMANCEDespite the difficult and complex macroeconomicscenario, the <strong>Carige</strong> Group essentially kept thetrend in equity and income statement results inline with the expectations.Intermediation activities with customers in the firstfew months of the year, in confirming the signs ofa slowdown in growth already recorded in 2011,registered results slightly below the expectations,both in terms of deposits and loans but, in anycase, essentially in line with the results recordedby the banking system.In terms of funding, the Group availed itself ofrefinancing at the European Central Bank, participatingin two extraordinary three-year auctionsin December and February, also taking advantageof the possibility offered to Italian banks ofdiscounting issued bank covered bonds at theECB. As regards the total amount financed of € 7billion, € 2 billion was new funding and the remainderwas used to replace loans with a closermaturity. This allowed a big improvement in theshort-term net financial position and strengthenedthe Group’s structural equilibrium, allowingthe Group to continue with the envisaged creditdevelopment policies.Bond placements with customers also continued:against roughly € 298 million in maturities and €437 million in repurchases, placements stood at€ 974 million at the end of June.As at 30 June <strong>2012</strong>, the Group’s Financial IntermediationActivities (FIA) fell by 4% over thesame period in the previous year and 2.9% sincethe start of the year, partly due to the conversionof the “<strong>Banca</strong> <strong>Carige</strong> 4.75% 2010-2015 convertiblebond with the option of redemption inshares” (“<strong>Banca</strong> <strong>Carige</strong> 4,75% 2010-2015 convertibilecon facoltà di rimborso in azioni") andthe application of the new legislation which requiresthe transfer of the treasury current accountsof Public Authorities to the State Treasury(variation of -2.8% and -1.7% net of said effectsrecorded in the twelve and six-month periods).Loans to customers increased by 3.3% in thetwelve months and were essentially stable fromthe start of the year.Consolidated net profit in the first six monthscame to € 90.2 million, up 20.1% on the figurerecorded in the same period in 2011. In particular,an increase was registered in the interestmargin and net service revenues when comparedto June 2011. Value adjustments increasedon both loans and available-for-sale financialassets, while operating costs were keptunder control.HIGHLIGHTS FOR FIRST HALF-YEAR<strong>2012</strong>On 14 February, <strong>Carige</strong>’s Executive Committeeresolved to approve the Group’s adoption of thenew Agreement signed on 31 January <strong>2012</strong> betweenABI (Italian Banking Association) and theconsumer associations for the extension to 31July <strong>2012</strong> of the deadlines for submitting applicationsfor the suspension of mortgage instalments,pursuant to the Agreement of 18 December2009. On 6 March, said Committee resolved<strong>Carige</strong>’s adoption of the agreement“New measures for credit for small and mediumsized enterprises” signed on 28 February <strong>2012</strong>by the Ministry of Economic Development, Infrastructureand Transport, the Ministry of Economyand Finance, the Italian Banking Associationand other associations representing businesses.10
On 20 February, the Parent Company's Boardof Directors resolved the full early redemption ofthe entire bond loan called "<strong>Banca</strong> <strong>Carige</strong>4.75% 2010-2015, convertible with the optionof redemption in shares" (“<strong>Banca</strong> <strong>Carige</strong> 4,75%2010-2015 convertibile con facoltà di rimborsoin azioni"), which is represented by more than €163 million in outstanding bonds, with a nominalvalue of € 2.40 each, for a total amount of€ 391.3 million. The early redemption was concludedon 23 March, with € 386.8 million innew shares issued.On 29 February, by taking advantage of thepossibility offered to Italian banks of discountingissued bank covered bonds at the ECB, <strong>Banca</strong><strong>Carige</strong> adhered to a long term refinancing operation(Long-Term Refinancing Operation -LTRO), which involved the acquisition of newmeans of funding, for the total amount of € 0.7billion, at a rate of 1%.On 27 April, the Ordinary Shareholders’ Meetingof the Parent Company appointed the Boardof Directors for the <strong>2012</strong>-2014 three-year periodwhich, on 2 May, elected:– the members of the Executive Committee,setting their term of office at 31 December<strong>2012</strong>, and– the members of the Internal Committees(Control and Risks, Remuneration and Appointments),as well as members of the SupervisoryAuthority established in accordancewith Legislative Decree 231/2001.On 14 May, the Board of Directors – in relationto two programs in place for the issuing of securedbank bonds and in accordance with therespective Framework Transfer Contracts relatingto the two programs in question – inter alia,resolved the transfer, within the current year, ofadditional eligible assets totalling roughly € 1.4billion, in the form of residential and commercialmortgages originated or renegotiated by<strong>Carige</strong> and its subsidiaries by 31 December2011, to be split between the two programs onthe basis of the Group’s liquidity requirementsand potential market developments.On 21 May, the Board of Directors approvedthe aforementioned Group Restructuring Project,targeted at developing the potential of <strong>Banca</strong><strong>Carige</strong>’s network outside Liguria, which will bethe object of a transfer – effective as of 31 December<strong>2012</strong> and open to the public from 1January 2013 – to a bank known as “<strong>Banca</strong><strong>Carige</strong> Italia SpA”, incorporated on 23 May<strong>2012</strong>, with the simultaneous full payment bysole shareholder <strong>Banca</strong> <strong>Carige</strong> of the sharecapital of € 7 million. On 29 May, <strong>Banca</strong><strong>Carige</strong> Italia SpA submitted its request to theBank of Italy for the authorisation to carry outbanking activities.On 28 May, the Boards of Directors of the InsuranceCompanies resolved to hire RobertoLaganà as General Manager, effective as of 1July <strong>2012</strong>, replacing the outgoing Managing DirectorDiego Fumagalli.The ratings assigned to the Parent Companywere revised downward as a result of the worseningof the credit rating of the Italian government:on 10 February Standard & Poor’s lowered<strong>Carige</strong>’s long-term rating from “BBB/A-2“to “BBB- /A-3” (with a negative outlook) and on15 May, Moody’s lowered this from “Baa1” to“Baa2” (with a negative outlook) and then to“Baa3” in July, as shown in the section “Eventsafter the close of the half-year period”.The <strong>Carige</strong> Group has the following pending taxdisputes:- alleged “abuses of right” in the use of the taxcredit for taxes paid abroad for the years from2004 to 2006 (<strong>Banca</strong> <strong>Carige</strong> and Cassa di Risparmiodi Carrara) and for financial transactionswith Italian shares as underlying for the 2005-2006 years (<strong>Banca</strong> <strong>Carige</strong>).As regards the dispute involving <strong>Banca</strong> <strong>Carige</strong>, itshould be noted that, in respect of the judgmentfiled on 6 February <strong>2012</strong> with which the ProvincialTax Commission of Genoa rejected<strong>Carige</strong>’s appeal, which <strong>Carige</strong> will appeal beforethe Supreme Court, on 14 February and 25May <strong>2012</strong>, tax bills, penalties and Ires interestrelating to 2004 were paid totalling € 10.5 million.With reference to the 2005 tax year, <strong>Carige</strong> filedan appeal and obtained the suspension of therelative tax collection notice; discussions havebeen set for next 3 October. In the meantime,on 22 February the Tax Authorities notified<strong>Carige</strong> of the imposition of penalties which weredisputed before the competent Tax Commission.In relation to the 2006 tax year, <strong>Carige</strong> submittedtax settlement proposals and, on 21 June<strong>2012</strong>, filed the associated appeals at the ProvincialTax Commission of Liguria.By contrast, as regards similar transactions carriedout by Cassa di Risparmio di Carrara in theyears 2004 and 2005, appeals were upheld bythe Provincial Tax Commission of Florence forthe year 2004 (ruling filed on 12 December2011) and by the Provincial Tax Commission ofMassa Carrara for the year 2005 (ruling filed on21 February <strong>2012</strong>) respectively. Appeals were11