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GENERAL MEETING OF THE SHAREHOLDERS, APRIL 19 2018    

GSM Decisions

 

The Calling
Model of special Attorney for individuals- not secret vote
Model of special Attorney for legal entities - not secret vote
Model of special Attorney for individuals- secret vote
Model of special Attorney for legal entities- secret vote
Form of vote by correspondence for individuals – not secret vote
Form of vote by correspondence for legal entities – not secret vote
Form of vote by correspondence for individuals - secret vote
Form of vote by correspondence for legal entities - secret vote


AGENDA

ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

    1. Electing the secretary of the Ordinary General Shareholders’ Meeting. 
    2. Approval of the individual and consolidated annual financial statements, for the financial year ended as at December 31, 2017.

    3. The Directors’ discharge for the fiscal year 2017.
    4. Approval of the profit distribution and setting of the dividend for 2017 (the gross dividend proposed is of 1.64 lei / share). The dividends will be paid within on May 31, 2018 and the deferred payment date will be November 30, 2018.
    5. Approval of the income and expenditure budget for 2018 and of the Business Plan for the fiscal year 2018.
    6. Approval of the remuneration due to the non-executive directors for the fiscal year 2018, as well as of the general limits for the directors’ additional remunerations and officers’ remunerations.
    7. Renewal Mr. Giovanni Luca SOMA mandate as director, for a 4-years period, starting with October 24, 2018 

    8. Electing Mr. François BLOCH as director for a 4-years period,. 

    9. Appointment of Ernst & Young Assurance Services SRL as financial auditor of the Bank for the financial year 2018.
    10.  Approval of the date of May 8, 2018 as ex date. 
    11.  Approval of the date of May 9, 2018 as registration date, in order to identify the shareholders that will receive dividends or other rights and who will be affected by the decisions of the ordinary general meeting of shareholders.

EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS:
    1. Electing the secretary of the  Extraordinary General Shareholders’ Meeting. 
    2. Approval of the amendment of the Articles of Incorporation of the Bank 
    3. Approval of the date of May 8, 2018 as ex date. 
    4. Approval of the date of May 9, 2018 as registration date, in order to identify the shareholders who are affected by the decisions of the extraordinary general meeting of shareholders.

 

 

 

GENERAL MEETING OF THE SHAREHOLDERS, APRIL 20, 2017    
    


AGENDA

ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

1. Electing the Secretary of the Ordinary General Shareholders’ Meeting

2. Approval of the individual and consolidated annual financial statements as at  December 31, 2016

3. The Directors’ discharge for the fiscal year 2016

4. Approval of the profit distribution and setting of the dividend for 2016

5. The shareholders Fondul Proprietatea and Fondul de Pensii Adminstrat Privat NN proposal:
Instruction of the Board of Directors to carry out the following actions:
a) To analyze the possibility for shareholders to approve additional distributions to shareholders of dividends or of other equity elements, to buy back the company's own shares (both through the open market and through tender offers) as well as of any other corporate actions at the level of the company such that:
(i) by the end of 2017 the company shall reduce its Tier 1 ratio at consolidated level to 16.6%;and
(ii) by the end of 2nd quarter of 2018 the company shall reduce its Tier 1 ratio at consolidate level to a level no higher than 1% above the Over-all Capital Requirement indicated by the National Bank of Romania (but under no circumstance the capital adequacy ratio should fall below the  minimum required by the Romanian National Bank)
b) As a results of the analysis carried out by the Board of Directors in accordance to the resolution at point a) above, the Board of Directors will take all necessary measures and will convene during 2017 the general shareholders meeting having on the agenda the approval of the necessary measures for meeting the objectives set at point a) above, including without limitation the buy-back of own shares, additional dividend distributions, distributions out of company retained earnings, other forms of distribution of equity elements.
c) Starting with the year 2018 and during the subsequent years, the Board of Directors will undertake all necessary corporate actions at the company's level to reduce and subsequently maintain the Tier 1 ratio at Group level at a level no higher than 1% above the Over-all Capital Requirement indicated by the National Bank of Romania (but under no circumstance tile capital adequacy ratio should fall below the minimum required by the Romanian National Bank).

6. Approval of the income and expenditure budget for 2017 and of the Business Plan for the fiscal year 2017

7. Approval of the remuneration due to the non-executive directors for the fiscal year 2017, as well as of the general limits for the directors’ additional remunerations and officers’ remunerations;

8.  The shareholders Fondul Proprietatea and Fondul de Pensii Adminstrat Privat NN proposal:
The use of the cumulative voting method for the appointment of the Board of Directors;

9. If the proposal on point 8 is approved by shareholders:
Election of the Board of Directors through the cumulative vote method.
- Mr. Giovanni Luca SOMA CV
- Mr. Philippe Charles LHOTTE CV
- Mr. Bernardo SANCHEZ INCERA CV
- Mr. Jean-Luc André Joseph PARER CV
- Mr. Petre BUNESCU CV
- Mr. Ioan CUZMAN CV
- Mr. Aurelian DOCHIA CV
- Mr. Jean – Pierre Georges VIGROUX CV
- Mr. Benoît Jean Marie OTTENWAELTER CV
- Mr. Cezary Krzysztof SMORSZCZEWSKI CV

10. If the proposal on point 8 is approved by shareholders:
Designation of the Independent Directors between the directors approved on point 9 that meet the independence criteria.
- Mr. Jean – Pierre Georges VIGROUX CV
- Mr. Aurelian DOCHIA CV

11. If the proposal on point 8 is rejected by shareholders:
Renewal Mr. Jean-Luc André Joseph PARER mandate as director, for a 4-years period, starting with October 18, 2017
- CV-of Mr. Jean-Luc André Joseph PARER

12.  If the proposal on point 8 is rejected by shareholders
 

13. Appointment of Ernst & Young Assurance Services SRL as financial auditor of the Bank for the financial year 2017.

14. Approval of the date of May 8, 2017 as ex date as per art. 2 and art. 5 point 11 of Regulation no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of companies;  

15. Approval of the date of May 9, 2017 as registration date, in order to identify the shareholders that will receive dividends or other rights and who will be affected by the decisions of the ordinary general meeting of shareholders, as per art. 238 of Law no. 297/2004 regarding the capital market.


EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS:

1. Electing the Secretary of the Extraordinary General Shareholders’ Meeting

2. Approval of the amendment of the Articles of Incorporation of BRD-Groupe Société Générale

3. Approval of the date of May 08, 2017 as ex date as per art. 2 and art. 5 point 11 of Regulation no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of companies;

4. Approval of the date of May 9, 2017 as registration date, in order to identify the shareholders who are affected by the decisions of the extraordinary general meeting of shareholders, as per art. 238 of Law no. 297/2004 regarding the capital market.

 

Previous calling from 14.03.2017

 

 

 

 

 

GENERAL MEETING OF THE SHAREHOLDERS, APRIL 14, 2016

 

 

 

 


AGENDA
ORDINARY GENERAL MEETING OF THE SHAREHOLDERS
1. Electing the Secretary of the Ordinary General Shareholders’ Meeting
2. Approval of the individual and consolidated annual financial statements as at  December 31, 2015

 

3. The Directors’ discharge for the fiscal year 2015
4. Approval of the profit distribution and setting of the dividend for 2015 (the gross dividend proposed is of 0.32 lei / share). The dividends will be paid on May 24, 2016;
5. Approval of the income and expenditure budget for 2016 and of the Business Plan for the fiscal year 2016
6. Approval of the remuneration due to the non-executive directors for the fiscal year 2016, as well as of the general limits for the directors’ additional remunerations and officers’ remunerations;
7. The renewal of the mandate as director of Mr. Philippe Charles LHOTTE for a 4-year period

 

8. Appointment of Ernst & Young Assurance Services SRL as financial auditor of the Bank for the financial year 2016.
9. Approval of the date of April 29, 2016 as ex date as per art. 2 and art. 5 point 11 of Regulation no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of companies;
10. Approval of the date of May 3, 2015 as registration date, as per art. 238 of Law no. 297/2004 regarding the capital market.


EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS:
1. Electing the Secretary of the Extraordinary General Shareholders’ Meeting
2. Approval of the amendment of the Articles of Incorporation of BRD-Groupe Société Générale
3. Approval of the date of April 29, 2015 as ex date as per art. 2 and art. 5 point 11 of Regulation no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of companies;   
4. Approval of the date of May 3, 2015 as registration date, as per art. 238 of Law no. 297/2004 regarding the capital market.

 

 

General Meeting of the Shareholders, January 7, 2016

GMS Decisions
The current report of the GMS Decisions

The calling
Model of Special Attorney for individuals
Model of Special Attorney for legal entities
Form of Vote by Correspondence for individuals
Form of Vote by Correspondence for legal entities


AGENDA

Ordinary General Meeting of the shareholders
1. Electing the Secretary of the Ordinary General Shareholders’ Meeting
2. Electing Mr. Jean-Pierre Georges VIGROUX as director for a 4-year term of office
- CV of Mr. Jean-Pierre Georges VIGROUX
3. Designation of Mr. Jean-Pierre Georges VIGROUX as independent director
4. Approval of the date of January 22, 2016 as ex date as per art. 2 and art. 5 point 11 of Regulation no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of companies;
5. Approval of the date of January 25, 2016 as registration date, as per art. 238 of Law no. 297/2004 regarding the capital market.


Extraordinary General Meeting of the Shareholders
1. Electing the Secretary of the Extraordinary General Shareholders’ Meeting
2. Approval of the amendment of the Articles of Incorporation of BRD-Groupe Société Générale
3. Approval of the date of January 22, 2016 as ex date as per art. 2 and art. 5 point 11 of Regulation no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of companies;
4. Approval of the date of  January 25, 2016 as registration date, as per art. 238 of Law no. 297/2004 regarding the capital market.

 

 

General Meeting of the Shareholders, 9 April, 2015

AGENDA
Ordinary General Meeting of the shareholders
 

1. Electing the Secretary of the Ordinary General Shareholders’ Meeting
2. Approval of the individual and consolidated annual financial statements as at  December 31, 2014
    - The individual and consolidated annual financial statements, prepared according to International Financial Reporting Standards, as adopted by the European Union, for the financial year ended as at December 31, 2014, accompanied by the Annual Board of Directors’ Report at individual and consolidated level and
    - The Financial Auditor's Opinion on the individual and consolidated annual financial statements
3. The Directors’ discharge for the fiscal year 2014
4. Allocation of the net profit for the period ended December 31, 2014 to the retained earnings;
5. Approval of the income and expenditure budget for 2015 and of the Business Plan for the fiscal year 2015
6. Approval of the remuneration due to the non-executive directors for the fiscal year 2015, as well as of the general limits for the directors’ additional remunerations and officers’ remunerations;
7. Approval of decreasing the number of members of the Board of Directors
8. Expiry of the mandates as director
9. The renewal of the mandate as directors for a 4-year period
    - CV-of Mr. Bernardo SANCHEZ INCERA
    - CV- of Mr. Didier Charles Maurice ALIX
    - CV- of Mr. Petre BUNESCU
    - CV- of Mr. Ioan CUZMAN
10. Electing Mr. Slawomir Mieczyslaw LACHOWSKI as director for a 4-year term of office
    - CV of Mr. Slawomir Mieczyslaw LACHOWSKI
11. Designation of Mr. Slawomir Mieczyslaw LACHOWSKI as independent director
12. Appointment of Ernst & Young Assurance Services SRL as financial auditor of the Bank for the financial year 2015.
13. Approval of the date of April 27, 2015 as ex date as per art. 2 and art. 5 point 11 of Regulation no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of companies;
14. Approval of the date of April 28, 2015 as registration date, as per art. 238 of Law no. 297/2004 regarding the capital market.

 

 
Extraordinary General Meeting of the Shareholders
 

1. Electing the Secretary of the Extraordinary General Shareholders’ Meeting
2. Approval of the amendment of the Articles of Incorporation of BRD-Groupe Société Générale
3. Approval of the date of April 27, 2015 as ex date as per art. 2 and art. 5 point 11 of Regulation no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of companies;  
4. Approval of the date of April 28, 2015 as registration date, as per art. 238 of Law no. 297/2004 regarding the capital market.

 

 

General Meeting of the Shareholders, 17 April, 2014


AGENDA
Ordinary General Meeting of the shareholders
 

1. Approval of the individual and consolidated annual financial statements as at December 31, 2013

2. The Directors' discharge for the fiscal year 2013

3. Approval of the income and expenditure budget for 2014 and of the Business Plan for the fiscal year 2014

4. Approval of the remuneration due to the non-executive directors for the fiscal year 2014, as well as of the general limits for the directors' and officers' additional remunerations

5. Electing Mr. Giovanni Luca SOMA as director for a 4-year term of office

6. Electing Mr. Aurelian DOCHIA as director for a 4-year term of office

7. Designation of Mr. Aurelian DOCHIA a independent director

8. Appointment of the financial auditor of the Bank for 2014 and setting of the duration of the financial audit contract

9. Setting the date of May 7, 2014 as date of registration with a view of identifying the shareholders who are affected by the decisions made by the Ordinary General Meeting of the Shareholders

 
Extraordinary General Meeting of the Shareholders
 

1. Approval of the amendment of the Articles of Incorporation of BRD-Groupe Société Générale

2. Approval of the date of May 7, 2014 as registration date, as per art. 238 of Law no. 297/2004 regarding the capital market

 

 

General Meeting of the Shareholders, 18 April, 2013


AGENDA
Ordinary General Meeting of the shareholders
 

1. Approval of the individual and consolidated annual financial statements as at December 31, 2012

2. The Directors' discharge for the fiscal year 2012

3. Approval of the income and expenditure budget for 2013 and of the Business Plan for the fiscal year 2013

4. Approval of the remuneration due to the non-executive directors for the fiscal year 2013, as well as of the general limits for the directors' and officers' additional remunerations

5. Electing Mr. Jean-Luc André Joseph PARER as director for a 4-year term of office, following the end of Mr. Bogdan BALTAZAR's term of office on account of his death
    CV of Mr. Jean-Luc André Joseph PARER

6. Appointment of the financial auditor of the Bank for 2013 and setting of the duration of the financial audit contract

7. Setting the date of May 9, 2013 as date of registration with a view of identifying the shareholders who are affected by the decisions made by the Ordinary General Meeting of the Shareholders

 
Extraordinary General Meeting of the Shareholders
 

1. Approval of the amendment of the Articles of Incorporation of BRD-Groupe Société Générale

2. Approval of the date of May 9, 2013, as registration date, as per art. 238 of Law no. 297/2004 regarding the capital market

 

The General Assembly of the Shareholders, 13 September, 2012


Agenda

 
The appointment of Mr. Philippe LHOTTE is subject to the prior approval by the National Bank of Romania, as per the legal provisions in force.
 
 
2. Setting the date of October 1st, 2012 as date of registration with a view of identifying the shareholders who are affected by the decisions made by the Ordinary General Meeting of the Shareholders.
 
 

The General Assembly of the Shareholders, 26 April, 2012

 
 
 
 
 
 
 
 
8. Approval of May 14, 2012 as registration date, for the identification of the shareholders that will benefit for dividends and that will abide by the GSM decisions.
 
 
Extraordinary General Assembly of the Shareholders
 

 

THE GENERAL ASSEMBLY OF THE SHAREHOLDERS - 14.04.2011

 

AGENDA
ORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS

 

  1. Approval of the financial statements of the Bank as at December 31, 2010
    - The individual financial statements accompanied by the Directors' Report - according to the local accounting standards
    - The Financial Auditor's Opinion on the individual financial statements
    - The individual and consolidated financial statements accompanied by the Directors' Report - according to IFRS
    - The Financial Auditor's Opinion on the individual and consolidated financial statements - according to IFRS
     
  2. The administrative discharge of the directors for the fiscal year 2010
     
  3. Approval of the profit allocation and setting of the dividend on 2010
     
  4. Approval of the income and expenditure budget for 2011 and of the business plan for the fiscal year 2011
     
  5. Approval of the remuneration due to the non-executive directors for the fiscal year 2011, as well as of the general limits for the directors' and officers' additional remunerations
     
  6. Renewal of the terms of office as director for Mrs. Petre Bunescu, Sorin-Mihai Popa, Didier Alix, Jean-Louis Mattei, Bogdan Baltazar, Dumitru Popescu, Sorin Marian Coclitu and Ioan Cuzman, starting with 18.04.2011, for a 4-year period

    CVs
     
  7. Electing Mrs. Anne Marion-Bouchacourt as director for a 4-year term of office, following the expiry on 18.04.2011 of the term of office of director of Mr. Aurelian Dochia

    CV of Mr. Anne Marion-Bouchacourt
     
  8. Electing Mr. Bernardo Sanchez Incera as director for a 4-year term of office, starting with the date of the present General Meeting of the Shareholders

    CV of Mr. Bernardo Sanchez Incera
     
  9. Designation of Mr. Sorin Marian Coclitu as independent director
     
  10. Appointment of the financial auditor of the Bank for 2011 and determination of the audit contract duration.
     
  11. Approval of May 3, 2011 as registration date for the identification of the shareholders who will benefit from dividends and who will be affected by the decisions of the general meeting of the shareholders

 

EXTRAORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDER

  1. Approval of the amendment and completion of the Articles of Incorporation of BRD-Groupe Société Générale
     
  2. Approval of bond issues in the period 2011 - 2012
     
  3. Approval of May 3, 2011 as registration date, according to art. 238 in Law no 297/2004 on the capital market

 

 

THE GENERAL ASSEMBLY OF THE SHAREHOLDERS - 27.04.2010

 

AGENDA
ORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS

 

  1. Approval of the financial statements of the Bank as at December 31, 2009
    - The individual financial statements accompanied by the Directors' Report - according to the local accounting standards
    - The Financial Auditor's Opinion on the individual financial statements
    - The consolidated financial statements accompanied by the Directors' Report - according to IFRS
    - The Financial Auditor's Opinion on the consolidated financial statements
     
  2. The administrative discharge of the directors for the fiscal year 2009
     
  3. Approval of the profit allocation and setting of the dividend on 2010
     
  4. Approval of the income and expenditure budget for 2010 and of the business plan for the fiscal year 2010
     
  5. Approval of the remuneration due to the non-executive directors for the fiscal year 2010, as well as of the general limits for the directors' and officers' additional remunerations.
     
  6. Appointment of the financial auditor of the Bank for 2010 and determination of the audit contract duration.
     
  7. Approval of May 13, 2010 as registration date for the identification of the shareholders who will benefit from dividends and who will be affected by the decisions of the general meeting of the shareholders.

     

EXTRAORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS

  1. Approval of bond issues in the period 2010 - 2011
     
  2. Approval of May 13, 2010 as registration date, according to art. 238 in Law no 297/2004 on the capital market

 

 

The Ordinary General Assembly of the Shareholders, December 14, 2009

 

AGENDA
 

  1. Electing Mr. Guy Marie Charles POUPET as director of BRD - Groupe Société Générale S.A. for a 4-year office, starting January 1, 2010, following the renunciation by Mr. Patrick Pierre GELIN to his office.

    The CV of Mr. Guy Marie Charles POUPET
     
  2. Setting the date of December 31, 2009, as date of registration with a view of identifying the shareholders that are subject to the effects of the decisions made by the General Meeting of the Shareholders, as per art. 238 of Law no. 297/2004 regarding the capital market.

 

 

The General Assembly of the Shareholders - 29.04.2009

 

AGENDA
ORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS

 

  1. 1. Approval of the financial statements of the Bank as at December 31, 2008
    - The individual financial statements accompanied by the Directors' Report - according to the local accounting standards
    - The Financial Auditor's Opinion on the individual financial statements
    - The consolidated financial statements accompanied by the Directors' Report - according to IFRS
    - The Financial Auditor's Opinion on the consolidated financial statements
     
  2. The administrative discharge of the directors for the fiscal year 2008.
     
  3. Approval of the profit allocation and setting of the dividend on 2008
     
  4. Approval of the income and expenditure budget for 2009 and of the business plan for the fiscal year 2009.
     
  5. Approval of the remuneration due to the non-executive directors for the fiscal year 2009, as well as of the general limits for the directors' and officers' additional remunerations.
     
  6. Appointment of the financial auditor of the Bank for 2009 and determination of the audit contract duration.
     
  7. Approval of May 15, 2009 as registration date for the identification of the shareholders who will benefit from dividends and who will be affected by the decisions of the general meeting of the shareholders.
     

EXTRAORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS
 

  1. Approval of the amendment and completion of the Articles of Incorporation of BRD-Groupe Société Générale
     
  2. Approval of bond issues in the period 2009 - 2010
     
  3. Approval of May 15, 2009 as registration date, according to art. 238 in Law no 297/2004 on the capital market

 

 

The General Assembly of the Shareholders - 18.04.2007

 

AGENDA
ORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS:

 

 

1. Approval of:
- The individual financial statements of the Bank as at December 31, 2006 (elaborated in compliance with the local accounting standards), - The consolidated annual financial statements (made in compliance with the International Financial Reporting Standards), based on the reports presented by the Board of Directors (pdf)

2. Approval of the profit allocation and setting of the dividend on 2006

3. The administrative discharge of BRD's directors for the tax year 2006 and the release of the directors' guarantee, established according to Law no 31/1990.


4. Approval of the income and expenditure budget for 2007 and of the business plan for the tax year 2007.

5. Election, by renewal of offices, of seven members of the Board of Directors

6. Approval of the remuneration due to the non-executive directors for the fiscal year 2007.

7. Appointment of the financial auditor of the Bank for 2007 and determination of the audit contract duration.

8. Approval of May 4, 2007 as registration date for the identification of the shareholders who will benefit from dividends and who will be affected by the decisions of the general assembly of the shareholders.


EXTRAORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS
 

1. Approval of the amendment and completion of the Articles of Incorporation of BRD - Groupe Société Générale

2. Approval of bond issues in the period 2007 - 2008

3. Approval of May 4, 2007 as registration date