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Decisions of the General Shareholders Assembly of BRD - Groupe Société Générale

19 Apr 2019

BRD’s General Shareholders Assembly gathered on April 18, 2019, at BRD Tower, 1-7 Bd. Ion Mihalache, 1st district, Bucharest (1st floor, Auditorium Room), for two sessions: the ordinary and the extraordinary one. According to the convening notice, were entitled to participate and to vote the persons having the quality of shareholder on the reference date of April 08, 2019. At the assembly were present shareholders representing 80.56 % of the share capital. 

The Ordinary General Shareholders Assembly debated and approved: the separate and consolidated financial statements as of December 31st, 2018, prepared according to International Financial Reporting Standards, as they were adopted by the European Union, accompanied by the Annual Board of Directors’ Report, at separate and consolidated level and by the financial auditor’s report, the discharge of BRD administrators for the financial year 2018, 73.9% out the distributable profit Lei 1,545,988,625, the gross dividend of 1.64 Lei /share, the dividend payment date on May 31, 2019 and the date of the deferred payment on November  29, 2019, the income and expenditure budget for 2019 and the activity program for the financial year 2019, the remuneration due to the non-executive directors for the financial year 2019 and the general limits for the directors’ additional remunerations as well as officers’ remunerations. the nomination of Ernst & Young Assurance Services S.R.L. as financial auditor of the bank for the financial year 2019. 

At the same time, the Ordinary General Shareholders Assembly approved the renewal Mr. Petre BUNESCU mandate as director, for a 4-years period, starting with April 18, 2019 and the election of the following 3 directors: Mr. Bogdan-Alexandru DRĂGOI, Mr. Philippe Laurent Charles HEIM and Mr. Bogdan-Alexandru DRĂGOI and Mrs. Liliana FELEAGĂ for a 4-years period  (the appointments are subject to the prior approval to start the fulfilment of the tasks by the National Bank of Romania, as per the legal provisions in force and the mandates starts running from the date of issuance of the prior approval to start the fulfilment of the tasks).
The Chairman of the Board of Directors was empowered to sign, on behalf of the Bank, the Management Contract with each of the above-mentioned directors.

In addition, the Ordinary General Shareholders meeting designated Mr. Bogdan-Alexandru DRĂGOI and Mrs. Liliana FELEAGĂ as independent directors.

The Extraordinary General Shareholders Assembly had on its agenda and approved the modification of the Articles of incorporation of the bank according to the proposals in the annex to the convocation. 

Also, the General Shareholders Assembly approved May 9, 2019, as ex date and respectively, May 10, 2019, 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. 

The annual report containing the financial statements as of 2018 approved by the General Shareholders Assembly was sent to the Financial Supervisory Authority - Financial Instruments and Investments Department and to the Bucharest Stock Exchange, according to the financial communication calendar published in the beginning of this year and is available to public and investors on the website of the bank: Copies of the report can be obtained on demand and free of charge at BRD Groupe Société Générale headquarters, situated in 1-7 Ion Mihalache Boulevard, 1st district, Bucharest.

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