GSM 29.04.2026

ONLINE VOTING ACCESS - https://agabrd.voting.ro/ 

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
Model of special Attorney for individuals - EGMS 
Model of special Attorney for legal entities - EGMS 
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 
Form of vote by correspondence for individuals - EGMS 
Form of vote by correspondence for legal entities - EGMS 
 

GDPR
1. Data Protection Notice for the Shareholders
2. Data Protection Notice for the Candidate

ORDINARY GENERAL MEETING OF THE SHAREHOLDERS:

1. Electing Mrs. Camelia Daniela APETREI, shareholder of BRD - Groupe Societe Generale S.A., and, in her absence, Mrs. Doina Valeria NICOLAE, to ensure the secretariat of the Ordinary General Shareholders’ Meeting.

2. Approval of the separate 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, 2025, accompanied by the Annual Board of Directors’ Report at separate and consolidated level as well as by the financial auditor report. The Annual Board of Directors’ Report includes also the Sustainability Statement prepared in accordance with European Sustainability Reporting Standards complemented by the limited assurance report issued by the external auditor

3. Approval of the executive officers’ and non-executive directors ‘remuneration report for the financial year 2025. 

4. The Directors’ discharge for the fiscal year 2025.

5. Approval of the distribution as dividends of the amount of LEI 749.308.512 representing 50 % from the financial result of 2025 (the gross dividend proposed is of 1.0752 lei / share).  The dividends will be paid on June 5, 2026, and the deferred payment date will be November 27, 2026.

6. Approval of the income and expenditure budget for 2026 and of the Business Plan for the fiscal year 2026. 

7. Approval of the executive officers’ and non-executive directors’ remuneration policy.

    Remuneration policy

8. Approval of the remuneration due to the nonexecutive directors for the fiscal year 2026, as well as of the general limits for the directors’ remunerations and the officers’ remuneration

9. Electing Mrs. Cécile BARTENIEFF DANSAERT as director, for a four-year mandate. 
Mrs. Cécile BARTENIEFF DANSAERT was appointed as Interim Director through the Board of Directors decision no. 575 on September 18, 2025, her mandate entered into force on March 2, 2026 and it will cease on April 29, 2026, the date of the Ordinary General Shareholders’ Meeting.
The appointment of Mrs. Cécile BARTENIEFF DANSAERT as Director is subject to the National Bank of Romania’s prior approval to start the fulfilment of her tasks, as per the legal provisions in force.
The four-year mandate starts running beginning with the 3rd working day after the reception of the National Bank of Romania prior approval.
Mrs. Liliana IONESCU - FELEAGĂ, independent member of the Bank’s Board of Directors, is empowered to sign, on behalf of the Bank, the Management Contract with her.

10. Approval of the date of May 18, 2026, as ex-date. 

11. Approval of the date of May 19, 2026 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 Mrs. Camelia Daniela APETREI, shareholder of BRD - Groupe Societe Generale S.A. and in her absence, Mrs. Doina Valeria NICOLAE, to ensure the secretariat of the Extraordinary General Shareholders’ Meeting. 

2. Maintains the decisions approved by Decision no. 2 of the Extraordinary General Meeting of Shareholders no. 140 dated April 24th, 2025 on the issuance of Additional Tier 1 instruments and maintains the decisions approved by Decision no. 3 of the Extraordinary General Meeting of Shareholders no. 140 dated April 24th, 2025 on mandating the Board of Directors to determine the specific terms and conditions of the Loans and to carry out all operations and/or procedures relating to the implementation of the decisions adopted by Decision no. 2 mentioned above.

3. Approval of the amendment of the Articles of Incorporation of the Bank according to the Annex to the present meeting notice, as well as the delegation of power to Mrs. Maria Koytcheva ROUSSEVA, CEO of the Bank, to sign the Addendum to the Articles of Incorporation and the updated form of the Articles of Incorporation

4. Approval of the date of May 18, 2026 as ex date.

5. Approval of the date of May 19, 2026 as registration date, in order to identify the shareholders who are affected by the decisions of the extraordinary general meeting of shareholders.