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BRD-Groupe Société Générale held today in Bucharest the General Meeting of the Shareholders

25 Apr 2012

The General Meeting of the Shareholders of BRD - Groupe Société Générale S.A., both Ordinary and Extraordinary, gathered at the Crowne Plaza Hotel on April 26, 2012. According to the Notice of Meeting, the persons who, at the reference date April 17, 2012, had the capacity of shareholders were entitled to participate in and vote at the Ordinary and Extraordinary General Meeting of the Shareholders.

The meeting was attended by shareholders representing 85.98% of the share capital of the bank.

The General Meeting of the Shareholders was presided over by Mr. Guy Poupet, Chairman of the Board of Directors of BRD.

The Ordinary General Meeting of the Shareholders debated and approved the annual financial statements of the bank as at December 31, 2011 (prepared according to the local accounting standards), as well as the consolidated annual financial statements as at December 31, 2011 (prepared according to the International Financial Reporting Standards), based on the reports provided by the Board of Directors and on the reports of the bank's financial auditor, the company Deloitte Audit SRL.

The Ordinary General Meeting of the Shareholders approved the net profit allocation and the setting of the dividend (the gross dividend is lei 0.16690 /share). The payment of dividends will start within maximum 2 months from the date of the General Meeting, pursuant to the Decision of the General Meeting of the Shareholders. According to the Decision of the General Meeting of the Shareholders, are entitled to collect the dividends related to the year 2011 the shareholders registered with the Register of Shareholders at the date of May 14, 2012.

The Ordinary General Meeting of the Shareholders had on the agenda and approved the election of Mr. Alexandre Maymat as director, for a 4 year mandate, starting with May 1, 2012, following the renunciation to the mandate by Mr. Guy Poupet, as well as the mandate for Mr. Jean-Louis Mattei, director of the bank to sign on behalf of the bank the director contract with him and the mandate for the Chairman of the Board to sign the Addendum and the updated form of the Articles of Association and Memorandum, as a consequence of the modification of the administrative composition of the Board of Directors. The nomination of Mr. Alexandre Maymat is under the condition of previous approval by the National Bank of Romania, according to the legal provisions in force.

Were also discussed and approved: The BRD Directors' discharge for the financial year 2011, the income and expenditure budget for 2012 and the business plan for the financial year 2012, the remuneration due to non-executive directors for the financial year 2012, the general limits for the additional remunerations of directors and managers, as well as the nomination of the bank's financial auditor for the year 2012, the company Deloitte Audit SRL and the setting of the duration of the financial audit contract.

The Extraordinary General Meeting of the shareholders had on the agenda and approved the amendment of the Bank's Articles of Association and Memorandum, as well the mandate for the Chairman of the Board of Directors to sign the Addendum and the updated form of the Articles of Association and Memorandum. The Extraordinary GMS also approved the implementation of a framework programme for the issuance of bonds by BRD on the local and international capital market (the MTN Programme) in the conditions provided in the notice made available to the shareholders and the performance of one or several issues of bonds under the MTN Programme in the period 2012 - 2015.

The Extraordinary GMS also approved the date of May 14, 2012 as registration date, as per art. 238 of law no. 297/2004 regarding the capital market.

The annual report containing the financial statements for 2011, approved by the General Meeting of the Shareholders was sent to day to the NSC and the Bucharest Stock Exchange, according to the financial communication calendar made public at the beginning of the year and it is available to the public on the bank's website - www.brd.ro. Copies of the report can also be obtained upon request, free of charge, at the head office of BRD-Groupe Société Générale, located at 1-7 Ion Mihalache Bd., 1st district, Bucharest.

BRD-Groupe Société Générale is the second bank in Romania in terms of total assets, and it has the second market capitalisation on the Bucharest Stock Exchange. The Bank has over 2.5 million customers and operates a network of 930 agencies. BRD is part of the Société Générale Group, one of the largest financial services groups in the Euro Zone.

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