GSM 24.04.2025

ONLINE VOTING ACCESS 

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. Mariana DINU, 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, 2024, 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.

       - Audit report and FS

       - Auditor report BoD Report 2024 sustainability

3. Approval of the executive officers’ and non-executive directors ‘remuneration report for the financial year 2024. 

4. The Directors’ discharge for the fiscal year 2024.

5. Approval of the distribution as dividends of the amount of LEI 737,391,496 representing 50 % from the financial result of 2024 (the gross dividend proposed is of 1.0581 lei / share).  The dividends will be paid on May 22, 2025, and the deferred payment date will be November 28, 2025.

6. Approval of the income and expenditure budget for 2025 and of the Business Plan for the fiscal year 2025. 

7. Approval of the remuneration due to the nonexecutive directors for the fiscal year 2025, as well as of the general limits for the directors’ remunerations and the officers’ remunerations. 

8. Electing Mr. Didier Albert Yves HAUGUEL as director, for a four-year mandate, on the position which will become vacant in the Bank’s Board of Directors starting to July 7, 2025, following the expiry of Mr. Benoit Jean Marie OTTENWAELTER’s mandate as Independent Member of the Board Directors by reaching the term on the above-mentioned date, and empowering Mrs. Delphine Mireille  GARCIN - MEUNIER, Chairman of the Bank’s Board of Directors to sign, on behalf of the Bank, the Management Contract with him. The appointment of Mr. Didier Albert Yves HAUGUEL’s as Director is subject to the National Bank of Romania’s prior approval to start the fulfilment of his 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.

9. Designation of Mr. Didier Albert Yves HAUGUEL as independent director

10. Confirmation and ratification  of  the resolution approved by Decision no. 15 of the Ordinary General Meeting of Shareholders no. 137 dated April 25, 2024 on appointment of PricewaterhouseCoopers Audit S.R.L., headquartered in Bucharest, District 1, Bd. Poligrafiei no. 1A, Ana Tower, floor 24/3, EUID ROONRC.J40/17223/1993, C.I.F. RO4282940, as financial auditor of the Bank for the financial years 2024 – 2026, both for carrying out the statutory audit and for the purpose of assurance for sustainability reporting for the period concerned by the above-mentioned Decision.

11. Approval of the date of May 12, 2025 as ex date. 

12. Approval of the date of May 13, 2025 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. Mariana DINU, to ensure the secretariat of the Extraordinary General Shareholders’ Meeting. 

2. Approval of the renewal of the envelope for the issuance of eligible additional tier 1 instruments in accordance with EU Regulation no 575/2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 up to a maximum ceiling of 300 million EUR or RON equivalent, in the form of one or several loans (the Loans).   The envelope will have a validity of 2 years until 31/12/2026. The Loans shall be perpetual (including call options for the issuer), denominated in EURO or RON, having a fixed or variable interest rate, an annually or semi-annually frequency, through one or several issuances, until the maximum ceiling is reached.

3. Mandating the Board of Directors to establish the terms and conditions specific to the issuances of the Loans, and to perform all the operations and/or procedures regarding the implementation of the resolutions adopted under point 2 above, including but not limited to:

i) decide upon:

    a) the value of the issuance of additional tier 1 instruments, in the form of one or several loans 

    b) the legislation governing the Loans and the jurisdiction of the issuances;

    c) the type and rate or calculation method of the interest in relation to the Loans 

    d) all other terms and conditions of the issuance of additional tier 1 instruments that are not specifically mentioned above

ii) adopting all resolutions, approval of all documents and issuance of all statements which are necessary or recommendable for preparing and implementing the Loans, including the Loans agreements which will be drawn up in accordance with the applicable legislation and best practices and, submitted for approval, as the case may be, to relevant competent authorities

iii) approval of any updates/supplements/amendments in relation to the Loans agreements, if necessary, and submission for the approval if applicable to relevant competent authorities 

iv) empowering one or several persons to fulfil the legally required formalities including the negotiation and the sign-off of the documents needed in relation to the Loans agreements.

4. 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, the updated form of the Articles of Incorporation and any subsequent rephrasing expressly requested by the Trade Register Office of Bucharest Tribunal as part of the updating/recodification formalities of the Bank's object of activity in accordance with the new version of the Classification of Activities in the National Economy (CAEN Rev.3), necessary for the fulfilment of the resolution herein.

5. Approval of the date of May 12, 2025 as ex date. 

6. Approval of the date of May 13, 2025 as registration date, in order to identify the shareholders who are affected by the decisions of the extraordinary general meeting of shareholders.