GENERAL MEETING OF THE SHAREHOLDERS, DECEMBER 14, 2023
ONLINE VOTING ACCESS -https://agabrd.voting.ro/
OGSM 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
1. Electing Mrs. Doina Valeria NICOLAE, 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 distribution as dividends of the amount of LEI 642,961,341, representing 50% from the retained profit of 2022 (the gross dividend proposed is of 0.9226 lei /share), as an extraordinary payment. The dividends will be paid on January 26, 2024 and the deferred payment date will be November 29th, 2024.
3. Approval of the date of January 5, 2024 as ex-date.
4. Approval of the date of January 8, 2024 as registration date, in order to identify the shareholders who are affected by the decisions of the ordinary general meeting of shareholders.
GDPR
Data Protection Notice for the Shareholders
GENERAL MEETING OF THE SHAREHOLDERS, APRIL 27, 2023
GSM Decisions
The Calling
Model of special Attorney for individuals- not secret vote - download
Model of special Attorney for legal entities - not secret vote - download
Model of special Attorney for individuals- secret vote - download
Model of special Attorney for legal entities- secret vote - download
Model of special Attorney for individuals- EGMS - download
Model of special Attorney for legal entities- EGMS - download
Form of vote by correspondence for individuals – not secret vote - download
Form of vote by correspondence for legal entities – not secret vote - download
Form of vote by correspondence for individuals - secret vote - download
Form of vote by correspondence for legal entities - secret vote - download
Form of vote by correspondence for individuals - EGMS - download
Form of vote by correspondence for legal entities - EGMS - download
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 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, 2022, accompanied by the Annual Board of Directors’ Report at individual and consolidated level as well as by the financial auditor report.
• 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, 2022.
• The Annual Board of Directors’ Report
• Responsibility declaration
• The Financial auditor report
• Excel- 31.12.2022- financial results
• ESEF
3. The Directors’ discharge for the fiscal year 2022.
4. Approval of the allocation of the 2022 profit of LEI 1,285,937,894 to retained earnings.
5. Appointment of Ernst&Young Assurance Services SRL, headquartered in Bucharest, Tower Center, 21nd floor, 15-17 Ion Mihalache Bld, 1st district, 011171, fiscal code RO 11909783, as financial auditor of the Bank for the financial year 2023.
6. Approval of the income and expenditure budget for 2023 and of the Business Plan for the fiscal year 2023.
-BVC 2023
7. Electing Mrs. Veronique SCHREIBER LOCTIN as director, for a four-year mandate, and empowering the Chairman of the Bank’ s Board of Directors to sign, on behalf of the Bank, the Management Contract with her. Mrs. Veronique SCHREIBER LOCTIN was appointed as Interim Director through the Board of Directors decision no. 454 /02.08.2022, following Mrs. Maria Koytcheva ROUSSEVA’s renunciation to her mandate as Director.
CV- Veronique SCHREIBER LOCTIN
8. Renewal Mrs. Liliana IONESCU – FELEAGĂ’s mandate as director, for a four-year period, starting with June 6, 2023 and empowering Chairman of the Bank’s Board of Directors to sign, on behalf of the Bank, the Management Contract with her.
CV- Liliana IONESCU - FELEAGĂ
9. Renewal Mr. Bogdan-Alexandru DRĂGOI’s mandate as director, for a four-year period, starting with November 22, 2023 and empowering Chairman of the Bank’s Board of Directors to sign, on behalf of the Bank, the Management Contract with him.
CV- Bogdan-Alexandru DRĂGOI
10. Designation of Mrs. Liliana IONESCU - FELEAGĂ as independent director.
11. Designation of Mr. Bogdan-Alexandru DRĂGOI as independent director.
12. Designation of Mr. Benoit Jean Marie OTTENWAELTER as independent director.
CV - Benoit Jean Marie OTTENWAELTER
13. Approval of the remuneration report for the financial year 2022.
-Remuneration report
14. Approval of the remuneration due to the non-executive directors for the fiscal year 2023, as well as of the general limits for the directors’ additional remunerations and the officers’ remunerations.
15. Approval of the date of May 16, 2023 as ex date.
16. Approval of the date of May 17, 2023 as registration date, in order to identify the shareholders who are 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 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 Mr. Francois BLOCH, CEO of the Bank, to sign the Addendum to the Articles of Incorporation and the updated form of the Articles of Incorporation.
3. Approval of the date of May 16, 2023 as ex date.
4. Approval of the date of May 17, 2023 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 28, 2022
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
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 Shalholders
2. Data Protection Notice for the Candidates
AGENDA
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 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, 2021, accompanied by the Annual Board of Directors’ Report at individual and consolidated level as well as by the financial auditor report.
3. Approval of the remuneration report for the financial year 2021.
- Remuneration report
4.The Directors’ discharge for the fiscal year 2021.
5. Approval of the profit distribution and setting of the dividend for 2021 (the gross dividend proposed is of 1.285 lei / share). The dividends will be paid on June 7, 2022 and the deferred payment date will be November 29, 2022
6. Approval of the income and expenditure budget for 2022 and of the Business Plan for the fiscal year 2022
- Approval of 2022 Budget
7. Approval of the remuneration due to the non-executive directors for the fiscal year 2022, as well as of the general limits for the directors’ additional remunerations and the officers’ remunerations.
8. Renewal Mr. Francois BLOCH mandate as director, for a 4-years period, starting with June 29, 2022 and empowering Chairman of the Board of Directors of the Bank to sign, on behalf of the Bank, the Management Contract with him.
- CV Francois BLOCH
9. Renewal Mr. Giovanni Luca SOMA mandate as director, for a 4-years period, starting with October 24, 2022 and empowering Mr. Francois BLOCH as member of the Board of Directors and CEO of the Bank to sign, on behalf of the Bank, the Management Contract with him.
- CV Giovanni Luca SOMA
10. Appointment of Ernst & Young Assurance Services S.R.L., headquartered in Bucharest, Tower Center, 21nd floor, 15-17 bld Ion Mihalache, 1st district, postal code 011171, fiscal code RO11909783, as financial auditor of the Bank for the financial year 2022.
11. Approval of the date of May 13, 2022 as ex date.
12. Approval of the date of May 16, 2022 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 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 Mr. Francois BLOCH, CEO of the Bank, to sign the Addendum to the Articles of Incorporation and the updated form of the Articles of Incorporation.
3. Approval of the date of May 13, 2022 as ex date.
4. Approval of the date of May 16, 2022 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, FEBRUARY 24, 2022
GSM 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 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. Approves the distribution as dividends of the amount of LEI 1,683,992,828 from the retained profits of 2019 and 2020 (the gross dividend proposed is of 2.4164 lei /share), as an extraordinary payment. The dividends will be paid on April 4, 2022 and the deferred payment date will be November 29th, 2022
3. Approval of the date of March 11, 2022 as ex date
4. Approval of the date of March 14, 2022 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
GENERAL MEETING OF THE SHAREHOLDERS, APRIL 22, 2021
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
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
AGENDA
ORDINARY GENERAL MEETING OF THE SHAREHOLDERS:
1. Electing Mrs. Camelia Daniela APETREI, shareholder of BRD - Groupe Societe Generale S.A., and, in her absence, Mr. Claudiu CRISTEA, to ensure the secretariat 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, 2020.
3. The Directors’ discharge for the fiscal year 2020.
4. Approval of the profit distribution and setting of the dividend for 2020 (the gross dividend proposed is of 0.0749 lei / share). The dividends will be paid within on June 4, 2021 and the deferred payment date will be November 29, 2021.
5. Approval of the income and expenditure budget for 2021 and of the Business Plan for the fiscal year 2021.
- Budget 2021
6. Approval of the Remuneration policy regarding the Management body.
- Remueration Policy for Executive Officers and Non-Executive Directors
7. Approval of the remuneration due to the non-executive directors for the fiscal year 2021, as well as of the general limits for the directors’ additional remunerations and the officers’ remunerations.
8. Renewal Mr. Benoit Jean Marie OTTENWAELTER mandate as director, for a 4-years period, starting with July 7, 2021.
- CV of Mr. Benoit Jean Marie OTTENWAELTER
9. Electing Mrs. Maria ROUSSEVA as director for a 4-years period.
- CV of Mrs. Maria ROUSSEVA
10. Electing Mrs. Aurore Brigitte Micheline GASPAR as director for a 4-years period, on the vacant position existent on the Bank’s Board of Directors, following Mr. Petre BUNESCU’s renunciation to his mandate as Director starting with March 1st 2021.
- CV of Mrs. Aurore Brigitte Micheline GASPAR
11. Appointment of Ernst & Young Assurance Services S.R.L. as financial auditor of the Bank for the financial year 2021.
12. Approval of the date of May 12, 2021 as ex date.
13. Approval of the date of May 13, 2021 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, Mr. Claudiu CRISTEA, to ensure the secretariat of the Extraordinary General Shareholders’ Meeting.
2. Approval of the amendment of the Articles of Incorporation of the Bank according to the Annex to the present meeting notice
3. Approval of the date of May 12, 2021 as ex date.
4. Approval of the date of May 13, 2021 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 23, 2020
GSM Decisions
The Modified 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 Mrs. Mariana DINU, shareholder of BRD - Groupe Societe Generale S.A., and, in her absence, Mrs. Camelia Daniela APETREI, to ensure the secretariat 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, 2019
-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, 2019
-The Annual Board of Directors’ Report at individual and consolidated level
-The Financial auditor report
3.The Directors’ discharge for the fiscal year 2019.
4.Approval of the profit distribution for 2019:
4.1. The Board of directors’ proposal: The gross dividend proposed is of 1.64 lei / share. The dividends will be paid within on June 3, 2020 and the deferred payment date will be November 27, 2020;
4.2. The shareholder Société Générale proposal: Approval of the allocation of the 2019 profit of LEI 1 528 523 000 to retained earnings.
5.Approval of the income and expenditure budget for 2020 and of the Business Plan for the fiscal year 2020.
-Budget 2020
-Further details in context COVID -19
6.Approval of the remuneration due to the non-executive directors for the fiscal year 2020, as well as of the general limits for the directors’ additional remunerations and the officers’ remunerations.
7.Renewal Mr. Jean – Pierre Georges VIGROUX mandate as director, for a 4-years period, starting with May 30, 2020.
-CV of Mr. Jean – Pierre Georges VIGROUX
8.Designation of Mr. Jean – Pierre Georges VIGROUX as independent director.
9.Electing Mrs. Valerie Marcelle Paule VILLAFRANCA as director for a 4-years period
-CV of Mrs. Valerie Marcelle Paule VILLAFRANCA
10.Appointment of Ernst & Young Assurance Services SRL as financial auditor of the Bank for the financial year 2020.
11.Approval of the date of May 11, 2020 as ex date.
12.Approval of the date of May 12, 2020 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. Mariana DINU, shareholder of BRD - Groupe Societe Generale S.A., and, in her absence, Mrs. Camelia Daniela APETREI, to ensure the secretariat 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 11, 2020 as ex date.
4.Approval of the date of May 12, 2020 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 18 2019
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 Mrs. Mariana DINU, shareholder of BRD – Groupe Société Générale S.A., to ensure the secretariat 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, 2018
• 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, 2018
• The Annual Board of Directors’ Report at individual and consolidated level
• The Financial auditor report
3. The Directors’ discharge for the fiscal year 2018.
4. Approval of the profit distribution and setting of the dividend for 2018 (the gross dividend proposed is of 1.64 lei / share). The dividends will be paid within on May 31, 2019 and the deferred payment date will be November 29, 2019.
5. Approval of the income and expenditure budget for 2019 and of the Business Plan for the fiscal year 2019. - Budget 2019
6. Approval of the remuneration due to the non-executive directors for the fiscal year 2019, the general limits for the directors’ additional remunerations as well as officers’ remunerations.
7. Approval the renewal Mr. Petre BUNESCU mandate as director, for a 4-years period, starting with April 18, 2019
• CV of Mr. Petre BUNESCU
8. Electing Mr. Bogdan-Alexandru DRĂGOI as director for a 4-years period
• CV of Mr. Bogdan-Alexandru DRĂGOI
9. Electing Mr. Philippe Laurent Charles HEIM as director for a 4-years period,
• CV of Mr. Philippe Laurent Charles HEIM
10. Electing Mrs. Liliana FELEAGĂ as director for a 4-years period.
• CV of Mrs. Liliana FELEAGĂ
11. Designation of Mr. Bogdan-Alexandru DRĂGOI as Independent director.
12. Designation of Mrs. Liliana FELEAGĂ as independent director.
13. Appointment of Ernst & Young Assurance Services SRL as financial auditor of the Bank for the financial year 2019.
14. Approval of the date of May 9, 2019 as ex date.
15. Approval of the date of 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.
EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS:
1. Electing Mrs. Mariana DINU, shareholder of BRD - Groupe Société Générale S.A. to ensure the secretariat 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 9, 2019 as ex date.
4. Approval of the date of May 10, 2019 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 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
3. Approval of May 14, 2012 as registration date, according to art. 238 in Law no 297/2004 on the capital market
THE GENERAL ASSEMBLY OF THE SHAREHOLDERS - 14.04.2011
AGENDA
ORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS
- 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
- The administrative discharge of the directors for the fiscal year 2010
- Approval of the profit allocation and setting of the dividend on 2010
- Approval of the income and expenditure budget for 2011 and of the business plan for the fiscal year 2011
- 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
- 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
- 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
- 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
- Designation of Mr. Sorin Marian Coclitu as independent director
- Appointment of the financial auditor of the Bank for 2011 and determination of the audit contract duration.
- 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
- Approval of the amendment and completion of the Articles of Incorporation of BRD-Groupe Société Générale
- Approval of bond issues in the period 2011 - 2012
- 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
- 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
- The administrative discharge of the directors for the fiscal year 2009
- Approval of the profit allocation and setting of the dividend on 2010
- Approval of the income and expenditure budget for 2010 and of the business plan for the fiscal year 2010
- 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.
- Appointment of the financial auditor of the Bank for 2010 and determination of the audit contract duration.
- 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
- Approval of bond issues in the period 2010 - 2011
- 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
- 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
- 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. 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
- The administrative discharge of the directors for the fiscal year 2008.
- Approval of the profit allocation and setting of the dividend on 2008
- Approval of the income and expenditure budget for 2009 and of the business plan for the fiscal year 2009.
- 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.
- Appointment of the financial auditor of the Bank for 2009 and determination of the audit contract duration.
- 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
- Approval of the amendment and completion of the Articles of Incorporation of BRD-Groupe Société Générale
- Approval of bond issues in the period 2009 - 2010
- 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
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