Decisions of the General Shareholders Assembly 2015

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Decisions of the General Shareholders Assembly of BRD Groupe Société Générale

08 Apr 2015

BRD’s General Shareholders Assembly gathered on April 9th, 2015, at the Athenee Palace Hilton Bucharest, Le Diplomate Hall, for two sessions: the ordinary and the extraordinary one. According to the convocation, were entitled to participate and to vote the persons having the quality of shareholder on the reference date of March 30, 2015. At the assembly were present shareholders representing 73,97 % of the share capital.

The Ordinary General Shareholders Assembly debated and approved the individual and consolidated financial statements as of December 31st, 2014, prepared according to International Financial Reporting Standards, as they were adopted by the European Union, accompanied by the Annual Report of the Board of Administrators, at individual and consolidated level and by the financial auditor’s report.

At the same time, the Ordinary General Shareholders Meeting approved the following modifications in the structure of the Board of Administrators of BRD: the downsizing of the Board of Administrators, from 11 to 9 members, the expiry of the mandates of Dumitru Popescu and Sorin Coclitu as a consequence of their coming to end, the renewal of the mandates of Bernardo Sanchez Incera, Didier Charles Maurice Alix, Petre Bunescu and Ioan Cuzman for the next 4 years, the election of Slawomir Mieczyslaw Lachowski as administrator, for a 4 year term. The nomination of Slawomir Mieczyslaw Lachowski is under the condition of the preapproval of the National Bank of Romania, according to the law.

The Ordinary General Shareholders Assembly also approved the designation of Slawomir Mieczyslaw Lachowski as independent director. Were also discussed and approved: the discharge of BRD administrators for the financial year 2014, the allocation of the net profit of the financial exercise ended on December 31, 2014, of 43,239,843 RON to the reported result, the income and expenditure budget for 2015 and the activity program for the financial exercise 2015, the general limits for the executive and non-executive remunerations and the remuneration of directors, as well as the nomination of Ernst & Young Assurance Services S.R.L. as financial auditor of the bank for 2015.

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 April 27th, 2015, as ex date according to article 2 and article 5, point 11 in the regulation no. 6/2009 regarding the exercise of certain shareholders rights in the framework of the general shareholders assemblies of companies and respectively April 28th, 2015, as registration date, according to article 238 of Law no. 297/2004 regarding capital markets.

The annual report containing the financial statements of 2014 approved by the General Shareholders Assembly was sent to the Financial Services 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: www.brd.ro. Copies of the report can be obtained on demand and free of charge at BRD Groupe Société Générale headquarters, situated in Ion Mihalache Boulevard nr. 1-7, sector 1, Bucharest.

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Decisions of the General Shareholders Assembly of BRD Groupe Société Générale