Decisions of the General Shareholders Assembly 2016

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Decisions of the General Shareholders Assembly of BRD Groupe Société Générale

13 Apr 2016

BRD’s General Shareholders Assembly gathered on April 14, 2016, at Novotel Bucarest City Centre, Paris Gauche Room (37B Calea Victoriei, 1st district, Bucharest), for two sessions: the ordinary and the extraordinary one. According to the convening notice, were entitled to participate and to vote the persons having the quality of shareholder on the reference date of April 4, 2016. At the assembly were present shareholders representing 81.30% of the share capital.

The Ordinary General Shareholders Assembly debated and approved the separate and consolidated financial statements as of December 31st, 2015, prepared according to International Financial Reporting Standards, as they were adopted by the European Union, accompanied by the Annual Board of Directors’ Report, at separate and consolidated level and by the financial auditor’s report.

The Ordinary General Shareholders Meeting discussed and approved also: the discharge of BRD administrators for the financial year 2015, a distribution rate of 50% out the distributable profit of LEI 445,422,092, the gross dividend of 0.32 Lei /share, the dividend payment date on May 24, 2016, the income and expenditure budget for 2016 and the activity program for the financial year 2016, the remuneration due to the non-executive directors for the financial year 2016 and the general limits for the directors’ additional remunerations and officers’ remunerations, as well as the nomination of Ernst & Young Assurance Services S.R.L. as financial auditor of the bank for the financial year 2016.

At the same time, the Ordinary General Shareholders Assembly approved the renewal of the mandate as director of Mr. Philippe Charles LHOTTE, for a 4-year period, starting with September, 13, 2016 and empowering Mr. Giovanni Luca SOMA, Chairman of the Board of Directors to sign, on behalf of the Bank, the Management Contract with him.

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 29, 2016, as ex date according to article 2 and article 5, point 11 in the CNVM Regulation no. 6/2009 regarding the exercise of certain shareholders rights in the framework of the general shareholders assemblies of companies and respectively, May 3rd, 2016, 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 markets.

The annual report containing the financial statements as of 2015 approved by the General Shareholders Assembly was sent to the Financial Supervisory 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 1-7 Ion Mihalache Boulevard, 1st district, Bucharest.

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Decisions of the General Shareholders Assembly of BRD Groupe Société Générale