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Annual report 2016

Release Date: 4/20/2017 5:24:13 PM

IRIS Code: 82556


Bucharest, April 20, 2017


Decisions of the General Shareholders Assembly of BRD - Groupe Societe Generale

BRD’s General Shareholders Assembly gathered on April 20, 2017, at BRD Tower, 1-7 Bd. Ion Mihalache, 1st district, Bucharest (1st floor, Auditorium Room), 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 11, 2017. At the assembly were present shareholders representing 85, 76 % of the share capital.

The Ordinary General Shareholders Assembly debated and approved: the separate and consolidated financial statements as of December 31st, 2016, 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 discharge of BRD administrators for the financial year 2016, a distribution rate of 70% out the distributable profit of LEI 728,280,960, the gross dividend of 0.73 Lei /share, the dividend payment date on May 30th, 2017 and the date of the deferred payment on November, 30th, 2017, the income and expenditure budget for 2017 and the activity program for the financial year 2017, the remuneration due to the non-executive directors for the financial year 2017 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 2017.

At the same time, the Ordinary General Shareholders Assembly approved the election of Mr. Benoit OTTENWAELTER as non –executive director for a 4-years period (the appointment is subject to the prior approval by the National Bank of Romania, as per the legal provisions in force and the mandate starts running from the date of issuance of the prior approval by the National Bank of Romania), the renewal of Mr. Jean-Luc Andre Joseph PARER mandate as non –executive director, for a 4-years period, starting with October 18, 2017 and empowering Mr. Giovanni Luca SOMA, Chairman of the Bank to sign, on behalf of the Bank, the Management Contract with them.

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 May 8, 2017, 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 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 markets.

The annual report containing the financial statements as of 2016 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 Societe Generale headquarters, situated in 1-7 Ion Mihalache Boulevard, 1st district, Bucharest.



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