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BRD - GROUPE SOCIETE GENERALE S.A. - BRD

Notice of AGSM - April 23, 2020

Release Date: 3/13/2020 8:30:22 AM

IRIS Code: E7535

The current report under Regulation FSA no. 5/2018

Date of Report: March 13, 2020

BRD-Groupe Societe Generale S.A.

Headquarter: Bld Ion Mihalache, nr 1-7, sector 1, Bucuresti

Tel/Fax: 021.301.61.00 /021. 301.66.36

Unique Registration Code with the Trade Register: 361579

Order Number in the Trade Register: J40/608/1991

Capital subscribed and paid: 696.901.518 lei

Regulated market on which the issued securities are traded: Bucharest Stock Exchange-Premium Category

 

Important Events__________________________________________________

 

According to article 234 paragraph 1 letter a) of FSA Regulation no. 5/2018 on issuers and operations with securities, BRD - Groupe Societe Generale S.A. informs the investors that  the Board of Directors of  BRD-Groupe Societe Generale S.A., which met on March 12, 2020, at 11:30, calls the Ordinary and the Extraordinary General Meetings of the Shareholders, on April 23, 2020, at 10:00 AM and 11:00 AM, respectively, at BRD Tower, 1-7 Bd. Ion Mihalache, 1st district, Bucharest (1st floor, Auditorium Room) for all the shareholders registered with the Shareholders’ Register by the end of April 14, 2020 (reference date).

We kindly remind you that, according to art. 208 paragraph 2 of FSA Regulation no. 5/2018 on issuers and operations with securities, the shareholders can vote including by correspondence, according to the details of the Call and the GMS Procedure.

The General meetings of the shareholders have the following 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, prepared according to International Financial Reporting Standards, as adopted by the European Union, for the financial year ended as at December 31, 2019, accompanied by the Annual Board of Directors’ Report at individual and consolidated level as well as by the financial auditor report.

3.    The Directors’ discharge for the fiscal year 2019.

4.    Approval of the profit distribution and setting of the dividend for 2019 (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.

5.    Approval of the income and expenditure budget for 2020 and of the Business Plan for the fiscal year 2020.

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 and empowering Chairman of the Board of Directors of the Bank to sign, on behalf of the Bank, the Management Contract with him.

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, and empowering the Chairman of the Board of Directors of the Bank, to sign on behalf of the Bank, the Management Contract with her. Mrs. Valerie Marcelle Paule VILLAFRANCA was appointed as Interim Director through the Board of Directors decision no. 385 on November 5, 2019, following Mr. Philippe Laurent Charles HEIM’s renunciation to his mandate as Director.

The appointment of Mrs. Valerie Marcelle Paule VILLAFRANCA as Director is subject to the prior approval to start the fulfilment of his tasks by the National Bank of Romania, as per the legal provisions in force.

The 4-years mandate starts running from the 3rd working day after receiving of the prior approval by the National Bank of Romania.

10.    Appointment of Ernst & Young Assurance Services S.R.L., headquartered in Bucharest, 1st district,      15-17 bld Ion Mihalache, Tower Center, floor 21, fiscal code RO11909783, 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 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 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.

 

Annex: Call  of  the  Ordinary  and  Extraordinary  General  Meeting  of  the  Shareholders  of   BRD - Groupe Societe Generale S.A. on April 23, 2020.

 

 

BRD-Groupe Societe Generale

 

Francois BLOCH

CEO

 

Flavia POPA

Corporate Secretary

 

                          

                          

 

 



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