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BRD - GROUPE SOCIETE GENERALE S.A. - BRD

Notice of AGSM April 20, 2017

Release Date: 3/15/2017 8:13:21 AM

IRIS Code: 94061

The current report under Regulation CNVM no. 1/2006

Date of Report: March, 15, 2017

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 113 letter A of Regulation CNVM no.1/ 2006 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 14, 2017, at 5:00 PM, calls the Ordinary and the Extraordinary General Meetings of the Shareholders, on April 20, 2016, at 10:00 and 11:00, 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 11, 2017 (reference date), with 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. Adina Ileana RADULESCU, 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, 2016, 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 2016;

4. Approval of the profit distribution and setting of the dividend for 2016 (the gross dividend proposed is of 0.73 lei / share). The dividends will be paid within on May 30, 2017 and the deferred payment date will be November 30,2017;

5. Approval of the income and expenditure budget for 2017 and of the Business Plan for the fiscal year 2017;

6. 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;

7. Renewal Mr. Jean-Luc Andre Joseph PARER mandate as 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 him.

8. Electing Mr. Benoit OTTENWAELTER as director for a 4-years period, and empowering Mr. Giovanni Luca SOMA, Chairman of the Bank, to sign on behalf of the Bank, the Management Contract with him.

The appointment of Mr. Benoit OTTENWAELTER as Director is subject to the prior approval by the National Bank of Romania, as per the legal provisions in force.

The 4-years mandate starts running from the date of issuance of the prior approval by the National Bank of Romania.

9. Appointment of Ernst & Young Assurance Services SRL as financial auditor of the Bank for the financial year 2017 and setting of the duration of the financial audit contract;

10. 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;

11. 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 Mrs. Mariana DINU, shareholder of BRD - Groupe Societe Generale S.A. and in her absence, Mrs. Adina Ileana RADULESCU, 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 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 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.

Annex: Call of the Ordinary and Extraordinary General Meeting of the Shareholders of BRD - Groupe Societe Generale S.A. on April 20, 2017.

BRD-Groupe Societe Generale

Flavia POPA

Corporate Secretary



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