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BRD - GROUPE SOCIETE GENERALE S.A. - BRD

April 22, 2021 Notice of O&EGSM

Release Date: 3/17/2021 8:33:58 AM

IRIS Code: B718A

The current report under Regulation FSA no. 5/2018

Date of Report: March 17, 2021

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 16, 2021, at 16:00, calls the Ordinary and the Extraordinary General Meetings of the Shareholders, on April 22, 2021, 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 12, 2021 (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. Camelia Daniela APETREI, shareholder of BRD - Groupe Societe Generale S.A., and, in her absence, Mr. Claudiu CRISTEA, 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, 2020, 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 2020.

4.    Approval of the profit distribution and setting of the dividend for 2020 (the gross dividend proposed is of     0.0749 lei / share). The dividends will be paid within on June 4, 2021 and the deferred payment date will be November 29, 2021.

5.    Approval of the income and expenditure budget for 2021 and of the Business Plan for the fiscal year 2021.

6.    Approval of the Remuneration policy regarding the Management body.

7.    Approval of the remuneration due to the non-executive directors for the fiscal year 2021, as well as of the general limits for the directors’ additional remunerations and the officers’ remunerations.

8.    Renewal Mr. Benoit Jean Marie OTTENWAELTER mandate as director, for a 4-years period, starting with July 7, 2021 and empowering Chairman of the Board of Directors of the Bank to sign, on behalf of the Bank, the Management Contract with him.

9.    Electing Mrs. Maria ROUSSEVA 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. Maria ROUSSEVA was appointed as Interim Director through the Board of Directors decision no. 410 on December 10, 2020, following Mr. Jean-Luc Andre Joseph PARER’s renunciation to his mandate as Director.

The appointment of Mrs. Maria ROUSSEVA as Director is subject to the prior approval to start the fulfilment of her 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.  Electing Mrs. Aurore Brigitte Micheline GASPAR as director for a 4-years period, on the vacant position existent on the Banks Board of Directors, following Mr. Petre BUNESCU’s renunciation to his mandate as Director starting with March 1st 2021 and empowering the Chairman of the Board of Directors of the Bank, to sign on behalf of the Bank, the Management Contract with her.

The appointment of Mrs. Aurore Brigitte Micheline GASPAR as Director is subject to the prior approval to start the fulfilment of her 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. 

11.  Appointment of Ernst & Young Assurance Services S.R.L., headquartered in Bucharest, Tower Center, 21nd floor, 15-17 bld Ion Mihalache, 1st district, postal code 011171, fiscal code RO11909783, as financial auditor of the Bank for the financial year 2021.

12.   Approval of the date of May 12, 2021 as ex date.

13. Approval of the date of May 13, 2021 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. Camelia Daniela APETREI, shareholder of BRD - Groupe Societe Generale S.A. and in her absence, Mr. Claudiu CRISTEA, 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 12, 2021 as ex date.

4.    Approval of the date of May 13, 2021 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 22, 2021.

 

BRD-Groupe Societe Generale

Francois BLOCH

CEO

Flavia POPA

Corporate Secretary

 

                          

                          

 

 



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