The current report under Regulation FSA no. 5/2018
Date of Report: March 16, 2023
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 15, 2023, at 16:00, calls the Ordinary and the Extraordinary General Meetings of the Shareholders, on April 27, 2023, 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 13, 2023 (reference date).
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, Mrs. Mariana DINU, 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, 2022, 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 2022.
4. Approval of the allocation of the 2022 profit of LEI 1,285,937,894 to retained earnings.
5. Appointment of Ernst &Young Assurance Services SRL, headquartered in Bucharest, Tower Center, 21nd floor, 15-17 Ion Mihalache Bld, 1st district, 011171, fiscal code RO 11909783, as financial auditor of the Bank for the financial year 2023.
6. Approval of the income and expenditure budget for 2023 and of the Business Plan for the fiscal year 2023.
7. Electing Mrs. Veronique SCHREIBER LOCTIN as director, for a four-year mandate, and empowering the Chairman of the Bank’ s Board of Directors to sign, on behalf of the Bank, the Management Contract with her. Mrs. Veronique SCHREIBER LOCTIN was appointed as Interim Director through the Board of Directors decision no. 454 /02.08.2022, following Mrs. Maria Koytcheva ROUSSEVA’s renunciation to her mandate as Director.
The appointment of Mrs. Veronique SCHREIBER LOCTIN as Director is subject to the National Bank of Romania’s prior approval to start the fulfilment of her tasks, as per the legal provisions in force.
The four-year mandate starts running beginning with the 3rd working day after the reception of the National Bank of Romania prior approval.
8. Renewal Mrs. Liliana IONESCU – FELEAGA’s mandate as director, for a four-year period, starting with June 6, 2023 and empowering Chairman of the Bank’s Board of Directors to sign, on behalf of the Bank, the Management Contract with her.
9. Renewal Mr. Bogdan-Alexandru DRAGOI’s mandate as director, for a four-year period, starting with November 22, 2023 and empowering Chairman of the Bank’s Board of Directors to sign, on behalf of the Bank, the Management Contract with him.
10. Designation of Mrs. Liliana IONESCU - FELEAGA as independent director.
11. Designation of Mr. Bogdan-Alexandru DRAGOI as independent director.
12. Designation of Mr. Benoit Jean Marie OTTENWAELTER as independent director.
13. Approval of the remuneration report for the financial year 2022.
14. Approval of the remuneration due to the non-executive directors for the fiscal year 2023, as well as of the general limits for the directors’ additional remunerations and the officers’ remunerations.
15. Approval of the date of May 16, 2023 as ex date.
16. Approval of the date of May 17, 2023 as registration date, in order to identify the shareholders who are 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, Mrs. Mariana DINU, 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 16, 2023 as ex date.
4. Approval of the date of May 17, 2023 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 the Extraordinary General Meetings of the Shareholders of BRD - Groupe Societe Generale S.A. on April 27, 2023.
BRD-Groupe Societe Generale SA
Francois BLOCH
CEO
Flavia POPA
Corporate Secretary