Market News


BRD - GROUPE SOCIETE GENERALE S.A. - BRD

Notice of AGSM - April 18, 2019

Release Date: 3/14/2019 8:59:34 AM

IRIS Code: F3353

The current report under Regulation FSA no. 5/2018

Date of Report: March 14, 2019

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 13, 2019, at 17:00, calls the Ordinary and the Extraordinary General Meetings of the Shareholders, on April 18, 2019, 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  8, 2019 (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., 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, 2018, 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 2018.

4.    Approval of the profit distribution and setting of the dividend for 2018 (the gross dividend proposed is of 1.64 lei / share). The dividends will be paid within on May 31, 2019 and the deferred payment date will be November 29, 2019.

5.    Approval of the income and expenditure budget for 2019 and of the Business Plan for the fiscal year 2019.

6.    Approval of the remuneration due to the non-executive directors for the fiscal year 2019, the general limits for the directors’ additional remunerations as well as officers’ remunerations.

7.    Renewal Mr. Petre BUNESCU mandate as director, for a 4-years period, starting with April 18, 2019 and empowering Chairman of the Board of Directors of the Bank to sign, on behalf of the Bank, the Management Contract with him.

8.    Electing Mr. Bogdan-Alexandru DRAGOI as director for a 4-years period, following the expiry of Mr. Ioan CUZMAN ’s mandate as Member of the Board Directors by reaching the term on April 18, 2019 and empowering the Chairman of the Board of Directors of the Bank, to sign on behalf of the Bank, the Management Contract with him.

The appointment of Mr. Bogdan-Alexandru DRAGOI 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 date of issuance of the prior approval to start the fulfilment of his tasks by the National Bank of Romania.

9.    Electing Mr. Philippe Laurent Charles HEIM 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 him. Mr. Philippe Laurent Charles HEIM was appointed as Interim Director through the Board of Directors decision no. 356 on June 21, 2018, following Mr. Bernardo SANCHEZ – INCERA’s renunciation to his mandate as Director.

The appointment of Mr. Philippe Laurent Charles HEIM 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 date of issuance of the prior approval to start the fulfilment of his tasks by the National Bank of Romania.

10.     Electing Mrs. Liliana FELEAGA 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. Liliana FELEAGA was appointed as Interim Independent Director through the Board of Directors decision no. 359 on September 19, 2018, following the expiry of Mr. Aurelian DOCHIA’s mandate as Independent Member of the Board Directors by reaching the term.

The appointment of Mrs. Liliana FELEAGA 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 date of issuance of the prior approval to start the fulfilment of her tasks by the National Bank of Romania.

11.     Designation of Mr. Bogdan-Alexandru DRAGOI as independent director.

12.     Designation of Mrs. Liliana FELEAGA as independent director.

13.    Appointment of Ernst & Young Assurance Services SRL as financial auditor of the Bank for the financial year 2019.

14.    Approval of the date of May 9, 2019 as ex date.

15.   Approval of the date of May 10, 2019 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. 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 9, 2019 as ex date.

4.    Approval of the date of May 10, 2019 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 18, 2019.

 

BRD-Groupe Societe Generale

 

Francois BLOCH

CEO

 

Flavia POPA

Corporate Secretary

 

 



 Print

Information provided by IRIS, the news platform of the Bucharest Stock Exchange.

______________________

Bucharest Stock Exchange ("BVB") is not responsible for the content of this News item. Issuers whose financial instruments are traded on markets operated by BVB are required to report in accordance with current legal and regulatory provisions. BVB publishes these Reports as market administrator, appointed by ASF. When, for investors’ information, Reports are published, either signed by different persons, or with conflicting information, legal liability lies fully with the signatories. BVB disclaims any obligation or responsibility towards issuers or third parties, regarding the reality, completeness and accuracy of information provided by them and distributed by BVB. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.


©2016 Bucharest Stock Exchange. All rights reserved