For Representation in the Ordinary and Extraordinary General Assembly of the Shareholders
express authority
for representation in the Ordinary and Extraordinary General Assembly of the Shareholders
of BRD – GROUPE SOCIETE GENERALE S.A.
S.C. ______, headquartered in ______
______, identified by registration number with the Trade Register ______, unique registration code (CUI) ______holder of ______shares issued by BRD – Groupe Société Générale S.A., granting it the right to ______votes[1] in the General Assembly of the Shareholders, represented by ______, in capacity as ______, owner of BI/CI series____ number ______, appoints hereby
______(name and first name of the representative), domiciled in ______, identified by the identity papers _____ series _____ n° ______, delivered by ______, on ______, personal identification number ______,
as my representative in the Ordinary and Extraordinary General Assembly of the Shareholders of BRD – Groupe Société Générale S.A., which will take place on April 18, 2007, at 1000 and 1100, respectively, at the Crowne Plaza Bucharest, 1 Bd. Poligrafiei, sector 1, Bucharest (Crowne Plaza Hotel, Ballroom Hall), or on the date of the second assembly if the first could not be held, to exercise the right to vote corresponding to the shares held by me and registered in the shareholders registry of BRD – Groupe Société Générale, as follows:
Matter on the agenda /Vote
(to be filled in, as the case may be, with for, against or abstention)FOR
/AGAINST
/ABSTENTION
I. Ordinary general assembly of the shareholders1. Approval of the individual financial statements of the Bank as at December 31, 2006 (elaborated in compliance with the local accounting standards), as well as of the consolidated annual financial statements (made in compliance with the International Financial Reporting Standards), based on the reports presented by the Board of Directors and on the opinions of the financial auditor of the Bank
2. Approval of the profit allocation and setting of the dividend on 2006 (the proposed gross dividend is of 0.3672 lei / share). Dividends will be paid within maximum 60 days since the date of the general assembly.
3. The administrative discharge of BRD's directors for the tax year 2006 and the release of the directors’ guarantee, established according to Law no 31/1990.
4. Approval of the income and expenditure budget for 2007 and of the business plan for the tax year 2007.
5. •Election of the members of the Board of Directors, by the method of the cumulative voting:
No. / Proposed candidates / Granted cumulated votes[2]
1. / Patrick Gelin
2. / Petre Bunescu
3. / Sorin – Mihai Popa
4 / Didier Alix
5. / Jean - Louis Mattei
6. / Bogdan Baltazar
7. / Ioan Niculescu
8. / Aurelian Dochia
9. / Dumitru Popescu
10. / Anne Fossemalle
11. / Sorin Marian Coclitu
12. / Ioan Cuzman
TOTAL CUMULATED VOTES[3]
( =your shares number x 11)
/ do not fill in
▪ Delegation of power to Mr. Patrick Gelin, Chairman-CEO of the Bank, to sign the individual contracts of mandate between the Bank and each director / executive officer, respectively of Mr. Didier Alix, non-executive member of the Board of Directors, to sign the contract of mandate of Mr. Patrick Gelin.
6. Approval of the remuneration due to the non-executive directors for the fiscal year 2007.
7. Appointment of the financial auditor of the Bank for 2007 and determination of the audit contract duration.
8. Approval of May 4, 2007 as registration date for the identification of the shareholders who will benefit from dividends and who will be affected by the decisions of the general assembly of the shareholders.
II. Extraordinary General Assembly of the Shareholders
1. Approval of the amendment and completion of the Articles of Incorporation of BRD-Groupe Société Générale, according to the propositions in the Convocation Annex, as well as the delegation of power to Mr. Patrick Gelin, Chairman-CEO of the Bank, to sign the Addendum to the Articles of Incorporation, as well as the updated form of the Articles of Incorporation which will contain all the modifications occurred.
2. Approval of bond issues in the period 2007 – 2008, within a maximum ceiling of EUR 500 million or the lei equivalent, in the terms specified in the note made available to the shareholders. The Board of Directors will enforce this decision and set the individual parameters of each issue.
3. Approval of May 4, 2007 as registration date, according to art. 238 in Law no 297/2004 on the capital market.
This authority was made in 3 (three) original copies, one copy of the express authority will be sent to the BRD Tower (1-7 Bd. Ion Mihalache, code 011171, sector 1, Bucharest –General Secretariat) before April 16, 2007, 1000h, under sanction of loss of the voting right in the general assembly, according to the law.
Date ______
Company ______,
represented by ______(in capital letters)
______
(signature)
1
[1] As per article 9 in the Articles of Incorporation of BRD, a share entitles to one vote in the General Assembly of the Shareholders.
[2] According to the CNVM Regulations n° 1/2006 on the issuers and the securities operations - art. 124, the cumulated votes are computed by multiplying the number of shares held by the shareholder by 11 (number of administrators that will compose the Board of Directors of BRD). The shareholder will extend the cumulated votes (thus computed) to one or more candidates, in the proportion desired.
[3] Attention: If the number of cumulated votes extended exceeds the number for which the shareholder is entitled (according to the above computation), the voting paper will be cancelled (see art. 126 paragraph 3 of the CNVM Regulation no 1/2006 ).