FP, NN Pensions Fund propose additional resolutions ahead of BRD’s shareholders meeting

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Fondul Proprietatea (FP), holding a stake of 3.63 percent in BRD Groupe Societe Generale, and NN Pensions Fund (another shareholder of BRD) have put forward a request to include several resolutions for consideration and approval at the General Shareholders Meeting, scheduled to be held on April 20, 2017, a press release informs.

These resolutions call for the appointment of Board members based on the cumulative voting method, the optimization of BRD’s capital structure and the approval of an alternative dividend for shareholders.

The appointment of Board members based on the cumulative voting method is expected to lead to a higher number of independent non-executive Board members and thus better reflect the more diversified institutional investor base that BRD currently has. Currently, seven of nine Board Members hold or have held at some point in their career an executive position with BRD or Societe Generale Group.

An increased number of independent Board members should be beneficial to the bank and all its shareholders, by providing the Board with fresh perspectives on strategy and market opportunities, as well as enhance market trust in the capacity of the Board to oversee executive management. We hope the majority of BRD’s shareholders will acknowledge the value of our proposal and support it,” Greg Konieczny, Fondul Proprietatea CEO and Portfolio Manager, commented.

The two shareholders in BRD have also proposed Cezary Smorszczewski as a candidate for an independent member position on the Board of BRD, considering his 20 years’ experience in the banking sector, as well as his private equity expertise.

At the end of 2016, BRD Group’s Tier 1 capital ratio stood at 20.4 percent(before inclusion of 2016 net profit), which is an elevated level compared to the regulatory requirements, as well as levels exhibited by other banking groups in the region.

Additionally, FP and NN Pensions Fund in BRD call for the distribution of a gross dividend per share out of 2016 net profit of RON 1.045 per share, corresponding to a dividend pay-out of 100 percent out of the stand-alone BRD net profit.


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