special power of attorney

for 1,2, 4,5,6,10, 11points on the agenda of the OrdinaryGeneral Meeting, respectively

1,2, 3, 4 points on the Extraordinary General Meeting of the Shareholders

of BRD – GROUPE SOCIETE GENERALE S.A.

juridical persons

We, ______, 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., out of a total of 696,901,518 shares issued by BRD-Groupe Société Générale S.A., granting us the right to ______votes[1] in the General Meeting of the Shareholders, represented by legal/conventional representative (choose the appropriate version), Mrs./Mr. ______, with domicile in ______, no. ______str., district/county ______, owner of identity papers series______, no. ______, Personal Code Number ______

hereby appoint ______(last and first name of the representative), domiciled in ______, identified by the identity papers _____ series _____ no. ______, delivered by ______, on ______, personal identification number ______,

as representative of the company and to vote regarding the points 1, 2, 4, 5, 6, 10, 11on the agenda of the Ordinary, respectively 1, 2, 3, 4 of the Extraodinary General Meetings of the Shareholders of BRD-Groupe Société Générale S.A, which will take place at BRD Tower, 1-7 Bd. Ion Mihalache, 1st district, Bucharest (1st floor, Auditorium Room) on April 19, 2018, at 10:00 and respectively 11:00, , or on the date of the second meeting if the first could not be held, as follows:

I. ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

Matter on the agenda /

Vote

(Please fill in the voting option into the corresponding box)

For

/

Against

/

Abstention

1.Electing Mrs. Mariana DINU, shareholder of BRD - Groupe Societe Generale S.A., and, in her absence, Mrs. Adina Ileana RĂDULESCU, 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, 2017, accompanied by the Annual Board of Directors’ Report at individual and consolidated level as well as by the financial auditor report.
  1. Approval of the profit distribution and setting of the dividend for 2017 (the gross dividend proposed is of 1.64 lei / share). The dividends will be paid within on May 31, 2018 and the deferred payment date will be November 30,2018.

  1. Approval of the income and expenditure budget for 2018 and of the Business Plan for the fiscal year 2018.

  1. Approval of the remuneration due to the non-executive directors for the fiscal year 2018, as well as of the general limits for the directors’ additional remunerations and officers’ remunerations.

  1. Approval of the date of May 8, 2018 as ex date.

  1. Approval of the date of May 9, 2018 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.

II. EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS
Matter on the agenda /

Vote

(Please fill in the voting option into the corresponding box)

For

/

Against

/

Abstention

1.Electing Mrs. Mariana DINU, shareholder of BRD - Groupe Societe Generale S.A. and in her absence, Mrs. Adina Ileana RĂDULESCU, 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 meeting notice, as well as the delegation of power to Mr. François 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 8, 2018 as ex date.
4.Approval of the date of May 9, 2018 as registration date, in order to identify the shareholders who are affected by the decisions of the extraordinary general meeting of shareholders.

The shareholder is totally liable for accurately filling in and safely dispatching this Special Power of Attorney.

The representatives of juridical person shareholders will prove their capacity based on the list provided by the Central Depositary to the Bank for the reference date. If the shareholder did not inform the Central Depositary of his representative,will prove his capacity based on a confirmation of company details issued by the Trade Register / any other document issued by a relevant authority in the state where the shareholder is legally incorporated, attesting their capacity of representative, issued no more than 3 months before the date of publication of this Notice of meeting, and sent in original or as certified true copy.

The documents attesting the capacity of representative drafted in a foreign language other than English will be accompanied by a translation into Romanian or English made by a certified translator.The notarisation or apostille is not required for the documents drafted in a foreign language.

This power of attorney was made in 3 (three) original copies, one of which,accompanied by the documents attached (if the case may be), will be sent:

-Either as an original signed by hand,and as the case may be, stamped,accompanied by the separateclosed envelope containing the ‘’Power of attorney for the secret vote’’, by mail or courier services, to the BRD Tower (Bd. Ion Mihalache nr. 1-7, cod 011171, sector 1, Bucharest – General Secretariat), in a closed envelope, bearing the mention written in capital letters: “For the General Meetings of the Shareholders of April 19, 2018–Power of Attorney”;

-Or signed electronically, with an extended electronic signature, as per Law no. 455/2001 regarding the electronic signature - by e-mail - at the e-mail address . Thesefiles will be named "Power of attorney for the not secret vote", respectively "Documents attached"and together with the "Power of attorney for the secret vote" file, will be attached to an email with the subject: “For the General Meetings of the Shareholders of April 19, 2018 – Power of Attorney”.

The documents must reach the Bank before April 17, 2018, 09:00 A.M., under sanction of loss of the voting right by correspondence in the general meetings, according to the law.

Telephone contact: ______

Date ______

Company______,

Represented by

______

(in capital letters)

______

(Signatureand as the case may be, stamp)

1

[1] As per the Articles of Incorporation of BRD-Groupe Société Générale, a share entitles to one vote in the General Meeting of the Shareholders.