Board of Directors of Societe Generale: proposed renewal and appointment of Directors

The director's mandates of Nathalie Rachou, Michel Cicurel and Yann Delabrière are due to expire at the end of this General Meeting. As Michel Cicurel and Yann Delabrière did not wish to have their mandates renewed, a search for candidates was launched in July 2015 with the help of a consulting firm on the basis of the criteria established by the Nomination and Corporate Governance Committee and the Board of Directors, with a particular emphasis on a high level of banking and financial expertise.

Three resolutions will be proposed concerning the appointment of directors:

• The renewal of the mandate of Nathalie Rachou, an independent director at Societe Generale since 2008, Chair of the Risk Committee and member of the Audit and Internal Control Committee, for a term of four years. Nathalie Rachou, aged 58, a French national, has extensive experience in financial markets. She is a member of the boards of directors of Veolia Environnement, Altran and Laird PLC.
   
• The appointment of Juan Maria Nin Genova as an independent director for a term of four years. Juan Maria Nin Genova, aged 62, a Spanish national, is a highly experienced banker who previously headed Caixa, a major Spanish banking group. He has also worked at Banco Sabadell and Santander.
   
• The appointment of Emmanuel Roman as an independent director for a term of four years. Emmanuel Roman, aged 52, a French national, is the CEO of Man Group, an investment fund firm. A specialist of financial markets, he has held key roles at Goldman Sachs in the area of equity derivatives.

If these resolutions are adopted, the Board of Directors will be composed of 14 members, including two elected by the employees in March 2015 for a three-year term. It will include seven women (50%), of whom five were appointed by shareholders (41.6% of directors as defined in the AFEP-MEDEF Code) and two by employees. The proportion of independent directors will be above 91.6% (11/12) according to the method of calculation defined in the AFEP-MEDEF Code, which does not take into account directors nominated by employees.