Combined General Meeting and Board of directors dated 23 may 2023 Appointment of Slawomir Krupa, Chief Executive Officer

Combined General Meeting

The General Meeting of shareholders of Societe Generale was held on 23 May 2023 at Maison de la Mutualité - 24 rue Saint-Victor - 75005 Paris and was chaired by Mr. Lorenzo Bini Smaghi.

Quorum was established at 53. 45% (vs 54.83% in 2022):

•    681 shareholders participated by attending the General Meeting in person at the place where it was held on 23 May 2023;
•    914 shareholders were represented at the General Meeting on the day it was held by a person other than the Chairman;
•    11605 shareholders voted online;
•    2 754 shareholders voted by post; 
•     9 839 shareholders, including 7 244 online, representing 1.01% of the share capital, gave proxy to the Chairman;
•    A total of 25 793 shareholders were, in accordance with the regulations, present or represented and thus participated in the vote.

The agenda item, with no vote, was an opportunity to present and discuss with shareholders the Group's energy transition plan and social and environmental responsibility.

In addition, 13 shareholders sent written questions prior to the General Meeting. The answers were made public before the General Meeting on the institutional website.

All the resolutions put forward by the Board of Directors were adopted, in particular: 

•    The 2022 annual company accounts and annual consolidated accounts; 
•    The dividend per share was set at EUR 1.70. It shall traded ex-dividend on 30 May 2023 and paid from 1st June 2023;
•    The appointment of four directors for 4 years: Mr. Slawomir Krupa, Mrs. Béatrice Cossa-Dumurgier, Mrs. Ulrika Ekman and Mr. Benoît de Ruffray; 
•    The compensation policy for the Chairman, Chief Executive Officer, the Deputy Chief Executive Officers and the Directors; 
•    The components composing the total compensation and the benefits of any kind paid or awarded for the 2022 financial year to the Chairman and the Chief Executive Officer and the Deputy Chief Executive Officers; 
•    A favorable opinion was issued on the remuneration paid in 2022 to regulated persons;
•    The authorisation granted to the Board of Directors to purchase ordinary shares of the Company was renewed for 18 months up to 10% of the share capital;
•    The authorisation for capital increases, enabling the issue of shares in favour of employees within the framework of a company or group saving plan, was renewed for 26 months;
•    The amendments to the By-laws relating to the four-year term limit for Directors elected by employees and the capping at 74 of the Chairman’s age limit.

The detailed voting result is available this day on the Company's website in the item "Annual General Meeting".

Board of Directors

Following the four appointments of directors decided by the General Meeting of 23 May 2023, the Board of Directors has the following composition:

•    Mr. Lorenzo Bini Smaghi, Chairman;
•    Mr. Slawomir Krupa, Director;
•    Mr. William Connelly, Director ;
•    Mr. Jérôme Contamine, Director; 
•    Mrs. Béatrice Cossa-Dumurgier, Director ; 
•    Mrs. Diane Côté, Director; 
•    Mrs. Ulrika Ekman, Director;
•    Mrs. France Houssaye, Director elected by employees;
•    Mrs. Annette Messemer, Director ;
•    Mr. Henri Poupart-Lafarge, Director;
•    Mr Johan Praud, Director elected by employees;
•    Mrs. Lubomira Rochet, Director; 
•    Mr. Benoît de Ruffray, Director ;
•    Mrs. Alexandra Schaapveld, Director;
•    Mr. Sébastien Wetter, Director representing employees shareholders.
•    Mr. Jean-Bernard Lévy, Non-voting Director (“censeur”).

At the end of the General Meeting of 23 May 2023, on the proposal of the Nomination and Corporate Governance Committee, the Board of Directors unanimously appointed Mr. Slawomir Krupa as Chief Executive Officer. The functions of Chairman and Chief Executive Officer will continue to be separated in accordance with Article L. 511-58 of the French Monetary and Financial Code.

Lorenzo Bini Smaghi, Chairman of the Board of Directors, said: “The Board of Directors expresses its warm gratitude to Frédéric Oudéa and to the General Management whose term of office has come to an end. It commends Frédéric Oudéa’s actions during his 15 years of General Management, during which he demonstrated the Bank’s ability to withstand crises and adapt its business model before launching or expanding major strategic initiatives such as the merger of Societe Generale and Crédit du Nord retail banking networks in France, the development of Boursorama, the acquisition of LeasePlan by ALD, the joint venture with Alliance Bernstein or the exit from Russia. 
The entire Board also joins me in warmly congratulating Slawomir Krupa on his appointment as Chief Executive Officer. It will be up to him, with the new General Management, to pursue these initiatives and further transform the Group for the greater benefit of its shareholders, customers and all its teams respecting its corporate purpose (raison d’être) ‘Building together, with our clients, a better and sustainable future through responsible and innovative financial solutions’.”

After consulting the Nomination and Corporate Governance Committee, the Board of Directors unanimously approved the proposal made by the Chief Executive Officer, in compliance with the regulations in force, to appoint Philippe Aymerich and Pierre Palmieri as Deputy Chief Executive Officers as of 23 May 2023, as announced in the press release dated 9 March 2023 (Hyperlink). The Chief Executive Officer and the Deputy Chief Executive Officers are effective managers (“dirigeants effectifs”) within the meaning of banking regulations (Article L.511-13 of the French Monetary and Financial Code). 

The Board of Directors has adopted the terms and conditions of employment of the new Chief Executive Officer and Deputy Chief Executive Officers.

The Board of Directors is now made up of 50% women and more than 90% (11/12) independent directors if we exclude from the calculations the three directors representing the employees in accordance with paragraph 1 of Article L. 225-23 of the Commercial Code, paragraph 2 of Article L. 225-27 of the Commercial Code and the AFEP-MEDEF code.

The Board of Directors held after the General Meeting has decided that, as of 23 May 2023, the Board committees will be composed as follows: 

•    Audit and Internal Control Committee: Mrs. Alexandra Schaapveld (chairwoman), Mr. Jérôme Contamine, Mrs. Diane Côté, Mrs. Ulrika Ekman and Mr. Sébastien Wetter; 
•    Risk Committee: Mr. William Connelly (chairman), Mrs. Béatrice Cossa Dumurgier as from 2024 and guest during the period, Mrs. Diane Côté, Mrs. Ulrika Ekman, Mrs. Annette Messemer and Mrs. Alexandra Schaapveld ;
•    Compensation Committee: Mr. Jérôme Contamine (chairman), Mr. Benoit de Ruffray, Mrs. France Houssaye and Mrs. Annette Messemer;
•    Nomination and Corporate Governance Committee: Mr. Henri Poupart-Lafarge (chairman), Mr. William Connelly, Mr. Benoit de Ruffray and Mrs. Lubomira Rochet.
 

_ Biographies and declarations available in the press release

_ Voting results attached

Press contacts:
Jean-Baptiste Froville_+33 1 58 98 68 00_ jean-baptiste.froville@socgen.com
Fanny Rouby_+33 1 57 29 11 12_ fanny.rouby@socgen.com