2020 Universal registration document and annual financial report - BNP PARIBAS 99

2CorPorate GovernanCe and internal Control

2

Report on Corporate governance

Resolutions adopted at Shareholders General Meetings Use of authorisation in 2020

Shareholders Combined General Meeting of 24 May 2018 (23rd resolution)

Capital increase by capitalising reserves, retained earnings, additional paid-in capital or contribution premium.

Authorisation was given to increase the share capital up to a maximum amount of EUR 1 billion on one or more occasions, by capitalising all or part of the reserves, profits or additional paid-in capital, merger or contribution premiums, successively or simultaneously, through the issuance and award of free shares, through an increase in the par value of existing shares, or through a combination of these two methods. This authorisation was granted for a period of 26 months and replaces that granted by the 20th resolution of the Shareholders Combined General Meeting of 26 May 2016.

This authorisation was not used during the period

Shareholders Combined General Meeting of 24 May 2018 (24th resolution)

Overall limit on authorisations to issue shares with or without preferential subscription rights for existing shareholders. The maximum overall amount for all issues with or without preferential subscription rights for existing shareholders carried out immediately and/or in the future may not exceed EUR 1 billion for shares by virtue of the authorisations granted under the 19th to 21st resolutions of the Shareholders Combined General Meeting of 24 May 2018.

Not applicable

Shareholders Combined General Meeting of 24 May 2018 (25th resolution)

Authorisation granted to the Board of directors to carry out transactions reserved for members of the BNP Paribas Group s Company Savings Plan in the form of new share issues and/or sales of reserved shares. Authorisation was given to increase the share capital within the limit of a maximum nominal amount of EUR 46 million on one or more occasions by issuing ordinary shares (without preferential subscription rights for existing shareholders), reserved for members of the BNP Paribas Group s Company Savings Plan, or by selling of shares. This authorisation was granted for a period of 26 months and replaces that granted by the 22nd resolution of the Shareholders Combined General Meeting of 26 May 2016.

This authorisation was not used during the period

Shareholders Combined General Meeting of 23 May 2019 (5th resolution)

Authorisation given to the Board of directors to set up a share buyback programme for the Company up to a maximum of 10% of the shares comprising the share capital. Said acquisitions of shares, at a price not exceeding EUR 73 per share (previously EUR 73), would be intended to fulfil several objectives including:

■ fulfilling obligations arising from the issue of securities giving access to capital, stock option programmes, the award of free shares, the award or assignment of shares to employees in connection with the employee profit-sharing scheme or Company Savings Plans, and all forms of share grants to employees and/or directors and officers of BNP Paribas and the companies controlled exclusively by BNP as defined in article L.233-16 of the French Commercial Code;

■ cancelling shares in accordance with conditions set by the Shareholders Combined General Meeting of 23 May 2019 (17th resolution);

■ holding and subsequently remitting them in exchange or payment for external growth transactions, mergers, spin-offs or asset contributions;

■ holding them in connection with a market-making agreement complying with the decision of AMF (French Financial Markets Authority) n° 2018-01 of 2 July 2018;

■ and carrying out investment services for which BNP Paribas is authorised or to hedge them. That authorisation was granted for a period of 18 months and replaces that granted by the 5th resolution of the Shareholders Combined General Meeting of 24 May 2018.

This authorisation was not used during the period