2020 Universal registration document and annual financial report - BNP PARIBAS 101

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 19 May 2020 (22nd 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 240 million for shares by virtue of the authorisations granted under the 20th and 21st resolutions of this Shareholders Combined General Meeting of 19 May 2020.

This authorisation was not used during the period

Shareholders Combined General Meeting of 19 May 2020 (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. That authorisation was granted for a period of 26 months and replaces that granted by the 23th resolution of the Shareholders Combined General Meeting of 24 May 2018.

This authorisation was not used during the period

Shareholders Combined General Meeting of 19 May 2020 (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 19 May 2020.

This authorisation was not used during the period

Shareholders Combined General Meeting of 19 May 2020 (25th resolution)

Authorization granted to the Board of directors to carry out transactions reserved for members of the BNP Paribas Group Company Savings Plan, with cancellation of preferential subscription rights, which may take the form of capital increases and/or disposals of reserved titles. 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. That authorisation was granted for a period of 26 months and replaces that granted by the 25th resolution of the Shareholders Combined General Meeting of 24 May 2018.

This authorisation was not used during the period

Shareholders Combined General Meeting of 19 May 2020 (26th resolution)

Authorisation granted to the Board of directors to reduce share capital by cancelling shares. Authorisation is given to cancel, on one or more occasions, through reduction of the share capital, all or some of the shares that BNP Paribas holds and that it could hold, up to a maximum of 10% of the total number of shares constituting the share capital existing as at the date of the transaction, for a period of 24 months. Delegation of all powers to carry out this reduction in share capital, and allocate the difference between the purchase price of the cancelled shares and their nominal value to share premium and retained earnings, including the legal reserve up to 10% of the share capital cancelles. That authorisation was granted for a period of 18 months and replaces that granted by the 17th resolution of the Shareholders Combined General Meeting of 23 May 2019.

This authorisation was not used during the period

4 ITEMS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC TENDER OFFER OR EXCHANGE OFFER (ARTICLE L.22-10-11 OF THE FRENCH COMMERCIAL CODE)

Among the items referred to in article L.22-10-11 of the French Commercial Code, there is no item likely to have an impact in the event of a public tender or exchange offer.