2020 Universal registration document and annual financial report - BNP PARIBAS 25

1Presentation of the BnP PariBas GrouP

1

BNP Paribas and its shareholders

SHAREHOLDER LIAISON COMMITTEE

After its formation in 2000, BNP Paribas decided to create a Shareholder Liaison Committee to help the Group improve communications with its retail shareholders. At the Annual General Meeting that approved the BNP Paribas merger, the Chairman of BNP Paribas initiated the process of appointing members to this committee, which was fully established in late 2000.

Chaired by Jean Lemierre, it includes ten shareholders who are both geographically and socio-professionally representative of the retail shareholder population, along with two employees or former employees. Each member serves a three-year term. When their terms expire, announcements are published in the Group s various financial publications, any shareholder may apply to become a candidate.

At its last meeting at the end of September 2020, the Liaison Committee was composed of:

■ Mr Jean Lemierre, Chairman;

■ Mr Jean-Louis Busière, residing in the Moselle department;

■ Mr Michel Cassou, residing in the Tarn department;

■ Mr Jean-Marc Cornier, residing in Meudon;

■ Mr Patrick Cunin, residing in the Essonne department;

■ Ms Anne Doris Dupuy, residing in the Gironde department;

■ Mr Jean-Marie Lapoirie, residing in the Rhône department;

■ Mr Jacques Martin, residing in the Alpes Maritimes department;

■ Ms Françoise Rey, residing in Paris;

■ Mr Jean-Jacques Richard, residing in Toulon;

■ Mr Jean-Jacques Rohrer, residing in the Hauts-de-Seine department;

■ Mr Ugo Cuccagna, BNP Paribas employee;

■ Ms Christine Valence, BNP Paribas employee.

In accordance with the Charter, the Internal Rules that all committee members have adopted, the Committee met twice in 2020, on 19 March (remotely due to Covid-19) and on 25 September.

The main topics of discussion included:

■ BNP Paribas capital structure and changes therein, particularly among retail shareholders ;

■ the proposals made to the Cercle des actionnaires (BNP Paribas Shareholders Group), which were seriously disrupted due to the coronavirus epidemic;

■ the draft 2020 Universal registration document, and specifically, the chapters on Shareholder Relations , Corporate governance and Social and Environmental Responsibility ;

■ the Integrated Report;

■ quarterly results;

■ the initiatives taken in preparation for the Annual General Meeting, in particular due to the Covid-19 pandemic;

■ the presentation of the economic outlook, in particular following the health crisis, Brexit and various political events such as the US presidential election.

DIVIDEND

The Board of directors will propose to the shareholders Annual General Meeting to pay out a dividend of 1.11 euro per share in May 2021 in cash(1), equivalent to 21% of 2020 net income, the maximum amount based on the European Central Bank recommendation of 15 December 2020(2).

The total amount of the proposed distribution is EUR 1,387 million.

The additional restitution of 29% of 2020 net income is intended after the end of September 2021 in the form of share buybacks(3) or distribution of reserves(4) as soon as the ECB repeals its recommendation, which it is expected to do by the end of September 2021 in the absence of materially adverse developments .

(1) Subject to the approval of the Annual General Meeting of 18 May 2021: detached on 24 May 2021 and paid out on 26 May 2021.

(2) [ ] until 30 September 2021 [ ] the ECB expects dividends and share buy-backs to remain below 15% of the cumulated profit for 2019-20 and not higher than 20 basis points of the CET1 ratio.

(3) Subject to European Central Bank approval.

(4) Subject to European Central Bank and Annual General Meeting approval.