2020 Universal registration document and annual financial report - BNP PARIBAS 649

8General information

8

Founding documents and Articles of association

The term of office of the Chief Operating Officers shall expire at the latest at the close of the General Shareholders Meeting convened to approve the financial statements for the year in which the Chief Operating Officers reach sixty-five years of age. However, the Board may decide to extend the term of office of the Chief Operating Officers until the close of the General Shareholders Meeting held to approve the financial statements for the year in which they reach sixty-six years of age.

Article 17 Upon proposal from the Chairman, the Board of directors may appoint one or two non-voting Directors (censeurs).

Non-voting Directors shall be convened to and take part in Board meetings in an advisory capacity.

They shall be appointed for six years and may be reappointed for further terms. They may also be removed at any time under similar conditions.

They shall be selected from among the Company s shareholders and may receive a remuneration determined by the Board of directors.

SECTION V

SHAREHOLDERS MEETINGS

Article 18 General Shareholders Meetings shall be composed of all shareholders.

General Shareholders Meetings shall be convened and deliberate subject to compliance with the provisions of the French Commercial Code (Code de Commerce).

As an exception to the last paragraph of article L.225-123 of the French Commercial Code (Code de Commerce), each share carries one voting right, and no double voting rights are conferred.

They shall be held either at the registered office or at any other location specified in the notice of meeting.

They shall be chaired by the Chairman of the Board of directors, or, in his absence, by a Director appointed for this purpose by the Shareholders Meeting.

Any shareholder may, subject to providing proof of identity, attend a General Shareholders Meeting, either in person, or by returning a postal vote or by designating a proxy.

Taking part in the meeting is subject to the shares having been entered either in the BNP PARIBAS registered share accounts in the name of the shareholder, or in the bearer share accounts held by the authorised intermediary, within the timeframes and under the conditions provided for by the French regulations in force. In the case of bearer shares, the authorised intermediary shall provide a certificate of participation for the shareholders concerned.

The deadline for returning postal votes shall be determined by the Board of directors and stated in the notice of meeting published in the French Bulletin of Compulsory Legal Announcements (Bulletin des Annonces Légales Obligatoires BALO).

At all General Shareholders Meetings, the voting right attached to the shares bearing beneficial rights shall be exercised by the beneficial owner.

If the Board of directors so decides at the time that the General Shareholders Meeting is convened, the public broadcasting of the entire General Shareholders Meeting by videoconference (visioconference) or all telecommunications and remote transmission means, including Internet, shall be authorised. Where applicable, this decision shall be communicated in the notice of meeting published in the French Bulletin of Compulsory Legal Announcements (Bulletin des Annonces Légales Obligatoires BALO).

Any shareholder may also, if the Board of directors so decides at the time of convening the General Shareholders Meeting, take part in the vote by videoconference (visioconference) or all telecommunications and remote transmission means, including Internet, subject to compliance with the conditions set out in the applicable laws at the time of its use. If an electronic voting form is used, the shareholder s signature may be in the form of a secured digital signature or a reliable identification process safeguarding the link with the document to which it is attached and may consist, in particular, of a user identifier and a password. Where applicable, this decision shall be communicated in the notice of meeting published in the French Bulletin of Compulsory Legal Announcements (Bulletin des Annonces Légales Obligatoires BALO).

SECTION VI

STATUTORY AUDITORS

Article 19 At least two principal auditors shall be appointed by the General Shareholders Meeting for a term of six financial years. Their term of office shall expire after approval of the financial statements for the sixth financial year.

SECTION VII

ANNUAL FINANCIAL STATEMENTS

Article 20 The Company s financial year shall start on 1st January and end on 31st December.

At the end of each financial year, the Board of directors shall draw up annual financial statements and write a management report on the Company s financial position and its business activities during the previous year.

Article 21 Net income for the year is composed of income for the year minus costs, depreciation, amortizations and impairment.

The distributable profit is made up of the year s profit, minus previous losses as well as the sums to be allocated to the reserves in accordance with French law, plus the profit carried forward.

The General Shareholders Meeting is entitled to levy all sums from the distributable profit to allocate them to all optional, ordinary or extraordinary reserves or to carry them forward.

The General Shareholders Meeting may also decide to distribute sums levied from the reserves at its disposal.

However, except in the event of a capital reduction, no amounts may be distributed to the shareholders if the shareholders equity is, or would become following such distribution, lower than the amount of capital plus the reserves which is not open to distribution pursuant to French law or these Articles of Association.

In accordance with the provisions of Article L. 232-18 of the French Commercial Code (Code de Commerce), a General Shareholders Meeting may offer to the shareholders an option for the payment, in whole or in part, of dividends or interim dividends through the issuance of new shares in the Company.