2020 Universal registration document and annual financial report - BNP PARIBAS 79

2CorPorate GovernanCe and internal Control

2

Report on Corporate governance

If the share price increases by at least 5% during this period, a factor is applied to the initial amount, resulting in the amount being increased or reduced, in line with the table below:

Thus, the first half of the award amount will only be paid in full at the end of the five-year period if the share price increases by more than 20% in the five years. The first half of the award will, in any event, always be less than or equal to the change in the share price and cannot, under any circumstances, exceed 175% of the award amount, assuming that the share price has increased by more than 75% at the end of the five- year period.

Second half of the award: outperformance of the BNP Paribas share relative to peers

Fulfilment of this condition is assessed by measuring the performance of the BNP Paribas share price relative to the EURO STOXX Banks index of main eurozone banks.

It only takes into account outperformance of the BNP Paribas share relative to the average index measured over the 12 months prior to the award date, compared with the average for this same index for a period of 12 months prior to payment. The second half of the target amount under the LTIP will only be paid in full if the share price outperforms the index by at least 10%.

Relative performance of the BNP Paribas share in relation to the performance of the EURO STOXX Banks index Factor applied to the second half of the award

Lower or equal to 0 points 0%

0 to 5 points included 50%

5 to 10 points included 80%

10 points higher 100%

The amount determined by applying each of the conditions over the plan s five-year period is the remuneration paid under the LTIP.

Ceiling According to the provisions of article L.511-78 of the French Monetary and Financial Code relating to the cap on the variable component as a percentage of the fixed component, total variable remuneration awarded, including amounts awarded under the LTIP, may not be more than twice the fixed remuneration, in accordance with the decision of the Shareholders Annual General Meeting on 24 May 2018. This decision will again be submitted to the vote of the Shareholders Annual General Meeting on 18 May 2021. To calculate the ratio, a discount rate may in addition be applied to no more than 25% of the total variable remuneration inasmuch as the payment is made in the form of instruments deferred for at least five years.

Payment of LTIP Based on the change in the BNP Paribas share price, the first half of the amount paid under the LTIP may not, under any circumstances, exceed 175% of the initial award amount. Payment of the second half of the award may not, under any circumstances, exceed the total award amount.

Thus, under no circumstances can payments under the LTIP exceed 137.5% of their award value.

Continued presence requirement LTIP rules require continued presence throughout the entire duration of the plan. Departure from the Group would result in the LTIP not being paid. Nonetheless, in the event of retirement or death after the end of the first year of the plan, payments would be made provided that performance conditions are met and subject to assessment by the Board of directors.

Malus and Claw-back clauses The LTIP provides for malus and claw-back arrangements. Accordingly, should the beneficiary adopt a behaviour or perform acts which do not comply with BNP Paribas requirements as defined, in particular, as regard compliance with the Code of conduct, applicable Internal Rules and regulations, assessment and management of risks applicable to Group employees, the Board of directors may decide not only not to proceed with the payment of the set amount whether the employee still works for the Company or not, but may also request reimbursement for all or part of the sums paid under previous plans over the past five years.

Moreover, this rule provides that in the event of the implementation of a bank resolution measure under the French Monetary and Financial Code, the LTIP rights shall be definitively cancelled.

Change in the BNP Paribas share price over 5 years Factor applied to the first half of the award

Strictly under 5% 0 (No payment)

Equal to or higher than 5% and under 10% 40%

Equal to or higher than 10% and under 20% 80%

Equal to or higher than 20% and under 33% 120%

Equal to or higher than 33% and under 50% 130%

Equal to or higher than 50% and under 75% 150%

Equal or higher than 75% 175%