2020 Universal registration document and annual financial report - BNP PARIBAS80

2 CorPorate GovernanCe and internal Control

2

Report on Corporate governance

The Board of directors reserves the right to reduce awards under the LTIP, in particular in the event of non-compliance with the above-mentioned ceiling.

IV. Extraordinary remuneration No extraordinary remuneration may be paid to the directors, the Chairman of the Board of directors, the Chief Executive Officer or the Chief Operating Officers.

V. Benefits in kind The Chairman of the Board of directors, the Chief Executive Officer and the Chief Operating Officers have a company car and a mobile phone.

VI. Stock option or share purchase subscription plans The directors and corporate officers do not benefit from any stock option or share purchase subscription plans.

VII. Performance shares The directors and corporate officers do not receive any performance or free shares.

VIII. Post-employment benefits

1. Payments or benefits due or likely to become due upon termination or change in functions

Directors and corporate officers do not receive any contractual remuneration for termination of their term of directorship.

2. Retirement benefits Directors and corporate officers, with the exception of the Chief Operating Officers, do not receive post-employment benefits when they leave the Company or when they retire.

The Chief Operating Officers are entitled to the standard retirement benefits awarded to all BNP Paribas SA employees pursuant to their initial employment contract.

3. Supplementary pension plans The corporate officers benefit solely from the defined-contribution top-up pension plan set up for all BNP Paribas (SA) employees, in accordance with article 83 of the French General Tax Code.

4. Welfare benefit plans The Chairman of the Board of directors, the Chief Executive Officer and the Chief Operating Officers are entitled to the same flexible welfare benefits (death and disability insurance, as well as the common healthcare benefit scheme) as all BNP Paribas (SA) employees.

They also benefit from the Garantie Vie Professionnelle Accidents system (death and disability insurance), which covers all employees of BNP Paribas (SA).

The Chief Executive Officer and the Chief Operating Officers are also entitled to the supplementary plan set up for members of the Group Executive Committee, which pays out additional capital of EUR 1.10 million in the event of work-related death or total and permanent disability. The employer contribution under this scheme is recognised as a benefit in kind.

5. Non-compete agreement Please note that the Chief Executive Officer signed a non-compete agreement with BNP Paribas (SA) on 25 February 2016. This agreement was approved by the Annual General Meeting of 26 May 2016 pursuant to the provisions of article L.225-38 of the French Commercial Code.

Under this agreement, if he ceases to hold any role or position in BNP Paribas, Jean-Laurent Bonnafé undertakes, for a period of 12 months, not to take any role whatsoever, either directly or indirectly, for a credit institution, investment or insurance firm whose securities are traded on a regulated market in France or abroad, or in France for a credit institution, investment or insurance firm whose securities are not traded on a regulated market. Decisions to apply the agreement will be taken in due time with sincerity and loyalty.

Under this agreement, the Chief Executive Officer will receive a payment equal to 1.2 times the total of his fixed and variable remuneration (excluding LTIP) received during the year prior to his departure. One- twelfth of the indemnity would be paid each month.

In accordance with the Afep-Medef Code and article R.22-10-4 of the French Commercial Code which stipulate that the payment of a non- compete indemnity must be excluded if the person concerned claimed his pension rights or has exceeded the age of 65 and in line with the stipulations of said non-compete agreement, the Board of directors and the Chief Executive Officer have confirmed that they comply with this provision.

IX. Loans, advances and guarantees granted to the Group s directors and corporate officers

BNP Paribas directors and corporate officers and their spouses may be granted loans.

These loans, representing normal transactions, are granted on an arm s length basis.