952019 Universal registration document and annual financial report - BNP PARIBAS

2CorPorate GovernanCe and internal Control

2

Corporate governance report

3 TABLE OF DELEGATIONS

Resolutions adopted at Shareholders General Meetings valid for 2019

The following delegations to increase or reduce the share capital have been granted to the Board of Directors under resolutions approved by Shareholders General Meetings and were valid during 2019:

Resolutions adopted at Shareholders General Meetings Use of authorisation in 2019

Shareholders Combined General Meeting of 24 May 2018 (5th resolution)

Authorisation given to the Board of directors to set up a share buyback programme for the Company up to a maximum of 10% of the shares comprising the share capital. Said acquisitions of shares, at a price not exceeding EUR 73 per share (previously EUR 73), would be intended to fulfil several objectives including:

■ fulfilling obligations arising from the issue of securities giving access to capital, stock option programmes, the award of free shares, the award or selling of shares to employees in connection with the employee profit-sharing scheme or company savings plans, and all forms of share grants to employees and/or officers of BNP Paribas and the companies controlled exclusively by BNP as defined in article L. 233-16 of the French Commercial Code;

■ cancelling shares in accordance with conditions set by the Shareholders Combined General Meeting of 24 May 2018 (26th resolution);

■ holding and subsequently remitting them in exchange or payment for external growth transactions, mergers, spin-offs or asset contributions;

■ holding them in connection with a market-making agreement complying with the Code of Ethics recognised by the AMF (French Securities Regulator);

■ and carrying out investment services for which BNP Paribas is authorised or to hedge them.

This authorisation was granted for a period of 18 months and replaces that granted by the 5th resolution of the Shareholders Combined General Meeting of 23 May 2017.

Under the market- making agreement, 148,301 shares with a par value of EUR 2 were acquired and 245,666 shares with a par value of EUR 2 were sold between 25 May 2018 and 31 December 2018

Shareholders Combined General Meeting of 24 May 2018 (19th resolution)

Capital increase, with preferential subscription rights maintained, through the issue of ordinary shares and share equivalents giving access immediately or in the future to shares to be issued. The nominal amount of capital increases that may be carried out immediately and/or in the future, by virtue of this authorisation, may not exceed EUR 1 billion (i.e. 500 million shares). This authorisation was granted for a period of 26 months and replaces that granted by the 16th resolution of the Shareholders Combined General Meeting of 26 May 2016.

This authorisation was not used during the period

Shareholders Combined General Meeting of 24 May 2018 (20th resolution)

Capital increase, without preferential subscription rights, by issue of ordinary shares and share equivalents giving access immediately or in the future to shares to be issued. The nominal amount of capital increases that may be carried out, immediately and/ or in the future, by virtue of this authorisation, may not exceed EUR 240 million (i.e. 120 million shares). This authorisation was granted for a period of 26 months and replaces that granted by the 17th resolution of the Shareholders Combined General Meeting of 26 May 2016.

This authorisation was not used during the period

Shareholders Combined General Meeting of 24 May 2018 (21st resolution)

Capital increase, without preferential subscription rights, through the issue of ordinary shares and share equivalents giving access immediately or in the future to shares to be issued intended to remunerate contributions of securities up to 10% of the share capital. The nominal amount of capital increases that may be carried out on one or more occasions, by virtue of this authorisation, may not exceed 10% of the share capital of BNP Paribas as at the date of the decision of the Board of Directors. This delegation was given for a period of 26 months and replaces that granted by the 18th resolution of the Shareholders Combined General Meeting of 26 May 2016.

This authorisation was not used during the period