Universal registration document and annual financial report 2019

972019 Universal registration document and annual financial report - BNP PARIBAS

2CorPorate GovernanCe and internal Control

Corporate governance report

Resolutions adopted at Shareholders General Meetings Use of authorisation in 2019

Shareholders Combined General Meeting of 23 May 2019 (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 23 May 2019 (17th 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 decision of AMF (French Securities Regulator) n°2018-01 of 2 July 2018;

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

That authorisation was granted for a period of 18 months and replaces that granted by the 5th resolution of the Shareholders Combined General Meeting of 24 May 2018.

This authorisation was not used during the period

Shareholders Combined General Meeting of 23 May 2019 (17th resolution)

Authorisation granted to the Board of directors to reduce share capital by cancelling shares. Authorisation is given to cancel, on one or more occasions, through reduction of the share capital, all or some of the shares that BNP Paribas holds and that it could hold, up to a maximum of 10% of the total number of shares constituting the share capital existing as at the date of the transaction, for a period of 24 months. Delegation of all powers to carry out this reduction in share capital, and allocate the difference between the purchase price of the cancelled shares and their nominal value to share premium and retained earnings, including the legal reserve up to 10% of annual share capital. That authorisation was granted for a period of 18 months and replaces that granted by the 26th resolution of the Shareholders Combined General Meeting of 24 May 2018.

This authorisation was not used during the period

4 ITEMS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC TENDER OR EXCHANGE OFFER (ARTICLE L.225-37-5 OF THE FRENCH COMMERCIAL CODE)

Among the items referred to in article L. 225-37-5 of the French Commercial Code, there is no element likely to have an impact in the event of a public tender or exchange offer.