2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS 585

8GENERAL INFORMATION

Founding documents and Articles of association

8.7 Founding documents and Articles of association

This English translation is for the convenience of English-speaking readers. However, only the French text has any legal value. Consequently, the translation may not be relied upon to bring any legal claim, nor should it be used as the basis of any legal opinion. BNP PARIBAS expressly disclaims all liability for any inaccuracy herein.

SECTION I

FORM NAME REGISTERED OFFICE CORPORATE PURPOSE

Article 1 BNP PARIBAS is a French Public Limited Company (société anonyme) licensed to conduct banking operations under the French Monetary and Financial Code, Book V, Section 1 (Code Monétaire et Financier, Livre V, Titre 1er) governing banking sector institutions.

The Company was founded pursuant to a decree dated 26 May 1966. Its legal life has been extended to 99 years with effect from 17 September 1993.

Apart from the specifi c rules relating to its status as an establishment in the banking sector (Book V, Section 1 of the French Monetary and Financial Code (Code Monétaire et Financier, Livre V, Titre 1er), BNP PARIBAS shall be governed by the provisions of the French Commercial Code (Code de Commerce) concerning commercial companies, as well as by these Articles of Association.

Article 2 The registered office of BNP PARIBAS shall be located in Paris (9th arrondissement), at 16, Boulevard des Italiens (France).

Article 3 The purpose of BNP PARIBAS shall be to provide and carry out the following services with any individual or legal entity, in France and abroad, subject to compliance with the French laws and regulations applicable to credit institutions licensed by the Credit Institutions and Investment Firms Committee (Comité des Établissements de Crédit et des Entreprises d Investissement):

■ any and all investment services,

■ any and all services related to investment services,

■ any and all banking transactions,

■ any and all services related to banking transactions,

■ any and all equity investments.

as defi ned in the French Monetary and Financial Code Book III Section 1 (Code Monétaire et Financier, Livre III, Titre 1er) governing banking transactions and Section II (Titre II) governing investment services and related services.

On a regular basis, BNP PARIBAS may also conduct any and all other activities and any and all transactions in addition to those listed above, in particular any and all arbitrage, brokerage and commission transactions, subject to compliance with the regulations applicable to banks.

In general, BNP PARIBAS may, on its own behalf, and on behalf of third parties or jointly therewith, perform any and all fi nancial, commercial, industrial or agricultural, personal property or real estate transactions directly or indirectly related to the activities set out above or which further the accomplishment thereof.

SECTION II

SHARE CAPITAL SHARES

Article 4 The share capital of BNP PARIBAS shall stand at 2,499,597,122 euros divided into 1,249,798,561 fully paid-up shares with a nominal value of 2 euros each.

Article 5 The fully paid-up shares shall be held in registered or bearer form at the shareholder s discretion, subject to the French laws and regulations in force.

The shares shall be registered in an account in accordance with the terms and conditions set out in the applicable French laws and regulations in force. They shall be assigned by transfer from one account to another.

The Company may request disclosure of information concerning the ownership of its shares in accordance with the provisions of Article L. 228-2 of the French Commercial Code (Code de Commerce).

Without prejudice to the legal thresholds set in Article L. 233-7, paragraph 1 of the French Commercial Code (Code de Commerce), any shareholder, whether acting alone or in concert, who comes to directly or indirectly hold at least 0.5% of the share capital or voting rights of BNP PARIBAS, or any multiple of that percentage less than 5%, shall be required to notify BNP PARIBAS by registered letter with return receipt within the timeframe set out in Article L. 233-7 of the French Commercial Code (Code de Commerce).

Above 5%, the disclosure obligation provided for in the previous paragraph shall apply to 1% increments of the share capital or voting rights.

The disclosures described in the previous two paragraphs shall also apply when the shareholding falls below the above-mentioned thresholds.

Failure to report either legal or statutory thresholds shall result in the loss of voting rights as provided for by Article L. 233-14 of the French Commercial Code (Code de Commerce) at the request of one or more shareholders jointly holding at least 2% of the Company s share capital or voting rights.

Article 6 Each share shall grant a right to a part of ownership of the Company s assets and any liquidation surplus that is equal to the proportion of share capital that it represents.

In cases where it is necessary to hold several shares in order to exercise certain rights, and in particular where shares are exchanged, combined or allocated, or following an increase or reduction in share capital, regardless of the terms and conditions thereof, or subsequent to a merger or any other transaction, it shall be the responsibility of those shareholders owning less than the number of shares required to exercise those rights to combine their shares or, if necessary, to purchase or sell the number of shares or voting rights leading to ownership of the required percentage of shares.