2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS 77

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

Corporate governance report

First half of the award amount: intrinsic share performance The fi rst half of the award amount is dependent on the change in share(1) price given that no payment will be made for 50% of the award amount if the BNP Paribas share price does not increase by at least 5% from the date of the award by the Board of directors to the end of a fi ve-year period from the award date.

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.

(1) The initial and fi nal amounts used to measure the performance of the share price over fi ve years are as follows:

the initial amount is the average of the opening price of the BNP Paribas share in the rolling 12-month period preceding the award date;

the fi nal amount is the average of the opening price of the BNP Paribas share in the rolling 12-month period preceding the payment date.

Change in the BNP Paribas share price over 5 years Factor applied to the ﬁ rst 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%

Thus, the fi rst half of the award amount will only be paid in full at the end of the fi ve-year period if the share price increases by more than 20% in the fi ve years. The fi rst 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 fi ve- year period.

Second half of the award: outperformance of the BNP Paribas share relative to peers Fulfi lment of this condition is assessed by measuring the performance of the BNP Paribas share price relative to the D EURO STOXX Banks index of main euro zone 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 Effect on the second half of the award amount

Lower or equal to 0 points 100% reduction

0 to 5 points included 50% reduction

5 to 10 points included 20% reduction

10 points higher Full rate

The amount determined by applying each of the conditions over the plan s fi ve-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 fi xed component, total variable remuneration awarded, including amounts awarded under the LTIP, may not be more than twice the fi xed remuneration, in accordance with the decision of the Shareholders Annual General Meeting on 24 May 2018. 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 fi ve years.

Payment of LTIP In application of the factor mentioned above, and in line with the change in the BNP Paribas share price, the fi rst half of the LTIP award may not 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 employment requirement LTIP rules require continued employment 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 fi rst year of the plan, payments would be made provided that performance conditions are met and subject to assessment by the Board of directors.