2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS 95

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

Corporate governance report

Resolutions adopted at Shareholders General Meetings Use of authorisation

in 2018

Annual General Meeting of 23 May 2017 (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 62) would be intended to fulfi l several objectives including:

■ obligations arising from the issue of securities giving access to capital, stock option programmes, the award of free shares, the award or sale of shares to employees in connection with the employee profi t-sharing scheme or company savings plans, and all forms of share grants to employees and/or offi cers of BNP Paris and the companies controlled exclusively by BNP as defi ned 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 2017 (17th resolution);

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

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

■ in order to carry 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 26 May 2016.

Under the market- making agreement, 365,267 shares with a par value of EUR 2 were acquired and 348,402 shares with a par value of EUR 2 were sold between 1 January 2018 and 24 May 2018.

Annual General Meeting of 26 May 2016 (16th 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 1.2 billion (i.e. 600 million shares). This authorisation was given for a period of 26 months and replaces that granted by the 16th resolution of the Shareholders' Combined General Meeting of 14 May 2014.

This authorisation was not used during the period.

Annual General Meeting of 26 May 2016 (17th 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. 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 given for a period of 26 months and replaces that granted by the 17th resolution of the Shareholders' Combined General Meeting of 14 May 2014.

This authorisation was not used during the period.

Annual General Meeting of 26 May 2016 (18th 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 pursuant to this delegation, 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 19th resolution of the Shareholders Combined General Meeting of 14 May 2014.

This authorisation was not used during the period.

Annual General Meeting of 26 May 2016 (19th resolution)

Overall limit on authorisations to issue shares without preferential subscription rights for existing shareholders. The maximum overall amount for all issues without preferential subscription rights for existing shareholders carried out immediately and/or in the future may not exceed EUR 240 million for shares by virtue of the authorisations granted under the 17th and 18th resolutions of the Shareholders' Combined General Meeting of 26 May 2016.

Not applicable .

Annual General Meeting of 26 May 2016 (20th resolution)

Capital increase by capitalising reserves, retained earnings, additional paid-in capital or contribution premium. Authorisation was given to increase the share capital up to a maximum amount of EUR 1.2 billion on one or more occasions, by capitalising all or part of the reserves, profi ts or additional paid-in capital, merger or contribution premiums, successively or simultaneously, through the issuance and award of free shares, through an increase in the par value of existing shares, or through a combination of these two methods. This authorisation was granted for a period of 26 months and replaces that granted by the 21st resolution of the Shareholders Combined General Meeting of 14 May 2014.

This authorisation was not used during the period.