2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS96

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

Corporate governance report

Resolutions adopted at Shareholders General Meetings Use of authorisation

in 2018

Annual General Meeting of 26 May 2016 (21st resolution)

Overall limit on authorisations to issue shares with or without preferential subscription rights for existing shareholders. The maximum overall amount for all issues with or without preferential subscription rights for existing shareholders carried out immediately and/or in the future may not exceed EUR 1.2 billion for shares by virtue of the authorisations granted under the 16th to 18th resolutions of this Shareholders' Combined General Meeting of 26 May 2016.

Not applicable

Annual General Meeting of 26 May 2016 (22nd resolution)

Authorisation granted to the Board of directors to carry out transactions reserved for members of the BNP Paribas Group s Company Savings Plan in the form of new share issues and/or sales of reserved shares. Authorisation was given to increase the share capital within the limit of a maximum nominal amount of EUR 46 million on one or more occasions by issuing ordinary shares (without preferential subscription rights for existing shareholders), reserved for members of the BNP Paribas Group s Company Savings Plan, or by selling of shares. This authorisation was granted for a period of 26 months and replaces that granted by the 23rd resolution of the Shareholders Combined General Meeting of 14 May 2014.

This authorisation was not used during the period.

Annual General Meeting of 23 May 2017 (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 Paris 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 to allocate the difference between the value of the cancelled shares and their nominal value to capital premium and retained earnings, including the legal reserve up to 10% of the share capital that is cancelled. This authorisation was granted for a period of 18 months and replaces that granted by the 23rd resolution of the Shareholders Combined General Meeting of 26 May 2016.

This authorisation was not used during the period.

Annual 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 fulfi l several objectives including:

■ fulfi lling 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 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 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

Annual 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.

Annual 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.