2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS 97

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

Corporate governance report

Resolutions adopted at Shareholders General Meetings Use of authorisation

in 2018

Annual General Meeting of 24 May 2018 (21st 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, by virtue of this authorisation, 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 18th 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 (22nd resolution)

Overall limit on authorisations to issue shares 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 240 m illion for shares by virtue of the authorisations granted under the 20th and 21st resolutions of this Shareholders' Combined General Meeting of 24 May 2018.

Not applicable

Annual General Meeting of 24 May 2018 (23rd 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 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 26 May 2016.

This authorisation was not used during the period.

Annual General Meeting of 24 May 2018 (24th 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 billion for shares by virtue of the authorisations granted under the 19th to 21st resolutions of this Shareholders' Combined General Meeting of 24 May 2018.

Not applicable

Annual General Meeting of 24 May 2018 (25th 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 22nd 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 (26th 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 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 17th resolution of the Shareholders Combined General Meeting of 23 May 2017.

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