BNP Paribas : AGM 17 May 2022 - Convening notice

CONVENING NOTICE

COMBINED GENERAL MEETING

2022

THE SHAREHOLDERS OF BNPPARIBAS

ARE CONVENED BY THE BOARD OF DIRECTORS

TO THE COMBINED GENERAL MEETING, TO BE HELD ON

TUESDAY, 17 MAY 2022

at 10.00 am at the Carrousel du Louvre 99, rue de Rivoli, in Paris 1st(1)

The main items (in particular the meeting agenda and the procedures for participation) are available on the website:https://invest.bnpparibas.com

BNP PARIBAS

Société anonyme with capital of EUR 2,468,663,292 Head Office: 16, boulevard des Italiens

75009 Paris - Trade Register No. 662 042 449 Paris

Protect the environment by using the Internet to participate in our Annual General Meeting

(1) Or in any other place deemed appropriate considering the development of the health situation in France. The set-up of this General Meeting may be adjusted according to the evolution of the health situation and the legal provisions relating thereto. Shareholders will have to comply with the health measures applicable at the time of the meeting. These measures will be posted on the Company's website. Shareholders are invited to regularly look at the section dedicated to the Combined General Meeting on the BNP Paribas website "https://invest.bnpparibas.com".

The bank for a changing world

OVERVIEW

PRESENTATION OF THE RESOLUTIONS 16

Shareholder vote on the individual remuneration of Executive Corporate Officers pursuant to article L.22-10-34

of the French Commercial Code 41

This English translation is provided 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 sustain 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.

2

BNP PARIBAS - Conveniing notiice 2022

INFORMATION

ABOUT THE CANDIDATES

FOR THE BOARD OF DIRECTORS 50

BNPPARIBAS GROUP IN 2021 54

BNPPARIBAS SA

FIVE-YEAR FINANCIAL SUMMARY

(PARENT COMPANY) 64

PRACTICAL INFORMATION 65

HOLDERS OF REGISTERED SHARES:

OPT FOR ELECTRONIC CONVENING 66

REQUEST FOR DOCUMENTS

AND INFORMATION 67

AGENDA

I. WITHIN THE AUTHORITY

OF THE ORDINARY GENERAL MEETING

• ■ Reports of the Board of directors and the Statutory Auditors for the 2021 financial year;

• ■ Approval of the parent company financial statements for the 2021 financial year;

• ■ Approval of the consolidated financial statements for the 2021 financial year;

• ■ Appropriation of net income for the 2021 financial year and distribution of dividends;

• ■ Special report of the Statutory Auditors on related party agreements and commitments falling within the scope of articles L.225-38 et seq. of the French Commercial Code;

• ■ Authorisation for the Board of directors to purchase Company shares;

• ■ Renewal of the term of office of a director (Mr. Jean-Laurent Bonnafé);

• ■ Renewal of the term of office of a director (Ms Marion Guillou);

• ■ Renewal of the term of office of a director (Mr. Michel Tilmant);

• ■ Appointment of a director (Ms Lieve Logghe);

• ■ Vote on the components of the compensation policy attributable to directors;

• ■ Vote on the components of the remuneration policy attributable to the Chairman of the Board of Directors;

• ■ Vote on the components of the remuneration policy attributable to the Chief Executive Officer and to the Chief Operating Officers;

II. WITHIN THE AUTHORITY

■

• ■ Vote on the components of the compensation paid in 2021 or awarded in respect of the 2021 financial year to Mr.Jean Lemierre, Chairman of the Board of directors;

• ■ Vote on the components of the compensation paid in 2021 or awarded in respect of the 2021 financial year to Mr. Jean-Laurent Bonnafé, Chief Executive Officer;

• ■ Vote on the components of the remuneration paid in 2021 or awarded in respect of the 2021 financial year to Mr. Philippe Bordenave, Chief Operating Officer until 18 May 2021;

• ■ Vote on the components of the remuneration paid in 2021 or awarded in respect of the 2021 financial year to Mr.Yann Gérardin, Chief Operating Officer from 18 May 2021;

• ■ Vote on the components of remuneration paid in 2021 or awarded in respect of 2021 financial year to Mr. Thierry Laborde, Chief Operating Officer from 18 May 2021;

• ■ Advisory vote on the overall amount of remuneration of any kind paid during 2021 to executive officers and certain categories of staff;

• ■ Setting of the total annual compensation of the members of the Board of directors.

OF THE EXTRAORDINARY GENERAL MEETING

• ■ Board of directors' report and Statutory Auditors' special report;

• ■ Delegation of authority to the Board of directors to increase the share capital, maintaining preferential subscription rights for existing shareholders, through the issue of ordinary shares and securities granting immediate or future access to new shares;

• ■ Delegation of authority to the Board of directors to increase the share capital, with the removal of preferential subscription rights for existing shareholders, through the issue of ordinary shares and securities granting immediate or future access to new shares;

• ■ Delegation of authority to the Board of directors to increase the share capital, without preferential subscription rights for existing shareholders, through the issue of ordinary shares and securities granting immediate or future access to new shares issued in consideration of securities tendered, within the limit of 10% of the share capital;

Vote on disclosures relating to compensation paid in 2021 or awarded in respect of the 2021 financial year to all Directors and Corporate Officers;

• ■ Overall limit on authorisations to issue shares with the removal of, or without, preferential subscription rights for existing shareholders;

• ■ Delegation of authority to the Board of directors to increase the share capital by capitalisation of reserves or earnings, share premiums or additional paid-in capital;

• ■ Overall limit on authorisations to issue shares with, without, or with the removal of, preferential subscription rights for existing shareholders;

• ■ Delegation of authority to the Board of directors to conduct transactions reserved for the members of the BNP Paribas Group Company Savings Plan, with the removal of preferential subscription rights, which may take the form of capital increases and/or reserved sales of securities;

• ■ Authorisation for the Board of directors to reduce the share capital by cancelling shares;

• ■ Authority to complete legal formalities.

PARTICIPATING IN OUR

GENERAL MEETING

Shareholders will have to comply with the health measures applicable at the time of the meeting. These measures will be posted on the Company's website. Shareholders are invited to regularly look at the section dedicated to the Combined General Meeting on the BNP Paribas website "invest.bnpparibas.com".

VIA ¿THE INTERNET

BNP Paribas provides all its shareholders, regardless of the number of shares held, with the option to send their voting instructions, request an admission card, appoint or revoke a proxy via internet before the Shareholders' Combined General Meeting under the following conditions:

IF YOU HOLD REGISTERED SHARES

IF YOU HOLD BEARER SHARES

You may vote by internet using the Votaccess system via the following website:https://planetshares.bnpparibas.com

If you hold fully registered shares, you must login to the Planetshares website with your usual login details.

If you hold administered registered shares, you must login to Planetshares using the ID number displayed on the top right-hand side of your voting form. If you no longer have your user name and/ or password, you may call 0 800 600 700or from abroad [phone].

After having logged in, you can access Votaccess by clicking on the "Participating in the General Meeting" icon.

You will be redirected to Votaccess, the online voting website, where you may enter your voting instruction, request an admission card or appoint or revoke a proxy. Furthermore, via the same site, you will be able to access the General Meeting documents.

The secure site dedicated to voting prior to the meeting will open on Wednesday 13 April 2022.

You can vote via the internet prior to the Meeting until the day before the event, i.e. Monday 16 May 2022, at 3.00 pm (Paris time).

Shareholders are nevertheless advised to vote well before this date.

You must find out whether your custodian uses the Votaccess system and, if applicable, whether this access is subject to special conditions of use.

If your custodian is connected to Votaccess, please identify yourself with your usual login details. You then click on the icon which appears on the line corresponding to your BNP Paribas shares and follow the instructions on the screen to access the Votaccess website. You may enter your voting instruction, request an admission card or appoint or revoke a proxy. Via the same site, you may access the General Meeting documents.

In accordance with article 18 of the BNP Paribas Articles of association, the entire General Meeting will be broadcast live on our websitehttps://invest.bnpparibas.com.

A video of this broadcast will then be permanently available on the same site, throughout the year until the following General Meeting.

In order to further facilitate the dialogue with its shareholders, BNP Paribas will specifically make available to investors, a possibility of discussion with the corporate officers: you will thus have to send your questions to a dedicated mailbox, under conditions and deadline which will be the subject of a timely communication on the BNP Paribas "investor" website. As with "in person" attendance, it will be answered during the session to the greatest possible number of them, after grouping by theme.

PARTICIPATING IN OUR

GENERAL MEETING

WITH THE PAPER FORM

PARTICIPATION PROCEDURE

In order to attend this Meeting in person, be represented or vote by post, your BNPParibas shares just have to be recorded in your name, whether they are registered or bearer shares, on the second working day before the meeting i.e. Friday 13 May 2022 at 0.00 am (Paris time).

YOU FALL INTO ONE OF THE FOLLOWING CASES:

YOU WISH TO ATTEND THE MEETING ■ if you hold BEARER shares:

You must request an admission card which is essential to enter the meeting and vote by:

• - ticking the box before "I wish to attend the shareholders' meeting and request an admission card" at the top of the voting form,

• - returning this form as soon as possible to the financial intermediary who manages your share account and who will forward your request by drawing up a participation certificate.

■ if you hold REGISTERED shares: You can:

• - request an admission card which will enable you to enter the meeting room more quickly, by returning the voting form in the envelope sent to you, after ticking the box before "I wish to attend the shareholders' meeting and request an admission card",

• - or go directly to the entrance desk specially set up for this purpose. Make sure you have proof of identity with you.

REVOKE A PROXY BY POST(*)

■ In accordance with article R.225-79 of the French

Commercial Code, you can revoke the proxy:

• - if you hold bearer shares, you must send a notice revoking the proxy to the financial intermediary who manages your share-account,

• - if you hold registered shares, you must send a notice revoking the proxy to BNP Paribas Securities Services - CTO Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex.

IF YOU DO NOT WISH TO ATTEND THE MEETING

You just have to: ■ fill in and sign the voting form; ■ and return it:

• - if you hold bearer shares, to the financial intermediary who manages your share account and who will send the document, along with the participation certificate which he has prepared beforehand,

• - if you hold registered shares, to BNP Paribas Securities Services, in the enclosed envelope.

Postal votes will only be taken into account if the forms are duly completed and are received by BNP Paribas Securities Services at least one day before the General Meeting i.e. Monday 16 May 2022 by 3.00 pm (Paris time) at the latest.

APPOINT OR REVOKE A PROXY BY ELECTRONIC MAIL(*)

Please note that you can notify your decision to either appoint or revoke a proxy by electronic mail, in accordance with the provisions of article R.22-10-24 et seq. of the French Commercial Code, by following the procedure below:

• - you must send an email to the following [e-mail]. This email must contain as information: name of the Company concerned, date of the Meeting, your surname, first name, address and full bank details as well as, if applicable, the surname, first name and address of the proxy. You can also send a scanned version of your voting form as an attachment to the email address above;

• - in addition, you must ask your financial intermediary managing your share account to send a written confirmation to the Service Assemblées Générales of BNP Paribas Securities Services - CTO Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex.

(*) In order to be taken into account, your instruction must be received by the Service Assemblées Générales of BNP Paribas Securities Services, by Monday 16 May 2022 at 3.00 pm (Paris time) at the latest.