BNP Paribas : General Meeting

25 July 2023

Société anonyme with a share capital of € 2,468,663,292.00 - Registered office: 16, boulevard des Italiens -

75009 Paris, France - 662 042 449 R.C.S. Paris

Second convening notice to the holders of undated subordinated floating rate notes issued on 22 September

1986

(ISIN: FR0008131403)

Certain base rates, including the London Interbank Offered Rate (LIBOR), are the subject of ongoing national and international regulatory guidance and proposals for reform.

On 5 March 2021, the ICE Benchmark Administration Limited (IBA) announced that it intended to cease publishing all 35 LIBOR settings, the majority on 31 December 2021, and certain USD LIBOR settings on 30 June 2023, subject to any rights of the UK Financial Conduct Authority (FCA) to compel continued publication. On the same day the UK Financial Conduct Authority (FCA) published an announcement on the future cessation and loss of representativeness of the 35 LIBOR settings (the FCA Announcement).

Based on the FCA Announcement, from (and including) 1 July 2023, 6-month USD LIBOR, which is used to determine the current Rate of Interest of the Notes, will no longer be representative of the underlying market and economic reality it is intended to measure and its representativeness will not be restored. On 3 April 2023, the FCA announced that, in accordance with its powers under the UK Benchmarks Regulation (Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018), it compelled the IBA to continue publication of 6-month USD LIBOR under a changed methodology (such rate, Synthetic LIBOR) until, and including, 30 September 2024, at which point publication of Synthetic LIBOR will permanently ceased.

In this context, since the Notes currently reference 6-month USD LIBOR for the purposes of determining the relevant Rate of Interest and as the extraordinary general meeting of noteholders convened on 25 July 2023 was not able, due to the lack of quorum, to validly deliberate on the resolutions listed on the agenda, holders of undated subordinated floating rate notes issued on 22 September 1986 (the Notes and the holders of such Notes, the Noteholders) by BNP Paribas (formerly Banque Nationale de Paris) (the Company), are reconvened to an extraordinary general meeting of Noteholders at the offices of Allen & Overy LLP, 32 rue François 1er, 75008 Paris, France, on 1 August 2023 at 10 am, to deliberate on the same agenda as the meeting convened on first consultation (the General Meeting):

AGENDA

1. Amend Article 12 Representation of Noteholders of the terms and conditions of the Notes contained in the prospectus dated 5 September 1986 as amended on 4 July 2014 to appoint a new representative of the Masse and determine its remuneration.
2. Amend Article 3 (c) Rate of Interest - Reference Agent - Reference Banks of the terms and conditions of the Notes contained in the prospectus dated 5 September 1986 (as amended) to include a fallback provision.
3. Filing of the documents relating to the General Meeting; and
4. Powers to carry out formalities.

This General Meeting is reconvened at the initiative of Lars Machenil, Chief Financial Officer of the Company, acting under delegation of the Board of Directors of the Company.

VOTING PROCEDURE

To be entitled to attend or be represented at the General Meeting, the holders of the Notes shall, no later than the day of the General Meeting, send to BNP Paribas acting as centralising agent (the Centralising Agent) at the following address: BNP Paribas, Luxembourg branch, 60 Avenue J.F. Kennedy, L1855 Luxembourg or by email to the following email address: [e-mail], a certificate issued by the account holder entitled intermediary of the relevant Noteholder, evidencing the entries in the books of the account holder of the name of such Noteholder, or any other proof acceptable to the Centralising Agent of the holding and beneficial ownership of the Notes by such Noteholder.

Any Noteholder can physically attend the General Meeting, or vote by mail or by proxy. A single form to vote by mail or by proxy, and its schedules, will be available at the Centralising Agent's office or be sent to any Noteholder upon request by mail to the following address: [e-mail].

The single voting forms (together with the account holder certificates) sent by email to the Centralising Agent or deposed or received at the office of the Centralising Agent after 28 July 2023, 23:59 (Paris time) (final reception date) will not be taken into account. Noteholders may have earlier deadlines stipulated by their respective account holder or broker. The single voting forms (together with the account holder certificates) received by the Centralising Agent for the general meeting called on 25 July 2023 remain valid for the meeting to be held on second convening.

The General Meeting will validly deliberate whatever the number of Noteholders present, represented or who have voted by mail. The decision shall be taken by a two-thirds (2/3) majority of votes cast by the Noteholders attending such meetings or represented thereat.

DOCUMENTS ON DISPLAY

The following documents will be available for inspection by the Noteholders at the registered office of the Company, at the principal office of the paying agents and at the address of the Centralising Agent mentioned above, or upon request at the following email address: [e-mail], during the 6-day period preceding the holding of the General Meeting:

• the text of the resolutions which will be proposed at the General Meeting;
• the terms and conditions of the Notes contained in the prospectus dated 5 September 1986 (as amended); and
• the relevant voting documents.

Lars Machenil, Chief Financial Officer of the Company, acting under delegation of the Board of Directors of the Company.

Société anonyme with a share capital of € 2,468,663,292.00 - Registered office: 16, boulevard des Italiens - 75009 Paris,

France - 662 042 449 R.C.S. Paris

INFORMATION REQUEST FORM

GENERAL MEETING ON 1 AUGUST 2023 AT 10 AM (PARIS TIME)

AT THE OFFICES OF ALLEN & OVERY LLP, 32 RUE FRANÇOIS 1ER, 75008 PARIS, FRANCE

OF THE HOLDERS OF

UNDATED SUBORDINATED FLOATING RATE NOTES ISSUED ON 22 SEPTEMBER 1986

(ISIN: FR0008131403) (THE NOTES)

FORM TO BE SENT TO:

BNP Paribas, Luxembourg branch

Postal address: 60 Avenue J.F. Kennedy, L1855 Luxembourg

Email address: [e-mail]

First name and Family name or Legal name: ........................................................................

……………............................................................................................................................

Address or registered office: ..................................................................................................

................................................................................................................................................

E-mail: ..................................................@ ............................................................................

• Kindly request to receive the documents stated in the paragraph entitled "Documents on display" of the convening notice issued by BNP Paribas in view of the general meeting of the holders of the Notes scheduled for 1 August 2023 at 10 am (Paris time).

Delivery mode (by default, the document will be delivered electronically):

❑ By e-mail

❑ By mail

By a single request, the holders of the Notes may obtain from the Company the sending of the above documents and information at each subsequent general meeting.

Signed at

on

Signature

IMPORTANT NOTICE: A book-entry statement, or any other proof acceptable to the Centralising Agent of the holding and beneficial ownership of the Notes by such noteholder, will need to be attached to the present form for the information request to be valid.

Société anonyme with a share capital of € 2,468,663,292.00 - Registered office: 16, boulevard des Italiens - 75009 Paris,

France - 662 042 449 R.C.S. Paris

PARTICIPATION FORM

GENERAL MEETING ON 1 AUGUST 2023 AT 10 AM (PARIS TIME)

AT THE OFFICES OF ALLEN & OVERY LLP, 32 RUE FRANÇOIS 1ER, 75008 PARIS, FRANCE

OF THE HOLDERS OF

UNDATED SUBORDINATED FLOATING RATE NOTES ISSUED ON 22 SEPTEMBER 1986

(ISIN: FR0008131403) (THE NOTES)

For instructions on how to participate in this General Meeting, please carefully read the back of this form. Please note that in order for this form to be taken into account for the General Meeting, paragraphs 1, 2 and 3 of this form must be duly and fully completed.

Unless the context otherwise requires, capitalised terms used in this form shall have the meaning ascribed to them in the convening notice issued by BNP Paribas in view of this General Meeting.

1/ NOTEHOLDER INFORMATION

First name and Family name or Legal name

Address or

Registered office

Number of Notes held

(Join a Book-Entry Statement or any other proof acceptable to the Centralising Agent of the holding and beneficial ownership of the Notes)

2/ PARTICIPATION AT THE GENERAL MEETING (Tick one box)

a. □ I WISH TO ATTEND this General Meeting.

b. □ I VOTE BY CORRESPONDENCE

Having taken formal note of the resolutions proposed for the vote of the Noteholders at the General Meeting and pursuant to article L. 228-61 of the French Code de commerce, I hereby cast my vote on the resolutions as follows:

For

Against

Abstain (equivalent to « Against »)

Resolution 1

Resolution 2

Resolution 3

Resolution 4

This vote shall remain valid for successive meetings convened on the same agenda, for lack of a quorum or any other reason.

c. □ I APPOINT AS PROXY, without possibility of substitution or sub delegation

First name and Family name or Legal name

or leave blank if you wish to appoint the Chairman

Address or

Registered office

or leave blank if you wish to appoint the Chairman

. to represent me at the General Meeting or at any adjournment thereof; and

2. to review all documents and receive all information, to sign the attendance sheets and any other documents, to take part in all proceedings, to casts all votes on the issues on the General Meeting's agenda or abstain himself/herself, and to do any and all other acts necessary.

The present proxy shall remain valid for successive meetings convened on the same agenda, for lack of a quorum or any other reason.

3/ SIGNATURE (Complete and sign)

Warning: this form must be received by the Centralising Agent at the latest on 28 July 2023 at 23.59 (Paris time)

First name and		Date
Family name of the signatory
Quality		Signature