BNP Paribas : AGM 16 May 2023 - Documents

CONVENING NOTICE

COMBINED GENERAL MEETING

2023

THE SHAREHOLDERS OF BNPPARIBAS

ARE CONVENED BY THE BOARD OF DIRECTORS

TO THE COMBINED GENERAL MEETING, TO BE HELD ON

TUESDAY 16 MAY 2023

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 in France deemed appropriate in view of the changing circumstances of the meeting. The set-up of this General Meeting may be adjusted as a result of changes in the surroundings conditions and the legal provisions relating thereto. Shareholders will have to comply with the specific 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".

The bank for a changing world

OVERVIEW

PRESENTATION OF THE RESOLUTIONS 14

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

of the French Commercial Code 40

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 2023

INFORMATION

ABOUT THE CANDIDATES

FOR THE BOARD OF DIRECTORS 47

BNPPARIBAS GROUP IN 2022 51

BNPPARIBAS SA

FIVE-YEAR FINANCIAL SUMMARY

(PARENT COMPANY) 59

PRACTICAL INFORMATION 60

HOLDERS OF REGISTERED SHARES:

OPT FOR ELECTRONIC CONVENING 61

REQUEST FOR DOCUMENTS

AND INFORMATION 63

AGENDA

I - WITHIN THE AUTHORITY

OF THE ORDINARY GENERAL MEETING

• ■ Reports of the Board of directors and the Statutory Auditors for the 2022 financial year;

• ■ Approval of the parent company financial statements for the 2022 financial year;

• ■ Approval of the consolidated financial statements for the 2022 financial year;

• ■ Appropriation of net income for the 2022 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 Lemierre);

• ■ Renewal of the term of office of a director (Mr. Jacques Aschenbroich);

• ■ Renewal of the term of office of a director (Ms. Monique Cohen);

• ■ Renewal of the term of office of a director (Ms. Daniela Schwarzer);

• ■ 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;

II - WITHIN THE AUTHORITY

■

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

• ■ Vote on disclosures relating to compensation paid in 2022 or awarded in respect of the same financial year to all directors and corporate officers;

• ■ Vote on the components of the compensation paid in 2022 or awarded in respect of the same year to Mr. Jean Lemierre, Chairman of the Board of directors;

• ■ Vote the components of the compensation paid in 2022 or awarded in respect of the same year to Mr. Jean-Laurent Bonnafé, Chief Executive Officer;

• ■ Vote on the components of the compensation paid in 2022 or awarded in respect of the same year to Mr. Yann Gérardin, Chief Operating Officer;

• ■ Vote on the components of remuneration paid in 2022 or awarded in respect of 2022 financial year to Mr. Thierry Laborde, Chief Operating Officer;

• ■ Advisory vote on the overall amount of compensation of any kind paid during 2022 to executive officers and certain categories of staff.

OF THE EXTRAORDINARY GENERAL MEETING

■ Board of directors' report and Statutory Auditors' special report; ■ In the context of an offer referred to in article L.411-2 1° of the

French Monetary and Financial Code, delegation to be granted to the Board of directors to increase the share capital with cancellation of preferential subscription rights, through the issue of super-subordinated contingent convertible bonds that would be converted into ordinary shares of BNP Paribas to be issued, up to a limit of 10% of the share capital, only in the event that the Common Equity Tier One ratio ("CET1") becomes equal to or falls below a threshold of 5.125%;

• ■ 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;

• ■ Amendment of the Articles of association relating to the age limit of the Chairman;

• ■ Authority to complete legal formalities.

PARTICIPATING IN OUR

GENERAL MEETING

Shareholders will have to comply with the specific 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/".

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

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

You may vote by internet using the Votaccess system via the following website:https://planetshares.uptevia.pro.fr.

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 Monday 17 April 2023.

You can vote via the internet prior to the Meeting until the day before the event, i.e. Monday 15 May 2023, 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 12 May 2023 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 Uptevia - 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 Uptevia, in the enclosed envelope.

Postal votes will only be taken into account if the forms are duly completed and are received by Uptevia at least one day before the General Meeting i.e. Monday 15 May 2023 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 Uptevia - Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex.

• - no mandate will be accepted on the day of the General Assembly.

(*) In order to be taken into account, your instruction must be received by the Service Assemblées Générales of Uptevia, by Monday 15 May 2023 at 3.00 pm (Paris time) at the latest.