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MarketScreener Homepage  >  Equities  >  Euronext Paris  >  BNP Paribas    BNP   FR0000131104

BNP PARIBAS

(BNP)
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BNP Paribas : 7th amendment to the 2019 Universal Registration Document

11/19/2020 | 01:37pm EST

SEVENTH AMENDMENT TO THE 2019 UNIVERSAL

REGISTRATION DOCUMENT,

FILED WITH THE AMF ON NOVEMBER 19TH, 2020

Universal Registration document and annual financial report 2019 filed with the AMF (Autorité des Marchés Financiers) on March 3, 2020 under No. D. 20-0097 and approved on 25 June 2020, under No. R.20-012

Amendment to Universal Registration document and annual financial report 2019 filed with the AMF (Autorité des Marchés Financiers) on March 30, 2020 under No. D. 20-0097-A01 and approved on 25 June 2020, under No. R.20-012

Second Amendment to Universal Registration document and annual financial report 2019 filed with the AMF (Autorité des Marchés Financiers) on May 5, 2020 under No. D. 20-0097-A02 and approved on 25 June 2020, under No. R.20-012

Third Amendment to Universal Registration document and annual financial report 2019 filed with the AMF (Autorité des Marchés Financiers) on June 25, 2020 under No. D. 20-0097-A03 and approved on 25 June 2020, under No. R.20-012

Fourth Amendment to Universal Registration document and annual financial report 2019 filed with the AMF (Autorité des Marchés Financiers) on July 31, 2020 under No. D. 20-0097-A04 and approved on 2 September 2020, under No. R.20-021

Fifth Amendment to Universal Registration document and annual financial report 2019 filed with the AMF (Autorité des Marchés Financiers) on September 2, 2020 under No. D. 20-0097-A05 and approved on 2 September 2020, under No. R.20-021

Sixth Amendment to Universal Registration document and annual financial report 2019 filed with the AMF (Autorité des Marchés Financiers) on November 3, 2020 under No. D. 20-0097-A06

The English version of the 2019 Universal Registration Document and its amendments are binding. All possible care has been taken to ensure that this version is an accurate representation of the French version of the 2019 Universal Registration Document and its amendments. In all matters of interpretation, views or opinion expressed, the French version of the document shall take precedence. (https://invest.bnpparibas.com/documents-de-reference)

Société anonyme (Public Limited Company) with capital of 2,499,597,122 euros

Head office: 16 boulevard des Italiens, 75 009 PARIS

R.C.S.: PARIS 662 042 449

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

1. APPROVAL BY THE AMF OF THE 6TH AMENDMENT AND 7TH AMENDMENT TO THE

2019 UNIVERSAL REGISTRATION DOCUMENT

3

4.

GENERAL INFORMATION

4

5.

STATUTORY AUDITORS

5

6.

PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT

6

7.

TABLES OF CONCORDANCE

7

The seventh amendment to the 2019 Universal Registration Document has been filed with the AMF on 19 November 2020 as competent authority under Regulation (EU) 2017/1129 without prior approval pursuant to Article 9 of Regulation (EU) 2017/1129;

The universal registration document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if approved by the AMF together with any amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129.

This Universal Registration Document may form part of a prospectus of the Issuer consisting of separate documents within the meaning of the Prospectus Regulation.

- 2 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

1. APPROVAL BY THE AMF OF THE 2019 UNIVERSAL REGISTRATION DOCUMENT, 6TH AMENDMENT AND 7TH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

1.1 Approval of the 6th Amendment to the 2019 Universal Registration Document:

The 6th Amendment to the 2019 Universal Registration Document was approved on 19 November 2020 by the AMF as competent authority under Regulation (EU) 2017/1129.

The AMF approves this document after verifying that the information contained in it is complete, consistent and comprehensible. The 6th Amendment to the 2019 Universal Registration Document has the following approval number: R. 20-031.

Such approval should not be considered as a favourable opinion on the issuer covered by the Universal Registration Document.

The 6th Amendment to the 2019 Universal Registration Document may be used for the purpose of offering to the public of securities or for the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, where appropriate, a summary and its supplement(s). The package thus formed is approved by the AMF in accordance with Regulation (EU) 2017/1129. This 6th Amendment to the 2019 Universal Registration Document may form part of a prospectus of the Issuer consisting of separate documents within the meaning of the Prospectus Regulation.

It is valid until 19 November 2021 and, during that period and at the latest at the same time as the securities note and under the conditions of Articles 10 and 23 of Regulation (EU) 2017/1129, must be completed by an amendment to the Universal Registration Document in the event of significant new developments or material errors or inaccuracies.

1.2 Approval of the 7th Amendment to the 2019 Universal Registration Document

The 7th Amendment to the 2019 Universal Registration Document was approved on 19 November 2020 by the AMF as competent authority under Regulation (EU) 2017/1129.

The AMF approves this document after verifying that the information contained in it is complete, consistent and comprehensible. The 7th Amendment to the 2019 Universal Registration Document has the following approval number: R. 20-031.

Such approval should not be considered as a favourable opinion on the issuer covered by the Universal Registration Document.

The 7th Amendment to the 2019 Universal Registration Document may be used for the purpose of offering to the public of securities or for the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, where appropriate, a summary and its supplement(s). The package thus formed is approved by the AMF in accordance with Regulation (EU) 2017/1129. This 7th Amendment to the 2019 Universal Registration Document may form part of a prospectus of the Issuer consisting of separate documents within the meaning of the Prospectus Regulation.

It is valid until 19 November 2021 and, during that period and at the latest at the same time as the securities note and under the conditions of Articles 10 and 23 of Regulation (EU) 2017/1129, must be completed by an amendment to the Universal Registration Document in the event of significant new developments or material errors or inaccuracies.

- 3 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

2. GENERAL INFORMATION

2.1 Documents on display

This document is available on the BNP Paribas website, www.invest.bnpparibas.com, and the Autorité des Marchés Financiers (AMF) website, www.amffrance.org.

Any person wishing to receive additional information about the BNP Paribas Group can request documents, without commitment, as follows:

  • by writing to:

BNP Paribas - Group Finance

Investor Relations and Financial Information 3, rue d'Antin - CAA01B1

75002 Paris

  • by calling: +33 (0)1 40 14 63 58

BNP Paribas' regulatory information (in French) can be viewed at: https://invest.bnpparibas.com/information-reglementee.

.

2.2 Significant change

Save as disclosed in this seventh Amendment to the 2019 Universal registration document, there have been no significant changes in the Group's financial situation since 30 September 2020, no material adverse change in the prospects of the Issuer and no significant changes in the Group's financial situation or financial performance since the end of the last financial period for which interim financial statements were published, and in particular since the signature of the Statutory Auditors' report on the reviewed consolidated financial statements on 30 June 2020.

2.3 Outlook and forecast

The Group confirms its 2020 net income Group share outlook, published in pages 18 and 37 of the 2nd amendment to the 2019 Universal Registration Document filed with the AMF on 5 May 2020 under No. D. 20-0097-A02 and approved on 25 June 2020, under No. R.20-012 and reiterated in pages 24 and 41 of the 6th amendment to the 2019 Universal Registration Document filed with the AMF on 3 November 2020 under No. D. 20-0097-A06.

This outlook was prepared and compiled on a basis comparable with the issuer's historical financial information and consistent with the issuer's accounting policies.

- 4 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

3. STATUTORY AUDITORS

Deloitte & Associés

PricewaterhouseCoopers Audit

Mazars

6, place de la Pyramide

63, rue de Villiers

61, rue Henri Regnault

92908 Paris-La Défense Cedex

92208 Neuilly-sur-Seine Cedex

92400 Courbevoie

  • Deloitte & Associés was re-appointed as Statutory Auditor at the Annual General Meeting of 24 May 2018 for a six-year period expiring at the close of the Annual General Meeting called in 2024 to approve the financial statements for the year ending 31 December 2023. The firm was first appointed at the Annual General Meeting of 23 May 2006.
    Deloitte & Associés is represented by Laurence Dubois
    Deputy:
    Société BEAS, 6, place de la Pyramide, 92908 Paris-La Défense (92), France, SIREN No. 315 172 445, Nanterre trade and companies register.
  • PricewaterhouseCoopers audit was re-appointed as Statutory Auditor at the Annual General Meeting of 24 May 2018 for a six-year period expiring at the close of the Annual General Meeting called in 2024 to approve the financial statements for the year ending 31 December 2023. The firm was first appointed at the Annual General Meeting of 26 May 1994.
    PricewaterhouseCoopers Audit is represented by Patrice Morot.
    Deputy:
    Jean-Baptiste Deschryver, 63, rue de Villiers, Neuilly-sur-Seine (92).
  • Mazars was re-appointed as Statutory Auditor at the Annual General Meeting of 24 May 2018 for a six- year period expiring at the close of the Annual General Meeting called in 2024 to approve the financial statements for the year ending 31 December 2023. The firm was first appointed at the Annual General Meeting of 23 May 2000.
    Mazars is represented by Virginie Chauvin.
    Deputy:
    Charles de Boisriou, 28 rue Fernand Forest, 92150 Suresnes (92).
    Deloitte & Associés, PricewaterhouseCoopers and Mazars are registered as Statutory Auditors with the Versailles Regional Association of Statutory Auditors, under the authority of the French National Accounting Oversight Board (Haut Conseil du Commissariat aux Comptes).

- 5 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

4. PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT

PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AND ITS AMENDMENTS

Jean-Laurent Bonnafé, Chief Executive Officer of BNP Paribas

STATEMENT BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AND ITS AMENDMENTS

I hereby declare to the best of my knowledge, and after having taken all reasonable precautions, that the information contained in the English version of the 6th amendment to the 2019 Universal Registration Document filed with the AMF on 3rd November 2020 and in the English version of the 7th amendment to the 2019 Universal Registration Document filed with the AMF on 19 November 2020 is in accordance with the facts and contains no omission likely to affect its import.

Paris, 19 November 2020,

Chief Executive Officer

Jean-Laurent BONNAFÉ

- 6 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

5. TABLES OF CONCORDANCE

5.1 Sections of Annex I of Regulation (EU) 2017/1129

In order to assist readers of the Universal Registration Document, the following concordance cross-references the main headings required by Annex 1 of European Regulation 2017/1129 (Annex I), taken in application of the Directive known as "Prospectus 3" and refers to the pages of the 2019 Universal registration document and its amendments where information relating to each of the headings is mentioned.

Seventh

Sixth

Fifth

Fourth

Third

Second

First

2019

Amendment

Amendment

Amendment to

Amendment

Amendment

Amendment

Amendment

Universal

to the 2019

to the 2019

the 2019

to the 2019

to the 2019

to the 2019

to the 2019

Registration

Universal

Universal

Universal

Universal

Universal

Universal

Universal

Document

Registration

Registration

Registration

Registration

Registration

Registration

Registration filed with the

filed with the

filed with the

filed with the

filed with the

filed with the

filed with

filed with

AMF on

AMF on

AMF on

AMF on

AMF on

AMF on

the AMF on

the AMF on

March 3,

19

3 November

2 September

31 July 2020

25 June

May 5th,

March 30th,

2020, and

November

2020 and

2020 and

and

2020 and

2020 and

2020, and

approved by

2020 and

approved by

approved by

approved by

approved by

approved

approved

the AMF on

approved by

the AMF on

the AMF on

the AMF on

the AMF on

by the AMF

by the AMF

25 June

the AMF on

19 November

2 September

2 September

25 June

on 25 June

on 25 June

2020

19 November

2020

2020

2020

2020

2020

2020

2020

1.

Persons

responsible

1.1 Person responsible

for the Universal

6

98

9

254

7

107

6

610

Registration

Document

1.2 Statement of the

person responsible

6

98

9

254

7

107

6

for the Universal

610

Registration

Document

1.3 Statement or report

attributed to a person

as an expert

1.4 Information from a

third party

1.5 Competent Authority

3

2

2-3

2

2-4

2

2

approval

1

2.

Statutory

5

97

8

253

6

106

608

auditors

3.

Risk factors

92-94

4-6

215

76-79

3-4

276-288

4.

Information about

4-5

the issuer

5.

Business

overview

3

6-16 ; 188-

5.1.

Principal activities

191 ; 592-

598

6-16 ; 188-

5.2.

Principal markets

191 ; 592-

598

5.3.

History and

development of

5

the issuer

5.4.

Strategy and

24;41

38

18; 37; 78-

136-138 ;

79

515 ; 558-

objectives

568

5.5.

Possible

590

dependency

5.6. Basis for any

statements made

by the issuer

6-16; 114-

regarding its

128

competitive

position

- 7 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

Seventh

Sixth

Fifth

Fourth

Third

Second

First

2019

Amendment

Amendment

Amendment to

Amendment

Amendment

Amendment

Amendment

Universal

to the 2019

to the 2019

the 2019

to the 2019

to the 2019

to the 2019

to the 2019

Registration

Universal

Universal

Universal

Universal

Universal

Universal

Universal

Document

Registration

Registration

Registration

Registration

Registration

Registration

Registration

filed with the

filed with the

filed with the

filed with the

filed with the

filed with the

filed with

filed with

AMF on

AMF on

AMF on

AMF on

AMF on

AMF on

the AMF on

the AMF on

March 3,

19

3 November

2 September

31 July 2020

25 June

May 5th,

March 30th,

2020, and

November

2020 and

2020 and

and

2020 and

2020 and

2020, and

approved by

2020 and

approved by

approved by

approved by

approved by

approved

approved

the AMF on

approved by

the AMF on

the AMF on

the AMF on

the AMF on

by the AMF

by the AMF

25 June

the AMF on

19 November

2 September

2 September

25 June

on 25 June

on 25 June

2020

19 November

2020

2020

2020

2020

2020

2020

2020

136; 238-

241; 503;

5.7.

Investments

556-557;

564-566;

591

6.

Organisational

structure

6.1.

Brief description

3

4; 6 ; 576-

577

6.2.

List of significant

187-210

249-257;

496-502;

subsidiaries

592-597

7.

Operating and

financial review

7.1.

Financial situation

3-79; 82

4-77

3-71; 74

152 ; 154 ;

466-467

114-128;

68-79

66-77

61-71

134-135;

7.2.

Operating results

140-146;

152 ; 189 ;

466

8.

Capital resources

62-63 ; 82 ;

59-60 ; 86 ;

55-56;74 ;

8.1.

Issuer's capital

85-89

89-90 ; 175-

80-84

156-157;

resources

178 ; 213-

491

214

8.2.

Sources and

87

amounts of cash

155

flows

8.3.

Borrowing

22; 29

18; 26

17

138; 416-

requirements and

430

funding structure

8.4

Information

regarding

any

restrictions

on the

use of

capital

resources

that

NA

have

materially

affected,

or

could

materially

affect,

the

issuer's

operations.

8.5.

Anticipated

NA

sources of funds

9.

Regulatory

267; 272-

environment

273

10.

Trend

138

information

11.

Profit forecasts

or estimates

11.1 Profit forecasts or

4

24;41

38

18; 37; 78-

estimates

79

NA

published

11.2 Declaration setting

3; 24; 92-94

5; 21

17-18; 37;

forth the principal

76-79

NA

forecast

assumptions

- 8 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

Seventh

Sixth

Fifth

Fourth

Third

Second

First

2019

Amendment

Amendment

Amendment to

Amendment

Amendment

Amendment

Amendment

Universal

to the 2019

to the 2019

the 2019

to the 2019

to the 2019

to the 2019

to the 2019

Registration

Universal

Universal

Universal

Universal

Universal

Universal

Universal

Document

Registration

Registration

Registration

Registration

Registration

Registration

Registration

filed with the

filed with the

filed with the

filed with the

filed with the

filed with the

filed with

filed with

AMF on

AMF on

AMF on

AMF on

AMF on

AMF on

the AMF on

the AMF on

March 3,

19

3 November

2 September

31 July 2020

25 June

May 5th,

March 30th,

2020, and

November

2020 and

2020 and

and

2020 and

2020 and

2020, and

approved by

2020 and

approved by

approved by

approved by

approved by

approved

approved

the AMF on

approved by

the AMF on

the AMF on

the AMF on

the AMF on

by the AMF

by the AMF

25 June

the AMF on

19 November

2 September

2 September

25 June

on 25 June

on 25 June

2020

19 November

2020

2020

2020

2020

2020

2020

2020

11.3 Declaration of

4

comparability with

the historical

financial

NA

information and

compliance with

accounting

methods

12.

Administrative,

management, and

supervisory

bodies, and

senior

management

12.1. Administrative and

84

management

31-43; 98

bodies

12.2. Administrative and

management

47-48; 61-

bodies' conflicts of

62; 72-94

interest

13.

Remuneration

and benefits

13.1. Amount of

remuneration paid

87-105

72-97; 226-

and benefits in

233

kind granted

13.2. Total amounts set

aside or accrued

by the issuer or its

87-105

subsidiaries to

72-97; 226-

provide pension,

233

retirement, or

similar benefits

14.

Board practices

14.1. Date of expiry of

the current terms

31-42

of office

14.2. Information about

members of the

administrative

NA

bodies' service

contracts with the

issuer

14.3. Information about

the audit

committee and

51-58

remuneration

committee

14.4. Corporate

governance

regime in force in

44-49

the issuer's

country of

incorporation

14.5. Potential material

impacts on the

31-42

corporate

governance

- 9 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

Seventh

Sixth

Fifth

Fourth

Third

Second

First

2019

Amendment

Amendment

Amendment to

Amendment

Amendment

Amendment

Amendment

Universal

to the 2019

to the 2019

the 2019

to the 2019

to the 2019

to the 2019

to the 2019

Registration

Universal

Universal

Universal

Universal

Universal

Universal

Universal

Document

Registration

Registration

Registration

Registration

Registration

Registration

Registration

filed with the

filed with the

filed with the

filed with the

filed with the

filed with the

filed with

filed with

AMF on

AMF on

AMF on

AMF on

AMF on

AMF on

the AMF on

the AMF on

March 3,

19

3 November

2 September

31 July 2020

25 June

May 5th,

March 30th,

2020, and

November

2020 and

2020 and

and

2020 and

2020 and

2020, and

approved by

2020 and

approved by

approved by

approved by

approved by

approved

approved

the AMF on

approved by

the AMF on

the AMF on

the AMF on

the AMF on

by the AMF

by the AMF

25 June

the AMF on

19 November

2 September

2 September

25 June

on 25 June

on 25 June

2020

19 November

2020

2020

2020

2020

2020

2020

2020

15.

Employees

15.1. Number of

3

4; 540-

employees

541 ; 576

15.2. Shareholdings and

72-94; 175-

176; 545-

stock options

546

15.3. Description of any

arrangements for

involving the

employees in the

capital of the

issuer

16.

Major

shareholders

16.1. Shareholders

owning more than

251

5% of the issuer's

17-18

capital or voting

rights

16.2. Existence of

different voting

16

rights

16.3. Control of the

17-18

issuer

16.4. Description of any

arrangements,

known to the

issuer, the

operation of which

18

may at a

subsequent date

result in a change

of control of the

issuer

17.

Related party

74-94;

246-247;

transactions

604-605

18.

Financial

information

concerning the

issuer's assets

and liabilities,

financial position,

and profits and

losses

68-79 ; 82

4-77 ; 81-

61-71 ;74

4; 21;

18.1. Historical financial

210

113-258;

information

465-503 ;

613

18.2. Interim and other

68-79 ; 82

4-77; 81-

61-71;74

NA

financial

210

information

18.2.1 Interim audit

211-212

report

18.3. Auditing of

historical annual

259-264 ;

financial

504-509

information

- 10 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

Seventh

Sixth

Fifth

Fourth

Third

Second

First

2019

Amendment

Amendment

Amendment to

Amendment

Amendment

Amendment

Amendment

Universal

to the 2019

to the 2019

the 2019

to the 2019

to the 2019

to the 2019

to the 2019

Registration

Universal

Universal

Universal

Universal

Universal

Universal

Universal

Document

Registration

Registration

Registration

Registration

Registration

Registration

Registration

filed with the

filed with the

filed with the

filed with the

filed with the

filed with the

filed with

filed with

AMF on

AMF on

AMF on

AMF on

AMF on

AMF on

the AMF on

the AMF on

March 3,

19

3 November

2 September

31 July 2020

25 June

May 5th,

March 30th,

2020, and

November

2020 and

2020 and

and

2020 and

2020 and

2020, and

approved by

2020 and

approved by

approved by

approved by

approved by

approved

approved

the AMF on

approved by

the AMF on

the AMF on

the AMF on

the AMF on

by the AMF

by the AMF

25 June

the AMF on

19 November

2 September

2 September

25 June

on 25 June

on 25 June

2020

19 November

2020

2020

2020

2020

2020

2020

2020

18.4. Pro forma financial

NA

information

21; 24-25;

18.5. Dividend policy

115; 494 ;

577

18.6. Legal and

95-96

179-180

85-86

arbitration

236-237

proceedings

18.7. Significant change

4

in the issuer's

96

7

252

85

5

591

financial or trading

position

19.

Additional

information

16; 234-

19.1. Share capital

175-178

236; 484-

487; 599;

624

19.2. Memorandum and

articles of

599-603

association

20.

Material

590

contracts

21.

Documents on

4

95

7

252

85

5

590

display

Pursuant to annexe I of Regulation (EU) 2017/1129, the following items are incorporated by reference:

  • The consolidated financial statements for the year ended 31 December 2018 and the Statutory Auditors' report on the consolidated financial statements at 31 December 2018, presented respectively on pages 149-269 and 270-276 of Registration Document no. D.19-0114 filed with the AMF on 5 March 2019; The information is available via the following link: https://invest.bnpparibas.com/sites/default/files/documents/ddr_2018_bnp_paribas_gb.pdf
  • The consolidated financial statements for the year ended 31 December 2017 and the Statutory Auditors' report on the consolidated financial statements at 31 December 2017, presented respectively on pages 137-236 and 237-242 of Registration Document no. D.18-0101 filed with the AMF on 6 March 2018; The information is available via the following link: https://invest.bnpparibas.com/sites/default/files/documents/ddr2017_bnp_paribas_gb.pdf
  • The consolidated financial statements for the year ended 31 December 2016 and the Statutory Auditors' report on the consolidated financial statements at 31 December 2016, presented respectively on pages 131-231 and 232-233 of Registration Document no. D.17-0132 filed with the AMF on 7 March 2017; The information is available via the following link: https://invest.bnpparibas.com/sites/default/files/documents/ddr2016gb.pdf

5.2 Half-year financial report

The condensed 2020 half-year consolidated financial statements and the limited auditor's review report as at 30 June 2020 are presented respectively in pages 81-210 and 211-212 of the Fourth Amendment to the 2019 Universal Registration Document filed with the AMF on July 31st, 2020 under No. D. 20-0097-A04 and approved on 2 September 2020, under No. R.20-021.

- 11 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

5.3 Annual Financial Report

In order to assist readers of the annual financial report, the following table cross-references the information required by article L.451-1-2 of the French Monetary and Financial Code.

Annual financial report

Page

Statement by the person responsible for the Universal Registration document

610

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BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

Management report

The concordance table below makes it possible to identify in the Universal Registration Document filed with the Autorité des Marchés Financiers on 3 March 2020 and approved by the AMF on 25 June 2020 the information that constitutes the Management report of the Company (including the Report on corporate governance) and the Consolidated Management report, as required by legal and regulatory provisions.

I. Company and Group Business and Situation

Information (reference texts)

Page

Company and Group position over the past year

(L.232-1 II and L.233-26 of the French Commercial Code)

114-138 ; 152-257 ; 466-503

  • Objective and comprehensive analysis of business performance, results and the financial position

of the Company and Group (L.225-100-1 of the French Commercial Code)

114-138;152-257 ; 466-503

Key financial and non-financial performance indicators for the Company and Group

(L.225-100-1 of the French Commercial Code)

114-148 ; 515 ; 521-522

Foreseeable developments of the Company and Group (L.232-1 II and L.233-26 of the French Commercial Code)

136-138

  • Key events occurring since the financial year-end and the preparation date of the Management Report (L.232-1

II and L.233-26 of the French Commercial Code)

591

Company and Group research and development activities

(L.232-1 II and L.233-26 of the French Commercial Code)

N/A

  • Equity investments in, or takeovers of, companies that have their head office in France

(L. 233-6 and L.247-1 of the French Commercial Code)

503

  • Business and results for the Company as a whole, Company subsidiaries and companies it controls by branch of

activity (L.233-6 of the French Commercial Code)

6-16 ; 114-135

Existing Company branches (L.232-1 II of the French Commercial Code)

592-598

Information on Company locations and businesses

(L.511-45 and R.511-16-4 of the French Monetary and Financial Code)

249-257 ; 592-598

II. Risk factors and characteristics of internal control procedures

Information (reference texts)

Page

  • Description of the main risks and contingencies faced by the Company and Group

(L.225-100-1 of the French Commercial Code)

271-288

  • Information on the financial risks related to the effects of climate change and measures taken by the Company and Group to reduce these through a low-carbon strategy applicable to all aspects of their business (L.225-100-1

of the French Commercial Code)

107

  • Objectives and policy for hedging each main transaction category by the Company and Group

(L.225-100-1 of the French Commercial Code)

412-415

  • Exposure to price, credit, liquidity and cash flow risks of the Company and Group

(L.225-100-1 of the French Commercial Code)

323-430

  • Main features of internal control and risk management procedures set up by the Company and Group relating to the preparation and processing of accounting and financial information

(L.225-100-1 of the French Commercial Code)

108-112

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BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

III. Information on share capital

Information (reference texts)

Page

  • Name of individuals or legal entities holding directly or indirectly more than 5% of capital or voting rights

and changes arising during the year (L.233-13 of the French Commercial Code)

17-18

  • Name of companies controlled and share of the Company's share capital held by them

(L.233-13 of the French Commercial Code)

249-257

Employee share ownership status (L.225-102 of the French Commercial Code)

17-18

Securities acquired by employees under a corporate takeover transaction

(L.225-102 of the French Commercial Code)

N/A

Share disposals made to regularise cross shareholdings (L.233-29,R.233-19 of the French Commercial Code)

N/A

  • Information on share buyback transactions undertaken by the Company

(L.225-211 of the French Commercial Code)

95-97 ; 234 ; 481

Any adjustments made to securities giving access to share capital

(L.225-181,L.228-99,R225-137,R.228-91 of the French Commercial Code)

N/A

  • Summary of transactions carried out by corporate officers, executives, certain company managers and persons with close connections to them during the past year (223-26 of the AMF General Regulation, L.621-18-2 and

R.621-43-1 of the French Monetary and Financial Code)

94

IV. Other accounting, financial and legal information

Information (reference texts)

Page

Information on payment terms (L.441-6-1 and D. 441-4 of the French Commercial Code)

482

Amount of dividends distributed for the prior three years and revenue distributed eligible

for the 40% tax reduction (243 bis of the French General Tax Code)

21

Injunctions or fines for anti-competitive practices (L.464-2 of the French Commercial Code)

N/A

  • Information on financial instruments with an agricultural commodity as their underlying and measures taken by the Company to prevent this having a significant impact on agricultural commodity prices

(L. 511-4-2 of the French Monetary and Financial Code)

532

  • Amount and features of loans financed or distributed by the Company or that they distribute as defined in III of Article 80 of the Planning Act for Social Cohesion Law No. 2005-32 of 18 January 2005 and hence covered by

public guarantees. (L.511-4-1 of the French Monetary and Financial Code)

N/A

Return on Company assets (R. 511-16-1 of the French Monetary and Financial Code)

314

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BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

V. Extra-financial performance statement and vigilance plan

Information (reference texts)

Page

  • Information on the labour and environmental impact relating to the Company, subsidiaries

and controlled companies (L.225-102-1 and R. 225-105 of the French Commercial Code)

513-585

  • Information on the effects of the Company's activity with respect to respect for Human rights and fight against

corruption and tax evasion (L.225-102-1 and R. 225-105 of the French Commercial Code)

525 ; 569-575

  • Information on the Company, subsidiaries and controlled companies, relating to:
    • the consequences of climate change on the business and the use of goods and services,
    • social commitments to promote sustainable development, the circular economy, the fight against food waste and food poverty, respect for animal welfare and responsible, fair and sustainable food,

actions to fight against discrimination and promote diversity

513-588

  • Collective agreements agreed in the Company, subsidiaries and controlled companies and their impacts on the economic performance of the Company, subsidiaries and controlled companies as well as on employee working

conditions (L.225-102-1 and R. 225-105 of the French Commercial Code)

535-551

  • Information for companies operating at least one facility listed under article L.515-36 of the French

Environmental Code (L.225-102-2 of the French Commercial Code)

N/A

Company's business plan (R. 225-105 of the French Commercial Code)

576-577

  • Social, environmental and civic information relevant to the main risks and policies of the company,

its subsidiaries and controlled companies (R. 225-105 II of the French Commercial Code)

Chapter 7

Vigilance plan (L.225-102-4 of the French Commercial Code)

569-572

VI. Report on corporate governance

Information (reference texts)

Page

  • Information on the remuneration policy for executive corporate officers

(L.225-37-2 of the French Commercial Code)

72-77

  • Total remuneration and benefits in kind paid by the Company, companies controlled by it or the company that controls it to each corporate officer of the Company during the year

(L.225-37-3 of the French Commercial Code)

78-94

  • Holding conditions for free shares allocated to executive corporate officers

(L.225-197-1 of the French Commercial Code)

N/A

  • Conditions for exercising and holding options granted to corporate officers

(L.225-185 of the French Commercial Code)

88

  • List of all directorships and positions held in any company by each corporate officer during the year

(L.225-37-4 1° of the French Commercial Code)

31-43

  • Agreements entered into by one of the Company's corporate officers and a subsidiary of the Company

(L.225-37-4 2° of the French Commercial Code)

44

Summary table of capital increase delegations (L.225-37-4 3° of the French Commercial Code)

95-97

Arrangements for exercising general management (L.225-37-4 4° of the French Commercial Code)

46

  • Composition, and conditions governing the preparation and organisation of the work, of the Board of directors

(L.225-37-4 5° of the French Commercial Code)

31-42 ; 51-58

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BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

  • Description of the diversity policy applied to the members of the Board of directors, as well as the objectives, how the policy was implemented and results obtained during the past financial year (L.225-37-4 6° of the French

Commercial Code)

48-49 ; 65-71

  • Information on steps to ensure balanced representation of men and women in management bodies and gender balance results in the top 10% of positions of higher levels of responsibility

(L.225-37-4 6° of the French Commercial Code)

49 ; 539 ; 570

  • Any limits to the powers of the Chief Executive Officer imposed by the Board of directors

(L.225-37-4 7° of the French Commercial Code)

46

  • Corporate governance code prepared by corporate representative organisations to which the Company refers

(L.225-37-4 8° of the French Commercial Code)

44

  • Arrangements for shareholder participation at the general shareholders' meeting

(L.225-37-4 9° of the French Commercial Code)

26-28

  • Description of the procedure relating to current agreements concluded under normal conditions put in place by the

Company and its implementation (L.225-37-4 10° of the French Commercial Code)

71-72

  • Items that could have an impact in case of a public tender offer

(L.225-37-5° of the French Commercial Code)

97

Annexes

Page

Table summarising Company results over the last 5 years (R.225-102 of the French Commercial Code)

495

  • Opinion of the independent third party tasked with verifying the social and environmental information

in the Management report (L.225-102-1-3 and R.225-105-2 of the French Commercial Code)

586-588

  • Statutory Auditors' report on the Board of directors' report on corporate governance

(L.225-235 of the French Commercial Code)

98

Financial statements

Page

Parent company financial statements

465-503

Statutory Auditors' report on the financial statements

504-510

Consolidated financial statements

149-258

Statutory Auditors' report on the consolidated financial statements

259-264

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BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

5.4 Appendice - Key information regarding the issuer, pursuant to Article 26.4 of European Regulation No 2017/1129

  1. Who is the issuer of securities?
    1. General information:

Head office: 16 boulevard des Italiens, 75009 Paris, France

Legal form: BNP PARIBAS is a limited company authorised as a bank under the provisions of the French Monetary and Financial Code (Book V, Title 1) on banking institutions.

Legal identity identifier: R0MUWSFPU8MPRO8K5P83

Law governing its activities: BNP Paribas is a company incorporated under French law and operates in many countries, both in Europe and outside Europe. Many foreign regulations can therefore govern its activities.

Country of origin: France

  1. Main activities:

BNP Paribas, Europe's leading provider of banking and financial services, has four domestic Retail Banking markets in Europe, namely in France, Belgium, Italy and Luxembourg.

It operates in 71 countries and has more than 197,000 employees, including nearly 150,000 in Europe. BNP Paribas holds key positions in its two main businesses:

  • Retail Banking and Services, which includes:
    • Domestic Markets, comprising:
      • French Retail Banking (FRB),
      • BNL banca commerciale (BNL bc), Italian retail banking,
      • Belgian Retail Banking (BRB),
      • Other Domestic Markets activities including Arval, BNP Paribas Leasing Solutions, Personal Investors, Nickel and Luxembourg Retail Banking (LRB);
    • International Financial Services, comprising:
      • Europe-Mediterranean,
      • BancWest,
      • Personal Finance,
      • Insurance,
      • Wealth and Asset Management;
  • Corporate and Institutional Banking (CIB):
    • Corporate Banking,
    • Global Markets,
    • Securities Services.

BNP Paribas SA is the parent company of the BNP Paribas Group.

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BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

    1. Main shareholders as at 30 June 2020 :
  • SFPI1 : 7.7% of share capital
  • BlackRock Inc. : 6.1% of share capital
  • Grand-Duchédu Luxembourg : 1.0% of share capital
    1. Identity of key executives:

Jean LEMIERRE: Chairman of the Board of directors of BNP Paribas

Jean-Laurent BONNAFÉ: Director and Chief Executive of BNP Paribas

Philippe BORDENAVE: Chief Operating Officer of BNP Paribas

    1. Identity of statutory auditors:
  • Deloitte & Associés was re-appointed as Statutory Auditor at the Annual General Meeting of 24 May 2018 for a six-year period expiring at the close of the Annual General Meeting called in 2024 to approve the financial statements for the year ending
    31 December 2023. The firm was first appointed at the Annual General Meeting of 23 May 2006.

Deloitte & Associés is represented by Laurence Dubois Deputy:

Société BEAS, 6, place de la Pyramide, Paris-La Défense Cedex (92), France, SIREN No. 315 172 445, Nanterre trade and companies register.

  • PricewaterhouseCoopers audit was re-appointed as Statutory Auditor at the Annual General Meeting of 24 May 2018 for a six-year period expiring at the close of the Annual General Meeting called in 2024 to approve the financial statements for the year ending 31 December 2023. The firm was first appointed at the Annual General Meeting of 26 May 1994.

PricewaterhouseCoopers Audit is represented by Patrice Morot.

Deputy:

Jean-Baptiste Deschryver, 63, rue de Villiers, Neuilly-sur-Seine (92).

  • Mazars was re-appointed as Statutory Auditor at the Annual General Meeting of 24 May 2018 for a six-year period expiring at the close of the Annual General Meeting called in 2024 to approve the financial statements for the year ending 31 December 2023. The firm was first appointed at the Annual General Meeting of 23 May 2000.

Mazars is represented by Virginie Chauvin. Deputy:

Charles de Boisriou, 28 rue Fernand Forest, Suresnes (92).

Deloitte & Associés, PricewaterhouseCoopers and Mazars are registered as Statutory Auditors with the Versailles Regional Association of Statutory Auditors, under the authority of the French National Accounting Oversight Board (Haut Conseil du Commissariat aux Comptes).

1 Société Fédérale de Participations et d'Investissement: a public-interest limited company (société anonyme) acting on behalf of the Belgian State.

  • 18 -

BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

  1. What are the key financial information about the issuer?
    Income statement

Comparative

interim from

same period in

Year

Year -1

Year-2

Interim

prior year

In millions of

euros

31/12/2019

31/12/2018

31/12/2017

30/09/2020

30/09/2019

Net interest income

21,127

21,062

21,191

n.a

n.a

Net fee and

9,365

9,207

9,430

n.a

n.a

commission income

Net gain on financial

7,464

6,118

7,112

n.a

n.a

instruments

Revenues

44,597

42,516

43,161

33,448

33,264

Cost of Risk

-3,203

-2,764

-2,907

-4,118

-2,237

Operating income

10,057

9,169

10,310

6,698

7,722

Net income

8,173

7,526

7,759

5,475

6,324

attributable to equity

holders

Earnings per

share

6.21

5.73

6.05

4.12

4.82

(in euros)

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BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

Balance sheet

Comparative

interim from

same period in

Year

Year -1

Year-2

Interim

prior year

In millions of euros

31/12/2019

31/12/2018

31/12/2017

30/09/2020

30/09/2019

Total assets

2,164,713

2,040,836

1,952,166

2,595,498

2,510,204

Debt securities

221,336

206,359

198,646

224,785

236,476

Of which mid long

88,466*

88,381*

88,432

n.a

n.a

term Senior Preferred

Subordinated debt

20,896

18,414

16,787

n.a

n.a

Loans and receivables

805,777

765,871

735,013

811,409

797,357

from customers (net)

Deposits from

834,667

796,548

760,941

966,257

850,458

customers

Shareholders' equity

107,453

101,467

101,983

111,786

107,157

(Group share)

Doubtful loans/ gross

2.2%

2.6%

3.3%

2.2%

2.4%

outstandings **

Common Equity Tier 1

12.1%

11.8%

11.9%

12.6%

12.0%

capital (CET1) ratio

Total Capital Ratio

15.5%

15.0%

14.8%

16.3%

15.4%

Leverage Ratio

4.6%

4.5%

4.6%

4.4%

4.0%

  1. Regulatory scope
  1. Impaired loans (stage 3) to customers and credit institutions, not netted of guarantees, including on-balance sheet and off-balance sheet and debt securities measured at amortized costs or at fair value through shareholders' equity reported on gross outstanding loans to customers and credit institutions, on-balance sheet and off-balance sheet and including debt securities measured at amortized costs or at fair value through shareholders' equity (excluding insurance).

A brief description of any qualifications in the audit report relating to the historical financial information: N/A

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BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT

  1. What are the specific risks of the issuer?

The presentation of the risk factors below consists of a non-exhaustive selection of the main risks specific to BNP Paribas, to be supplemented by an examination by the investor of all the risk factors contained in the prospectus.

  1. A substantial increase in new provisions or a shortfall in the level of previously recorded provisions exposed to credit risk and counterparty risk could adversely affect the BNP Paribas Group's results of operations and financial condition
  2. An interruption in or a breach of the BNP Paribas Group's information systems may cause substantial losses of client or customer information, damage to the BNP Paribas Group's reputation and result in financial losses
  3. The BNP Paribas Group may incur significant losses on its trading and investment activities due to market fluctuations and volatility
  4. Adjustments to the carrying value of the BNP Paribas Group's securities and derivatives portfolios and the BNP Paribas Group's own debt could have an adverse effect on its net income and shareholders' equity
  5. The BNP Paribas Group's access to and cost of funding could be adversely affected by a resurgence of financial crises, worsening economic conditions, rating downgrades, increases in sovereign credit spreads or other factors
  6. Adverse economic and financial conditions have in the past had and may in the future have an impact on the BNP Paribas Group and the markets in which it operates
  7. Laws and regulations adopted in recent years, particularly in response to the global financial crisis, as well as new legislative proposals, may materially impact the BNP Paribas Group and the financial and economic environment in which it operates
  8. The BNP Paribas Group may incur substantial fines and other administrative and criminal penalties for noncompliance with applicable laws and regulations, and may also incur losses in related (or unrelated) litigation with private parties
  9. Epidemics and pandemics, including the ongoing coronavirus (COVID-19) pandemic and their economic consequences may adversely affect the Group's business, operations and financial condition

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Disclaimer

BNP Paribas SA published this content on 19 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 November 2020 18:36:01 UTC


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Financials
Sales 2020 44 358 M 53 504 M 53 504 M
Net income 2020 6 556 M 7 907 M 7 907 M
Net Debt 2020 - - -
P/E ratio 2020 8,74x
Yield 2020 3,97%
Capitalization 55 503 M 67 105 M 66 947 M
Capi. / Sales 2020 1,25x
Capi. / Sales 2021 1,24x
Nbr of Employees 198 816
Free-Float 86,6%
Chart BNP PARIBAS
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Technical analysis trends BNP PARIBAS
Short TermMid-TermLong Term
TrendsBullishBullishNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 23
Average target price 48,91 €
Last Close Price 44,44 €
Spread / Highest target 38,2%
Spread / Average Target 10,1%
Spread / Lowest Target -32,7%
EPS Revisions
Managers and Directors
NameTitle
Jean-Laurent Bonnafé Chief Executive Officer & Director
Jean Lemierre Chairman
Philippe Bordenave Chief Operating Officer & Director
Bernard Gavgani Chief Information Officer
Denis Kessler Director
Sector and Competitors