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.
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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.
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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.amf‑france.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
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.
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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).
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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
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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
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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
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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
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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
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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.
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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
- 12 -
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
- 14 -
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
- 15 -
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
- 16 -
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
Who is the issuer of securities?
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
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.
- 17 -
BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT
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
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
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
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)
- 19 -
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%
Regulatory scope
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
- 20 -
BNP PARIBAS - SEVENTH AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT
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.
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
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
The BNP Paribas Group may incur significant losses on its trading and investment activities due to market fluctuations and volatility
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
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
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
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
The BNP Paribas Group may incur substantial fines and other administrative and criminal penalties for non‑compliance with applicable laws and regulations, and may also incur losses in related (or unrelated) litigation with private parties
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
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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