2012 Registration document and annual financial report - BNP Paribas

2012REGISTRATION DOCUMENTAND ANNUAL FINANCIAL REPORT

12GROUP PRESENTATION 31.1 Group presentation 41.2 Key figures 41.3 History 51.4 Presentation of activities and business lines 61.5 BNP Paribas and its shareholders 15CORPORATE GOVERNANCE 292.1 Board of Directors 302.2 Report of the Chairman of the Board of Directorson the manner of preparation and organisationof the work of the Board and on the internalcontrol procedures implemented by the company 452.3 Statutory Auditors’ report, prepared inaccordance with article L.225-235 of the FrenchCommercial Code on the report prepared by theChairman of the Board of Directors of BNP Paribas 732.4 Executive Committee 7467INFORMATION ON THE PARENTCOMPANY FINANCIAL STATEMENTS 3336.1 BNP Paribas SA financial statements 334Notes to the parent company financial statements 3366.2 Appropriation of income for the yearended 31 December 2012 3676.3 BNP Paribas SA five-year financial summary 3686.4 Subsidiaries and associated companiesof BNP Paribas SA at 31 December 2012 3696.5 Details of equity interests acquired byBNP Paribas SA in 2012 whose value exceeds 5%of the share capital of a French company 3726.6 Statutory Auditors’ report on the financial statements 373A RESPONSIBLE BANK: INFORMATIONON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTALRESPONSIBILITY 3753452012 REVIEW OF OPERATIONS 753.1 BNP Paribas consolidated results 763.2 Core business results 783.3 Balance sheet 893.4 Profit and loss account 933.5 Recent events 973.6 Outlook 983.7 Liquidity and financing 1003.8 Solvency 100CONSOLIDATED FINANCIALSTATEMENTS PREPARED INACCORDANCE WITH INTERNATIONALFINANCIAL REPORTING STANDARDSAS ADOPTED BY THE EUROPEAN UNION 1014.1 Profit and loss account for the year ended31 December 2012 1044.2 Statement of net income and changesin assets and liabilities recognised directlyin equity 1054.3 Balance sheet at 31 December 2012 1064.4 Cash flow statement for the year ended31 December 2012 1074.5 Statement of changes in shareholders’ equitybetween 1 Jan. 2011 and 31 Dec. 2012 1084.6 Notes to the financial statements prepared inaccordance with International Financial ReportingStandards as adopted by the European Union 1104.7 Statutory Auditors’ report on the consolidatedfinancial statements 214RISKS AND CAPITAL ADEQUACY 2175.1 Annual risk survey 2195.2 Capital management and capital adequacy 2275.3 Risk management 2375.4 Credit risk 2455.5 Securitisation in the banking book 2695.6 Counterparty risk 2825.7 Market risk 2865.8 Sovereign risks 3005.9 Liquidity and refinancing risk 3035.10 Operational risk 3095.11 Compliance and reputation risk 3165.12 Insurance risks 316Appendices : 322Appendix 1: e xposures based on Financial StabilityBoard recommendations 322Appendix 2: c apital requirements of significantsubsidiaries 3268910117.1 BNP Paribas’ approach as a responsible bank 3767.2 Economic responsibility: financing the economyin an ethical manner 3807.3 Social responsibility: pursuing a committedand fair human resources policy 3897.4 “Civic” responsibility: helping to combat socialexclusion and promoting education and culture 4047.5 Environmental responsibility:combating climate change 4147.6 Table for cross-referencing the list of social,environmental and community informationrequired under article 225 of the Grenelle II Act 4217.7 Statement of completeness and limitedassurance report by one of the Statutory A uditorson procedures for the preparation of labour,environmental and social information 423GENERAL INFORMATION 4258.1 Documents on display 4268.2 Material contracts 4268.3 Dependence on external parties 4268.4 Significant changes 4278.5 Investments 4278.6 Founding documents and Articles of association 4288.7 Statutory Auditors’ special report on related partyagreements and commitments 433STATUTORY AUDITORS 4379.1 Statutory Auditors 438PERSON RESPONSIBLEFOR THE REGISTRATION DOCUMENT 43910.1 Person responsible for the Registration documentand the annual financial report 44010.2 Statement by the person responsiblefor the Registration document 440TABLE OF CONCORDANCE 441

2012 Registration documentand annual financial reportOnly the French version of the Registration document has been submitted to the AMF. It is therefore the only version that is binding in law.The original document was filed with the AMF (French Securities Regulator) on 8 March 2013, in accordance with article 212-13 of the AMF’ sGeneral Regulations. It may be used in support of a financial transaction only if supplemented by a Transaction Note that has received approvalfrom the AMF.This document includes all elements of the annual financial report specified by section I of article L.451-1-2 of the Code Monétaire et Financierand article 222-3 of the AMF’ s General Regulations. A table allowing cross-referencing between the documents specified in article 222-3 of theAMF’ s General Regulations and the corresponding sections of this document is provided on page 441.The English language version of this report is a free translation from the original, which was prepared in French. All possible carehas been taken to ensure that the translation is an accurate presentation of the original. However, in all matters of interpretation,views or opinion expressed in the original language version of the document in French take precedence over the translation.2012 Registration document and annual financial report - BNP PARIBAS 1

22012 Registration document and annual financial report - BNP PARIBAS

1GROUP PRESENTATION1.1 Group presentation 41.2 Key figures 4Results 4Market capitalisation 4Long term credit ratings 51.3 History 51.4 Presentation of activities and business lines 6Retail Banking 6Investment Solutions 10Corporate and Investment Banking 12Corporate Centre 141.5 BNP Paribas and its shareholders 15Share capital 15Changes in share ownership 15Listing information 16Key shareholder data 20Creating value for shareholders 20Communication with shareholders 22Shareholder Liaison Committee 23Dividend 24Dividend evolution (euro per share) 24BNP Paribas registered shares 25Annual General Meeting 25Disclosure thresholds 272012 Registration document and annual financial report - BNP PARIBAS 3

1GROUPPRESENTATIONPresentation of activities and business lines11.4 Presentation of activities and business linesRETAIL B ANKINGWith 7,150 branches in 41 countries, 22 million individual, professionaland small business customers, 216,000 corporate clients and institutionsand over 12 million active customers at Personal Finance, BNP Paribasgenerated more than half of its revenues from retail banking activitiesin 2012. Retail banking activities employ 135,000 people, representing71% of the Group’s headcount.Retail Banking comprises Domestic Markets, International Retail Banking(IRB) and Personal Finance (PF).DOMESTIC MARKETSDomestic Markets comprises the retail banking networks of BNP Paribasin France (FRB), Italy (BNL bc), Belgium (BRB operating under theBNP Paribas Fortis brand) and Luxembourg (LRB operating under theBGL BNP Paribas brand), together with three specialist activities: Arval(multi-brand full service vehicle leasing), BNP Paribas Leasing Solutions(leasing and rental solutions ranging from equipment financing to fleetmanagement services) and BNP Paribas Personal Investors (onlinesavings and brokerage). In addition, Wealth Management develops itsprivate banking model in the domestic markets. Lastly, Cash Managementand Factoring complete the services provided to corporate clients,deployed under the “One Bank for Corporates in Europe and Beyond”concept, in synergy with CIB’s Corporate Banking unit.Domestic Markets has a total of 4,150 branches, more than 15 millionretail clients, 268,500 private banking clients and 176,000 corporateclients. It employs a total of 76,000 people, including 66,000 in the fourdomestic networks. Through its three specialist activities, DomesticMarkets operates in a total of 26 countries.Domestic Markets plays a strategic role for the Group, by providing alarge base of deposits and off-balance sheet savings, supporting bothretail and corporate clients, financing the economy and preparing theretail banking business of the future. Five transversal missions – BusinessDevelopment, IT, Operations, Human Resources and Communications –provide the business lines with their expertise.With Domestic Markets, BNP Paribas is no. 1 in C ash M anagement inBelgium, Italy and France (according to Euromoney), leading privatebank in France (according to Professional Wealth Management and TheBanker) as well as in Luxembourg (according to Euromoney) and no. 1 inEurope in equipment financing for professionals (according to Leaseurope2011 rankings).FRENCH RETAIL BANKING (FRB)French Retail Banking (FRB) employs 31,500 people to support all itsclients with their plans and projects. It has a client base made up of6.9 million individual and private banking clients, 639,000 small businessand professional clients and more than 80,000 corporate and institutionalclients. The division offers a broad line-up of products and services,ranging from current account services to the most innovative financialengineering services in the areas of corporate financing and assetmanagement.During 2012, FRB acquired more than 430,000 new clients. FRB continuesto invest in its branch network, which already forms part of a muchbroader multi-channel structure, with a view to providing its clientswith an ever closer service. The network is organised by client category:■ 2,200 branches and 5,934 ATMs operating under the BNP Paribas andBNP Paribas - Banque de Bretagne brands. More than 75% of thebranches have now been refurbished to the “Welcome & Services”standard. New generation branches have also been tested in the Parisregion and the Drôme department;■ 217 W ealth M anagement centres, making BNP Paribas the no. 1 privatebank in France (based on assets under management) (1) ;■ 58 Small Business Centres which help small businesses and SMEsto manage their wealth planning projects or projects related to theircompany’s life cycle;■ a unique network of 28 Business Centres dedicated to corporatecustomers across the length and breadth of the country, as well as aprofessional assistance service – Service Assistance Enterprise (SAE) –and Cash Customer Services (CCS);■ specialist subsidiaries including factoring company BNP ParibasFactor, BNP Paribas Développement, a private equity provider, andProtection 24, a remote surveillance firm;■ 54 production and sales support branches, back offices that handleall the transaction processing operations.FRB also provides its clients with a full online relationship capability,based on:■ the bnpparibas.net website, offering services used by more than2.5 million clients;■ 3 Client Relationship Centres in Paris, Lille and Orléans, which handleall requests received by e-mail, telephone or instant messaging, and2 specialist contact centres “Net Crédit” and “Net É pargne”;■ the NET Agence online bank, offering prospective clients all the servicesand products of a large bank available online with a dedicated adviser.This online offering was elected client service of the year 2013 (2) ,demonstrating BNP Paribas’ aim of continuously adapting its capability,for example by integrating new forms of contact: SAV Twitter and theFacebook page already have more than 220,000 members.(1) Source: Décideurs Stratégie Finances Droit 2012.(2) Source: Cabinet Viséo Conseil.62012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONPresentation of activities and business lines1BNL BANCA COMMERCIALEBNL bc is Italy’s 6 th largest bank in terms of total assets and loans tocustomers (1) . It provides a comprehensive range of banking, financialand insurance products and services to meet the needs of its diversifiedclient base consisting of:■ around 2.2 million (2) individual and 28,100 (2) private banking clients(number of households);■ 144,800 (2) small business clients;■ over 26,200 (2) medium and large companies, including LargeRelationships consisting of around 455 groups and 1,800 operatingcompanies;■ 16,000 (2) local authorities and non-profit organisations .In retail and private banking, BNL bc has a strong position in lending,especially residential mortgages (market share of around 7% (3) ), and agrowing deposit base (market share of 3.9% (3) for current accounts) wellahead of its network penetration (2.7% (3) in terms of branch numbers).BNL bc also has a long-standing tradition in supporting large companiesand local authorities (with market shares for loans to corporates of over4% (3) and 1.2% (4) for loans to local authorities) with a well-establishedreputation in cross-border payments, project financing and structuredfinance, as well as factoring through its specialised subsidiary Ifitalia(which ranks 3rd in the market in terms of annual turnover (5) ). .BNL bc has adopted a multi-channel distribution approach, organisedinto regions (“direzioni territoriali”) with the Retail & Private Banking andCorporate Banking activities being run as separate structures:■ close to 890 branches;■ 33 Private Banking Centres;■ 42 Small Business Centres;■ 53 branches dealing with small and medium enterprises, largecorporates, local authorities and public sector organisations;■ 5 Trade Centres in Italy for its clients’ cross-border activities,complementing BNP Paribas’ international network;■ a network of 10 Italian D esks, mainly located in the Mediterraneanarea, to assist Italian companies in their operations abroad as well asmultinational companies with direct investments in Italy.The multi-channel offering is complemented by some 1,950 ATMs and38,000 POS terminals, as well as telephone and online banking for bothretail and corporate clients.BELGIAN RETAIL BANKING (BRB)Retail & Private Banking (RPB)■ BNP Paribas Fortis is no. 1 in personal and small business bankingin Belgium, with 3.6 million clients and high-ranking positions in allbanking products (6) .BNP Paribas Fortis serves its clients and financesthe economy through various networks forming part of a multi-channeldistribution strategy. The branch network comprises 938 branches (ofwhich 277 are independent), plus 680 customer service points underthe partnership with Bpost Bank and 310 Fintro franchise outlets (7) .■ RPB’s Client Relationship Management (CRM) centre manages anetwork of 4,382 cash dispensers, as well as online and mobile bankingservices via the e asy banking app (1.2 million users).■ A Client Contact Centre is also available and handles up to more than10,000 calls daily.Since 1 July 2012 , the network has been reorganised into seven ratherthan nine regions and from 1 January 2013 , the 938 branches will beorganised into 164 branch groups, which will report to 29 regional HeadOffices. This new structure is designed to deliver further improvementin client service.BNP Paribas Fortis is a major player in the Belgian private banking market.Its services are aimed at individual customers with assets of more thanEUR 250,000. Wealth Management caters to clients with assets of morethan EUR 4 million. Clients are served through 37 Private Banking centresand 2 Wealth Management centres.Corporate & Public Bank Belgium (CPBB)CPBB offers a comprehensive range of financial services to corporates,public entities and local authorities. With more than 600 corporate clientsand 12,500 midcap clients, it is the market leader (8) in both categories anda challenger in public banking with 710 clients. CPBB keeps very close tothe market through its team of more than 40 corporate bankers and 210relationship managers operating out of 22 Business Centres, supportedby specialists in specific areas.1(1) Source: annual and interim reports of BNL and its peers.(2) Active clients.(3) Source: Bank of Italy.(4) Source: Bank of Italy. Since 2012, the Bank of Italy’s statistics have included Cassa Depositi e Prestiti (CDP), a state-owned financial institution operating in the local authoritiessegment. Excluding CDP, BNL bc’s market share is about 5%.(5) Source: Assifact.(6) Source: Benchmarking Monitor September 2012 and Strategic Monitor Small Professionals 2011.(7) In December 2012, Fintro had 312 branches, more than 1,000 employees and EUR 9.22 billion in assets under management (excluding insurance) and 268,000 active customers.(8) Source: TNS survey, 2012.2012 Registration document and annual financial report - BNP PARIBAS 7

1GROUPPRESENTATIONPresentation of activities and business lines1LUXEMBOURG RETAIL BANKING (LRB)BGL BNP Paribas provides a broad range of financial products and servic esto personal, small business and corporate clients through a network of38 branches and its departments dedicated to corporate clients. It is the2nd -largest retail bank in Luxembourg in terms of personal banking, witha total of 206,719 customers representing a market share of 16% (1) . It isthe leading commercial bank with 39,802 corporate clients repr esentinga market share of 35% (1) .BGL BNP Paribas’ private banking teams provide tailored, integratedwealth management and planning solutions. They are proposed mainlyas a complement to daily banking services in the 6 private banking sitesbacked by the branch network.ARVALSpecialist in multi-brand full service vehicle leasing, Arval offers itscustomers tailored solutions that optimise their employee’s mobilityand outsource the risks associated with fleet management. Expertadvice and service quality are delivered by more than 4,000 employeesin 25 countries. Arval is also supported by strategic partnerships in14 countries. It also benefits from the solid infrastructure and farreachingnetwork of the BNP Paribas Group.At the end of December 2012, Arval’s leased vehicle fleet was stablecompared with 2011.At the same date, Arval had a total leased fleet of 689,000 vehicles.Arval is a major European player in full service vehicle leasing and no. 1in multi-brand leasing in France (2) and Italy (3) and no. 2 in Poland (4) interms of leased vehicles.BNP PARIBAS LEASING SOLUTIONSBNP Paribas Leasing Solutions uses a multi-channel approach (directsales, sales via referrals, partnerships and banking networks) to offercorporate and small business clients an array of leasing and rentalsolutions, ranging from equipment financing to fleet outsourcing.To deliver optimum service to its clients, BNP Paribas Leasing Solutionshas chosen to adopt an organisation structure specialised by markets,with integrated sales and operating teams:■ Equipment & Logistics Solutions for farming machinery, constructionand public works equipment, light commercial and industrial vehicles;■ Technology Solutions for office, IT and telecoms equipment;■ Bank Leasing Services for leasing products to BNP Paribas banknetwork customers.For the third year running, BNP Paribas Leasing Solutions remains theEuropean leader in equipment financing with Arval (5) and has consolidatedon its contribution to financing the economy.BNP Paribas Leasing Solutions arranged more than 282,140 financingdeals in 2012. Its total outstandings under management exceedEUR 19.4 billion (6) .BNP PARIBAS PERSONAL INVESTORSBNP Paribas Personal Investors provides independent financial adviceand a wide range of investment services to individual clients. It comprisesthree players:■ Cortal Consors is the European specialist in online savings andbrokerage for individuals, providing online trading services andpersonal investment advice via Internet, telephone and face-to-face toover one million clients in Germany, France and Spain. Its broad rangeof independent products and services includes short-term investmentsolutions, mutual funds and life insurance;■ B*capital, an investment company, offers to its clients in France directaccess to a complete range of markets (equities, bonds, derivatives),providing financial analysis as well as customised advice and activeportfolio management. B*capital is the majority shareholder instockbroker Portzamparc, specialised in small and mid-cap businesses;■ Geojit BNP Paribas is one of the leading retail brokers in India. Itprovides brokerage services for equities, derivatives and financialsavings products by phone, online and via a network of around500 branches throughout India. Geojit BNP Paribas also operates inthe United Arab Emirates, Saudi Arabia, Oman, Bahrain and Kuwait,where it targets mainly a non-resident Indian clientele.BNP Paribas Personal Investors manages TEB Investment activities inTurkey, which include brokerage services for retail investors via Internetand a network of 34 branches.At 31 December 2012 , BNP Paribas Personal Investors (7) had 1.5 millioncustomers and EUR 35.1 billion in assets under management, of which39% was invested in equity assets, 34% in savings products or mutualfunds and 27% in cash. BNP Paribas Personal Investors employs2,171 staff .(1) Source: ILRES survey, October 2012.(2) Source: Syndicat National des Loueurs de Voitures Longue Durée, France 4th quarter 2012.(3) Source: FISE ANIASA (Federazione Imprese di Servizi - Associazione Nazionale Industria dell’Autonoleggio e Servizi Automobilistici), Italy, December 2012.(4) Source: PZWLP, Poland, 4th quarter 2012.(5) Source: Leaseurope 2011 league tables published in August 2012.(6) Amounts after servicing transfer, including short-term outstandings.(7) Including 34% of Geojit BNP Paribas.82012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONPresentation of activities and business lines1INTERNATIONAL RETAIL BANKING (IRB)IRB comprises the Bank’s retail banking activities in 15 countries outsidethe euro zone.It has three business lines:■ Retail Banking, serving close to 7 million clients through a multichanneldistribution network (including 3,000 branches);■ Wealth Management, in cooperation with Investment Solutions;■ services for corporate clients, providing local access to all BNP Paribasproducts and services, as well as support in all the Group’s countriesthrough a network of 83 Business Centres, 22 Trade Centres and16 MNC Desks.BancWestIn the United States, the retail banking business is conducted throughBank of the West and First Hawaiian Bank, subsidiaries of BancWestCorporation since 1998, wholly-owned by BNP Paribas since the endof June 2001.Until 2006, BancWest pursued a policy of acquisitions to develop itsfranchise in western America. In the past six years, it has focused onorganic growth, by strengthening its infrastructure and, more recently,developing its sales and marketing capability, especially in the corporatesegment and in W ealth M anagement.Bank of the West markets a very broad range of retail banking productsand services to individuals, small businesses and corporate clientsin 19 States in western and mid-western America. It also has strongpositions across the USA in certain niche lending markets, such as marine,recreational vehicles, church lending, small business and agribusiness.With a local market share of more than 42% in deposits (1) , First HawaiianBank is Hawaii’s leading bank, offering banking services to a local clienteleof private individuals and corporates .BancWest currently serves some 1.5 million households. In total, it has11,766 employees, close to 800 branches and corporate offices, and totalassets close to USD 80 billion at 31 December 2012 . It ranks as the7 th- largest commercial bank in the western United States by deposits (1) .In 2012, for the second year running, Bank of the West came top of theregional banks in the Market Probe awards for its “Customer Advocacyscore”, demonstrating the excellent customer satisfaction levels it hasachieved.Europe-MediterraneanEurope-Mediterranean (EM) operates a network of 2,046 branches in14 geographical areas. It is present in Turkey, Central and Eastern Europe(Poland and Ukraine), the southern Mediterranean Basin (Morocco,Algeria and Tunisia), sub-Saharan Africa and in Asia through partnerships.EM is gradually rolling out the BNP Paribas Group’s integratedRetail Banking model which has proved so successful in its domesticmarkets by providing local customers with the expertise for whichthe Group has a strong competitive position in the market (dynamiccustomer segmentation, Cash Management, Trade Finance, multichanneldistribution, specialised financing, wealth management,mobile banking, etc.).In December 2012, Emirates NBD and BNP Paribas announced that theyhad signed a definitive agreement whereby BNP Paribas will sell its entirestake in BNP Paribas Egypt S.A.E. (BNP Paribas Egypt) to Emirates NBD,subject to Central Bank of Egypt approval and other regulatory approvalsin Egypt and the United Arab Emirates.PERSONAL FINANCEBNP Paribas Personal Finance, European no. 1 inpersonal loans (2)BNP Paribas Personal Finance (PF) is the Group’s consumer creditspecialist, with over 12 million active customers. It also has a residentialmortgage lending business. With more than 16,000 (3) employees in around20 countries, BNP Paribas Personal Finance ranks as the leading playerin France and in Europe (2) .Through brands such as Cetelem, Findomestic and AlphaCredit,BNP Paribas Personal Finance provides a comprehensive range ofconsumer loans at point of sale (retail stores and car dealerships) anddirectly to clients either online or through its customer relation centres.The consumer credit business also operates within the Group’s retailbanking network in the emerging countries, through the “PF Inside” setup.In France and Italy, Personal Finance’s offer was complemented withinsurance and savings products.It is also developing an active strategy of partnerships with retail chains,web merchants and other financial institutions (banking and insurance)drawing on its experience in the lending market and its ability to provideintegrated services tailored to the activity and commercial strategy of itspartners. It is also a leading player in responsible lending and financialliteracy.1(1) Source: SNL Financial, 30 June 2012.(2) Source: a nnual r eports of companies specialised in consumer credit.(3) Excluding LaSer staff.2012 Registration document and annual financial report - BNP PARIBAS 9

1GROUPPRESENTATIONPresentation of activities and business lines1Core commitment to responsible lendingBNP Paribas Personal Finance has made responsible lending the basisof its commercial strategy as a means of ensuring sustainable growth.At each stage of the customer relationship, from preparing an offerthrough to granting and monitoring a loan, responsible lending criteriaare applied. These criteria are based on needs of customers – who arecentral to this approach – and customer satisfaction, which is assessedregularly.This cross-company approach is implemented according to the specificcharacteristics of each country. In addition, structural measures such asthe design and distribution of accessible and responsible products andservices, as well as the “Debt Collection Charter”, are rolled out andimplemented in all countries.France has the most comprehensive Personal Finance offering, includingidentifying and assisting clients in a potentially difficult financial position,access to independent business mediation and, since 2004, monitoring ofthree responsible lending criteria which are disclosed on a yearly basis:refusal rate, repayment rate and risk rate.Since 2007, BNP Paribas Personal Finance has supported the developmentof personal microfinance guaranteed by the Fonds de Cohésion Sociale.At the end of 2012, it had granted more than 355 micro-loans totallingEUR 724,155.INVESTMENT SOLUTIONSCombining BNP Paribas’ activities related to the collection, management,development, protection and administration of client savings and assets,Investment Solutions offers a broad range of high value-added productsand services around the world, designed to meet all the requirementsof individual, corporate and institutional investors.Investment Solutions comprises 5 business lines, with highlycomplementary expertise:■ Insurance: BNP Paribas Cardif (7,540 employees, 38 countries,EUR 170 billion in assets under management);■ Securities Services: BNP Paribas Securities Services (7,830 employees,32 countries, EUR 1,010 billion in assets under administration,EUR 5,524 billion in assets under custody);■ Private Banking: BNP Paribas Wealth Management (6,070 employees,28 countries, EUR 265 billion in assets under management);■ Asset Management: BNP Paribas Investment Partners (3,340employees, 40 countries, EUR 405 billion in assets under management);■ Real Estate: BNP Paribas Real Estate (3,120 employees, 36 countries,EUR 13 billion in assets under management).In total, Investment Solutions is present in 70 countries with around25,650 (1) employees.All the Investment Solutions businesses hold leading positions in Europe,where they operate in the key domestic markets of the BNP ParibasGroup (France, Italy, Belgium, Luxembourg) and in Switzerland, the UnitedKingdom and Germany. Investment Solutions is also actively working tofurther its international development in high growth regions such asAsia-Pacific, Latin America and the Middle East, where the businessesare expanding their activities through new operations, acquisitions, jointventures and partnership agreements.As a global player in personal insurance, BNP Paribas Cardif developssavings and protection products and services that comply with its Socialand Environmental Responsibility policy.It provides savings solutions for setting aside and building up a retirementprovision through multi-fund life insurance contracts, guaranteed capitalproducts and unit-linked funds.In addition to its flagship loan insurance business, BNP Paribas Cardif hasexpanded its protection offering to encompass health insurance, budget,income and payment means protection, extended warranty, property andcasualty insurance, and back-to-work assistance.BNP Paribas Cardif sells its products through a multi-channel distributionnetwork:■ Retail Banking channel, which sells insurance products through theBNP Paribas branch networks in France, Italy, Belgium, Luxembourg,Poland, Turkey and Ukraine;■ Partnerships channel, which distributes insurance products throughpartners worldwide, including banks, financial institutions, consumercredit companies, credit subsidiaries of car manufacturers and majorretail groups;■ Digital & Brokers channel, encompassing BNP Paribas Cardif’s digitalcapability, which is essential to its partners’ distribution strategy,and its brokerage capability (Belgium, Luxembourg, Netherlands andUnited Kingdom).All in all, more than half of BNP Paribas Cardif’s operations areinternational. It has over 7,500 employees, of which 70% outside France.BNP Paribas Cardif aims to be the world leader in insurance partnershipsand leader in personal insurance solutions.BNP PARIBAS CARDIFBNP Paribas Cardif insures people, their families and their property. Ithas operations in 38 countries, nearly 90 million customers and strongpositions in Europe, Asia and Latin America.(1) Including share of BNP Paribas Wealth Management employees.102012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONPresentation of activities and business lines1BNP PARIBAS SECURITIES SERVICESBNP Paribas Securities Services is one of the major global players insecurities services (1) . In 2012, assets under custody grew by +22.3%compared with 2011 to stand at EUR 5,524 billion. Assets underadministration grew by +22% to EUR 1,010 billion and the number offunds declined by -0.9% to 6,979. The number of transactions settledfell by -7.7% to 45 million, in a context of weaker activity in the financialmarkets.BNP Paribas Securities Services provides integrated solutions for allactors involved in the investment cycle: sell side, buy side and issuers:■ sell-side operators such as investment banks, broker-dealers, banksand market infrastructures are offered customised solutions inexecution services, derivatives clearing, local and global clearing,settlement and custody for all asset classes worldwide. Outsourcingsolutions for middle and back-office activities are also provided;■ buy-side institutional investors such as asset managers, alternativefund managers, sovereign wealth funds, insurance companies, pensionfunds, fund distributors and promoters, have access to a broadrange of services. These include global custody, depository bank andtrustee services, transfer agency and fund distribution support, fundadministration and middle-office outsourcing, investment reportingand risk and performance measurement;■ issuers (originators, arrangers and corporates) are provided with awide range of corporate trust solutions: securitisation and structuredfinance services, debt agency services, issuer advisory, stock optionand employee stock plans, shareholder services and management ofAnnual General Meetings;■ market and financing services are provided across all client types.These include securities lending and borrowing, foreign exchange,credit and collateral management, outsourced trading service andcash financing.WEALTH MANAGEMENTBNP Paribas Wealth Management encompasses BNP Paribas’ privatebanking activities and serves a clientele of wealthy individuals,shareholder families and entrepreneurs seeking a one-stop shop for alltheir wealth management and financial needs. This global approach isbased on a high value-added offering that includes:■ wealth planning services;■ financial services (advisory services in asset allocation, selection ofinvestment products, discretionary portfolio management);■ customised financing;■ expert diversification advice (vineyards, art, real estate andphilanthropy).The business is organised in a way that aims to consolidate the Group’spositioning in retail banking, by providing the branch networks in thedomestic markets with private banking capability, and to strengthenWealth Management’s positioning as a leading player in fast growingmarkets, particularly in Asia and the emerging markets.This growth is supported by increased cross-functionality betweengeographies and support functions, developing new talent through theWealth Management University and optimising processes and tools.With EUR 265 billion in assets under management in 2012 and about 6,100professionals in close to 28 countries, BNP Paribas Wealth Managementranks “Best Private Bank in Europe (2) ”, equal “Second Best Global PrivateBank (2) ”, “Best Foreign Private Bank” in Hong Kong (3) , no. 1 in France (4) andno. 1 for philanthropy services (4) . Other distinctions include “Best PrivateBank in Alternative Investment (5) ” and “Best Private Bank in Taiwan (5) ”.These numerous awards reflect the robustness of BNP Paribas WealthManagement’s positioning as a responsible, innovative bank, committedto delivering superior customer service.BNP PARIBAS INVESTMENT PARTNERSBNP Paribas Investment Partners (BNPP IP) is the asset management armof the BNP Paribas Group and is comprised of a network of 22 specialisedcompanies worldwide.A global investment solution provider, BNPP IP has three main distinctgroups of investment expertise:■ Multi-expertise investment capabilities: BNP Paribas AssetManagement, the largest entity in terms of assets under management,manages the major asset classes with investment teams operatingin key markets;■ Specialist Investment Partners: specialists in a particular asset classor field (mainly alternative and multi-management), operating asboutique-like structures. THEAM is the most representative example;■ Local and regional solution providers: local asset managers covering aspecific geographical region and/or clientele, the majority in emergingmarkets.With EUR 405 billion in assets under management and advisory onbehalf of external clients (6) and over 3,300 staff operating in 40 countries,BNPP IP offers a full range of investment management services to bothinstitutional clients and distributors in 70 countries.1(1) Source: BNP Paribas Securities Services figures at 31 December 2012 for assets under custody; financial releases of T op 10 competitors.(2) Source: Private Banker International 2012.(3) Source: Private Banker International 2012 Greater China Awards.(4) Source: Professional Wealth Management and The Banker.(5) Source: Asian Private Banker 2012.(6) Including distributed assets.2012 Registration document and annual financial report - BNP PARIBAS 11

1GROUPPRESENTATIONPresentation of activities and business lines1BNPP IP has offices in the world’s major financial centres, includingBrussels, Hong Kong, London, Milan, New York, Paris and Tokyo. It has astrong presence in a large number of emerging markets with local teamsin Brazil, China, India, Indonesia, Russia and Turkey, enabling it to adaptits offering to the local needs of each market. This is why BNPP IP canbe considered both a global investor and a local partner.BNPP IP is the sixth largest player in Europe and among the top twentyasset managers worldwide (1) .BNP Paribas Investment Partners combines the financial strength,distribution network and disciplined management of the BNP ParibasGroup with the reactivity, specialisation and entrepreneurial spirit ofinvestment boutiques.BNP PARIBAS REAL ESTATEWith 3,120 employees, BNP Paribas Real Estate ranks as continentalEurope’s no. 1 provider of real estate services to corporates (2) and as oneof France’s leading players in residential property. (3)Clients are the focus of its business strategy and its commercialorganisation. Its clients comprise businesses, institutional investors,private individuals, property developers and public entities. BNP ParibasReal Estate can meet their needs at every stage in a property’s life cycle,through its comprehensive range of services.■ Property development - no. 1 in commercial property in France (3) ;■ Advisory (Transaction, Consulting, Valuation) - no. 2 in France andno. 1 in Germany (4) ;■ Property Management - no. 1 in France (5) and Belgium (6) ;■ Investment Management – no. 1 in Italy and no. 3 in France (4) .This integrated offering is built around international business lines.In commercial property, BNP Paribas Real Estate supports its clients in36 countries, through a direct presence (16 countries) or via allianceswith local partners in 20 countries.In residential real estate, BNP Paribas Real Estate’s activities are chieflybased in France (Paris region and a few other big regional city areas).As a responsible corporate citizen, BNP Paribas Real Estate is engaged in anumber of programmes promoting environmental protection, architectureand training for young people.CORPORATE A ND INVESTMENT BANKINGBNP Paribas Corporate & Investment Banking (CIB) employs just over19,000 people in nearly 45 countries. BNP Paribas CIB provides its clientswith corporate banking, advisory and capital markets services. In 2012,BNP Paribas CIB contributed 25% of the BNP Paribas Group’s revenuesand 29% of its pre-tax income.BNP Paribas CIB’s 15,000 clients, consisting of corporates, financialinstitutions and investment funds, are central to its strategy andbusiness model. Staff’s main aim is to develop and maintain long-termrelationships with clients, support them in their expansion or investmentstrategy and provide global solutions to meet their financing, advisory andrisk management needs. With a strong base in Europe and far-reachingambitions in Asia and North America, BNP Paribas CIB is the Europeanpartner of choice for corporates and financial institutions worldwide.In preparation for future regulatory changes and new capitalrequirements, at the end of 2011 BNP Paribas CIB implemented anadaptation plan to reduce its dollar funding needs and its asset base.In parallel, it embarked on the transformation of its business model toenable it to continue supporting its clients in their growth. As one ofits transformative initiatives, BNP Paribas has developed an “originateto distribute” model combining its strong origination and distributioncapacities, in order to bridge the gap between borrowers’ expectationsin terms of financing and those of investors in terms of yield, by creatinga differentiated investment offer.By the end of 2012, BNP Paribas CIB had successfully completed itsadaptation plan and was one of the leading players in the market, thanksto its diversified product range and geographic reach. In recognition ofthis success, BNP Paribas was awarded the prestigious “Bank of theYear” award in December 2012 by IFR (International Financing Review).CORPORATE BANKINGCorporate Banking (CB) has two main goals: to deliver superior serviceto its clients through a closer relationship and comprehensive productoffering, and to increase its self-funding capacity.(1) Source: IPE magazine July 2012 based on assets managed at December 2011.(2) Source: Property Week, June 2012.(3) Source: Innovapresse property developer league tables, June 2012.(4) Source: Euromoney, September 2012.(5) Source: Lettre M2.(6) Source: Expertise, October 2012.122012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONPresentation of activities and business lines1Corporate Banking comprises all financing products and services forcorporate clients, from transaction banking to specialised financingsolutions, including vanilla lending, specialis ed financing (energy andcommodities, aircraft, shipping, real estate, export, leveraged financing,project, corporate acquisition financing and media telecom), cashmanagement and international trade finance. The Corporate Bankingoffer has recently been expanded with a line of products dedicated tothe gathering of corporate deposits (“Corporate Deposit” business line).Corporate Banking is organised on a regional basis, particularly in Europe,Asia and North America, in order to strengthen its local relationships andto respond to specific geographic needs of local clients.In Europe, Corporate Banking Europe (CBE) provides an integratedand homogeneous offering to its European corporate clientele, thusstrengthening the “One Bank for Corporates in Europe and Beyond”concept developed in conjunction with the Group’s four domestic markets.CBE has a team of 1,900 people serving 3,300 clients across 18 countriesthrough 29 B usiness C entres and three specialist platforms (Brussels,Paris and Geneva), an unrivalled geographic reach and local presence.In Asia, the business can build on its recognised franchises, particularly inTrade Finance with its 25 T rade C entres and in cash management whereit is ranked no. 5 (Euromoney). In the Americas, Corporate Banking is amarket leader in its various businesses operating from integrated hubsin New York and Sã o Paulo with support in 7 other offices throughoutthe region.In its ambition to provide clients with a balanced regional and globalview of the clients’ business activity, Corporate Banking has organised itsbusiness lines in line with their specific characteristics.In 2012, BNP Paribas once again enjoyed an unrivalled position inthe corporate market and remains a European leader with world widestrengths:■ No. 2 Worldwide Trade Finance Provider (Euromoney, 2012);■ No. 5 in Cash Management Worldwide (Euromoney Cash ManagementSurvey 2012);■ No. 1 Bookrunner in EMEA Syndicated Loans by number and volumeof deals (Bloomberg FY2012);■ No. 1 Bookrunner in EMEA Media Telecom Loans by number andvolume of deals (Dealogic FY2012);■ Aircraft Leasing Innovator of the Year (Global Transportation Finance– November 2012);■ Best Debt House in Western Europe (Euromoney – July 2012).CORPORATE FINANCECorporate Finance offers advisory services for mergers and acquisitionsand primary equity capital market transactions. The M&A teams adviseboth buyers and targets and also offer advice on other strategic financialissues and privatisations. Primary capital market services include IPOs,equity issues, secondary issue placements, and convertible/exchangeablebond issues.Corporate Finance employs around 400 professionals across a globalnetwork based on two main platforms, one in Europe and one in Asia,and a growing presence in the Middle East, Africa and the Americas.In M&A, BNP Paribas consolidated its T op 10 ranking in several Europeancountries. It remained no. 1 in France in 2012 on both deal numbers andvolumes (Thomson Reuters, announced and completed deals). It alsowon Euromoney’s “Best M&A House in France” again.In the primary equity market, BNP Paribas maintained its leadership inthe Europe/Middle East/Africa region in 2012, ranking no. 3 bookrunnerfor EMEA equity-linked issues and placed in the T op 10 bookrunnersfor equity capital markets issues, all categories combined, according toDealogic.FIXED INCOMEFixed Income is a global player in credit, currency and interest-rateproducts. With its headquarters in London, seven other trading floors inParis, Brussels, New York, São Paulo, Hong Kong, Singapore and Tokyo,and additional regional offices throughout Europe, the Americas, theMiddle East and Asia-Pacific, the business has more than 2,200 staffglobally.It covers a broad range of products and services extending fromorigination to sales and trading via structuring, syndication, researchand electronic platforms. The division’s global network of Fixed Incomeexperts has built a large and diversified client base of asset managers,insurance companies, banks, corporates, governments and supranationalorganisations.Teams of dedicated experts in each region help to finance the economyby meeting client needs through financing solutions such as bond issues.Fixed Income also offers its institutional client base new investmentopportunities and solutions to manage various types of risk, such asinterest rate, inflation, foreign exchange and credit risk. In 2012, FixedIncome added real value for its clients, as illustrated by its rankings inthe official league tables and awards won:2012 rankings■ No. 1 bookrunner for euro bond issues, no. 8 bookrunner forinternational bond issues in all currencies (Thomson ReutersBookrunner Rankings 2012);■ No. 2 in credit research in the “banking sector” and no. 2 in theconsumer “products and retailing sector” (Euromoney Fixed IncomeResearch Poll 2012);■ No. 1 on market share in euro fixed income derivatives for corporates(Euromoney Rates Survey 2012);■ N° 4 overall European Fixed Income - 6.2% Market Share(Greenwich Survey 2012).12012 Registration document and annual financial report - BNP PARIBAS 13

GROUP PRESENTATIONBNP Paribas and its shareholders11.5 BNP Paribas and its shareholders1SHARE C APITALAt 31 December 2011 , BNP Paribas’ share capital stood atEUR 2,415,491,972 divided into 1,207,745,986 shares. Details of thehistorical evolution of the capital are provided in the “Changes in sharecapital and earnings per share” section.In 2012, the following transactions led to changes in the number ofshares outstanding:■ 41,679,176 shares were issued in respect of the dividend payment;■ 581,181 shares were issued through the exercise of stock options;■ 4,289,709 shares were issued under an employee share offering;■ 12,034,091 shares were cancelled in accordance with the authorisationgiven under the twenty-first resolution passed at the Annual GeneralMeeting of 23 May 2012 .Thus, at 31 December 2012 , BNP Paribas’ share capital stood atEUR 2,484,523,922 divided into 1,242,261,961 shares with a par valueof EUR 2 each.The shares are all fully paid-up and are held in registered or bearer format the choice of their holders, subject to compliance with the relevantlegal provisions. None of the Bank’s shares entitle their holders to anincreased dividend or double voting rights or limit the exercise of votingrights.CHANGES IN S HARE O WNERSHIP➤ CHANGES IN THE BANK’S OWNERSHIP STRUCTURE OVER THE LAST THREE YEARSDate 31/12/2010 31/12/2011 31/12/2012ShareholderNumberof shares(in millions)% of sharecapital% ofvotingrightsNumberof shares(in millions)% of sharecapital% ofvotingrightsNumberof shares(in millions)% of sharecapital% ofvotingrightsSFPI ( * ) 127.75 10.7% 10.7% 127.75 10.6% 10.7% 127.75 10.3% 10.3%AXA 61.65 5.1% 5.2% 65.67 5.4% 5.5% 65.74 5.3% 5.3%Grand Duchy of Luxembourg 12.87 1.1% 1.1% 12.87 1.1% 1.1% 12.87 1.0% 1.0%Employees 69.63 5.8% 5.8% 74.60 6.2% 6.3% 75.42 6.1% 6.1%■ o/w corporate mutual funds 50.84 4.2% 4.2% 54.80 4.5% 4.6% 56.27 4.5% 4.5%■ o/w direct ownership 18.79 1.6% 1.6% 19.80 1.7% 1.7% 19.14 1.6% 1.6%Corporate officers 0.47 nm nm 0.58 nm nm 0.60 nm nmTreasury shares ( ** ) 2.99 0.3% - 16.48 1.4% - 3.93 0.3% -Retail shareholders 66.00 5.5% 5.5% 75.00 6.2% 6.3% 69.00 5.6% 5.6%Institutional investors 849.37 70.9% 71.1% 788.71 65.3% 66.2% 856.42 68.9% 69.2%(o/w "Socially Responsible Investors") (4.36) (0.4%) (0.4%) (5.91) (0.5%) (0.5%) (5.61) (0.5%) (0.5%)■ Europe 523.08 43.7% 43.8% 493.63 40.9% 41.4% 512.71 41.3% 41.4%■ Outside Europe 326.29 27.2% 27.3% 295.08 24.4% 24.8% 343.71 27.6% 27.8%Other and unidentified 7.42 0.6% 0.6% 46.08 3.8% 3.9% 30.54 2.5% 2.5%TOTAL 1,198.15 100% 100% 1,207.74 100% 100% 1,242.26 100% 100%(*) Société Fédérale de Participations et d’ Investissement: public-interest société anonyme (public limited company) acting on behalf of the Belgiangovernment .(**) Excluding trading desks’ working positions .2012 Registration document and annual financial report - BNP PARIBAS 15

1GROUPPRESENTATIONBNP Paribas and its shareholders1➤ BNP PARIBAS OWNERSHIP STRUCTURE AT31 DECEMBER 2012 (BASED ON VOTING RIGHTS)27.8%Non-Europeaninstitutionalinvestors41.4%Europeaninstitutionalinvestors2.5%Other and unidentified10.3%SFPI5.3%AXA1.0%Gd Duchyof Luxembourg6.1%Employeeso/w corporatemutual funds 4.5%o/w directownership 1.6%5.6%RetailshareholdersTo the Company’s knowledge, no shareholder other than SFPI or AXAowns more than 5% of its capital or voting rights.Société Fédérale de Participations et d’Investissement (SFPI) became ashareholder in BNP Paribas at the time of the integration with the Fortisgroup in 2009. During 2009, SFPI made two threshold crossing disclosuresto the Autorité des Marchés Financiers (AMF):■ on 19 May 2009 (AMF disclosure no. 209C0702), SFPI disclosed that itsinterest in BNP Paribas’ capital and voting rights had risen above the5% and 10% disclosure thresholds following its transfer of a 74.94%stake in Fortis Bank SA/NV in return for 121,218,054 BNP Paribasshares, which at the time represented 9.83% of BNP Paribas’ sharecapital and 11.59% of its voting rights. The disclosure stated thatneither the Belgian government nor SFPI were considering takingcontrol of BNP Paribas.At the same time, BNP Paribas notified the AMF (AMF disclosureno. 209C0724) that an agreement had been reached between theBelgian government, SFPI and Fortis SA/NV (renamed Ageas SA/NV atend-April 2010), giving Fortis SA/NV an option to buy the 121,218,054BNP Paribas shares issued as consideration for SFPI’s transfer of itsshares in Fortis Bank, with BNP Paribas having a right of subrogationregarding the shares concerned;■ on 4 December 2009 ( AMF disclosure no. 209C1459), SFPI disclosedthat it owned 10.8% of BNP Paribas’ capital and voting rights. Thischange mainly resulted from:■ BNP Paribas’ issue of ordinary shares in 2009,■ and the reduction in its capital through the cancellation, on26 November, of non-voting shares issued on 31 March 2009 toSociété de Prise de Participation de l’État.Since then, BNP Paribas has received no disclosures from SFPI.On 16 December 2005 , the AXA group and the BNP Paribas Group informedthe AMF (AMF disclosure no. 205C2221) about an agreement under whichthe two groups would maintain stable cross-shareholdings and reciprocalcall options exercisable in the event of a change in control affectingeither group. The two companies subsequently notifi ed the AMF on5 August 2010 (AMF disclosure no. 210C0773) that they had entered intoan agreement replacing that of December 2005 to take into account thenew rules on financial institutions drawn up by the regulators. The newagreement no longer refers to maintaining stable cross-shareholdings.LISTING I NFORMATIONWhen the shareholders of BNP and Paribas approved the merger betweenthe two banks at the Extraordinary General Meeting of 23 May 2000 ,BNP shares became BNP Paribas shares. The Euroclear-France codefor BNP Paribas is the same as the previous BNP code (13110). Since30 June 2003 , BNP Paribas shares have been registered under ISINcode FR0000131104. To help increase the number of shares held byindividual investors, BNP Paribas carried out a two-for-one share spliton 20 February 2002 , reducing the par value of the shares to EUR 2.BNP shares were first listed on the Cash Settlement Market of the ParisStock Exchange on 18 October 1993 , following privatisation, beforebeing transferred to the Monthly Settlement Market on 25 October ofthat year. When the monthly settlement system was discontinued on25 September 2000, BNP Paribas shares became eligible for Euronext’sDeferred Settlement Service (SRD). The shares are also traded on SEAQInternational in London and on the Frankfurt Stock Exchange. Since24 July 2006 they have been traded on the MTA International exchangein Milan. Since privatisation, a Level 1 144A ADR programme has beenactive in the USA, where JP Morgan Chase is the depositary bank (2 ADRscorrespond to 1 BNP Paribas share).The ADRs have been traded on OTCQX International Premier since14 July 2010 in order to provide better liquidity and clarity for USinvestors.162012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONBNP Paribas and its shareholders1BNP became a constituent of the CAC 40 index on 17 November 1993 and ofthe EURO STOXX 50 index on 1 November 1999 . Since 18 September 2000 ,it has been a constituent of the Dow Jones STOXX 50 index. In 2007,BNP Paribas joined the Global Titans 50, an index comprising the 50largest corporations worldwide. BNP Paribas shares are also included inthe main benchmark indexes for sustainable development: Aspi Eurozone,FTSE4Good (Global and Europe 50), DJSI World and Ethibel. All of theselistings foster liquidity and share price appreciation, as the BNP Paribasshare is necessarily a component of every portfolio and fund that tracksthe performance of these indexes.1➤ SHARE PERFORMANCE BETWEEN 31 DECEMBER 2009 AND 31 DECEMBER 2012Comparison with the DJ EURO STOXX Banks, DJ STOXX Banks and CAC 40 indexes (rebased on share price)Euros70605040France CAC40BNP ParibasDJ STOXX Banks30DJ EURO STOXX Banks201031/12/0928/02/1030/04/1030/06/1031/08/1031/10/1031/12/1028/02/1130/04/1130/06/1131/08/1131/10/1131/12/1128/02/1230/04/1230/06/1231/08/1231/10/1231/12/12Source: Datastream.2012 Registration document and annual financial report - BNP PARIBAS 17

1GROUPPRESENTATIONBNP Paribas and its shareholders1➤ AVERAGE MONTHLY SHARE PRICES AND MONTHLY HIGHS AND LOWS SINCE JANUARY 201170High LowAverage6056.6552.13 52.86 52.62 53.32 52.08 48.1650403036.8443.4628.86 31.78 29.07 30.30 32.19 35.77 37.31 39.31 40.6538.1331.2233.7927.51 28.33 29.5220100Jan. 11 55.4847.3258.9754.6555.1250.3454.7050.1354.6251.3253.8050.1654.5443.6343.6832.7235.6523.0636.3527.1832.2424.8033.1627.7536.0527.90Feb. 11March 11April 11May 11June 11July 11August 11Sept. 11Oct. 11Nov. 11Dec. 11Jan. 12Feb. 12March 12April 12May 12June 12July 12August 12Sept. 12Oct. 12Nov. 12Dec. 1237.4633.5239.0735.0035.7028.4030.3524.9630.3426.7931.6526.4635.2329.4540.2034.5141.7837.6942.9538.6444.5642.34■ Between 31 December 2009 and 31 December 2012 , the share price fellfrom EUR 55.90 to EUR 42.59, a decline of 23.8% against a 7.5% declinefor the CAC 40, a 48.9% fall for the DJ EURO STOXX Banks (index ofbanking stocks in the euro area) and a 26.5% drop for the DJ STOXXBanks (index of banking stocks in Europe).In 2012, the BNP Paribas share price increased by 40.3%, closingat EUR 42.59 on 31 December 2012 , the last day of trading. It thusoutperformed the CAC 40 (+15.2%), the DJ STOXX Banks (+23.1%) andDJ Euro STOXX Banks (+12.0%).In the first quarter of 2012, the price of European banking sharesbounced back following liquidity operations launched by the ECB,with the implementation of LTRO 1 in December 2011 and LTRO 2in February 2012. However, from April to July of 2012, banks wereaffected by the re-emergence of fears over euro zone-country debt,and by the difficulty experienced by euro zone countries to articulatea coordinated response. The ECB’s buyback, under certain conditions,of public debt with a maturity exceeding three years enabled bankingshares to recover during the second quarter.■ At 31 December 2012 , BNP Paribas’ market capitalisation wasEUR 53.4 billion, ranking it 5th among CAC 40 stocks (6th at the endof 2011). In terms of free float, BNP Paribas ranked 3rd among CAC 40stocks (unchanged since 2011). BNP Paribas had the 10th largest freefloat in the DJ EURO STOXX 50 index at end-2012, up from 15th placea year earlier.■ Daily trading volume on Euronext Paris averaged 6,652,835 shares in2012, down 5.86% from 7,066,999 a year earlier. Including the volumestraded on MTFs (Multilateral Trading Facilities), daily trading volumeaveraged 9,926,398 in 2012 (source: TAG Audit), down 4.58% from10,403,586 in 2011. The decrease in volume was substantial in thesecond quarter.182012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONBNP Paribas and its shareholders1➤ TRADING VOLUME ON EURONEXT PARIS IN 2012 (DAILY AVERAGE)EUR millionThousands of shares1284.6241.4279.6229.5241.4 245.1206.4256.5175.4172.6163.7182.66,9706,7466,5779,1928,7919,8006,9955,2526,7164,3784,0394,379JanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecemberSource: NYSE-Euronext Paris.➤ TRADING VOLUME IN 2012 (DAILY AVERAGE)420.6 368.4406.0EUR millionThousands of shares341.7 370.8 380.7304.7380.6260.1269.1259.7254.210,38210,36010,20713,58013,41914,26810,3297,7809,9536,8286,4116,024JanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecemberSource: TAG Audit.2012 Registration document and annual financial report - BNP PARIBAS 19

1GROUPPRESENTATIONBNP Paribas and its shareholders1KEY S HAREHOLDER D ATAIn euros 2008 2009 2010 2011 2012Earnings per share (1) ( * ) 2.99 5.20 6.33 4.82 5.16Net assets per share (2) ( * ) 47.31 50.93 55.48 58.25 60.80Net dividend per share ( * ) 0.97 1.50 2.10 1.20 1.50 (3)Payout rate (%) (4) 33.0 32.3 33.4 25.1 29.7 (3)Share priceHigh (5) ( * ) 73.29 58.58 60.38 59.93 44.83Low (5) ( * ) 27.70 20.08 40.81 22.72 24.54Year-end ( * ) 29.40 55.90 47.61 30.35 42.61CAC 40 index on 31 December 3,217.97 3,936.33 3,804.78 3,159.81 3,641.07(1) Based on the average number of shares outstanding during the year.(2) Before dividends. Net carrying value based on the number of shares outstanding at year-end.(3) Subject to approval at the Annual General Meeting of 15 May 2013.(4) Dividend recommended at the Annual General Meeting expressed as a percentage of earnings per share.(5) Registered during trading .(*) Data in the above table have been adjusted to reflect the share issue with preferential subscription rights between 30 September and 13 October 2009(adjustment coefficient=0.971895).CREATING VALUE FOR SHAREHOLDERSTOTAL SHAREHOLDER RETURN (TSR)Calculation parameters■ Dividends reinvested in BNP shares then BNP Paribas shares; 50%tax credit included until tax credit system abolished in early 2005.■ Exercise of pre-emptive rights during the rights issues in March 2006and October 2009.■ Returns stated gross, i.e. before any tax payments or brokerage fees.Calculation resultsThe following table indicates, for various periods ending on31 December 2012 , the total return on a BNP share, then a BNP Paribasshare, as well as the effective annual rate of return.202012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONBNP Paribas and its shareholders1Holding periodInvestment dateShare priceat the investmentdateNumber of sharesat end of calculationperiodInitialinvestmentmultiplied byEffective annualrate of returnSince privatisation 18/10/1993 36.59 4.1938 4.8809 8.60%19 years 03/01/1994 43.31 3.8188 3.755 7.21%18 years 03/01/1995 37.2 3.7492 4.292 8.43%17 years 02/01/1996 33.57 3.6711 4.657 9.47%16 years 02/01/1997 30.4 3.5643 4.993 10.57%15 years 02/01/1998 48.86 3.4533 3.01 7.62%14 years 04/01/1999 73.05 3.3821 1.972 4.97%Since inception of BNP Paribas 01/09/1999 72.7 3.2905 1.9724 5.04%13 years 03/01/2000 92 3.2905 1.523 3.29%12 years 02/01/2001 94.5 3.201 1.443 3.10%11 years 02/01/2002 100.4 3.097 1.314 2.51%10 years 02/01/2003 39.41 1.4987 1.619 4.94%9 years 02/01/2004 49.7 1.4414 1.235 2.37%8 years 03/01/2005 53.4 1.3819 1.102 1.22%7 years 02/01/2006 68.45 1.3329 0.829 -2.64%6 years 02/01/2007 83.5 1.2772 0.651 -6.90%5 years 02/01/2008 74.06 1.2343 0.71 -6.63%4 years 02/01/2009 30.5 1.1744 1.64 13.17%3 years 02/01/2010 56.11 1.1177 0.848 -5.34%2 years 03/01/2011 48.3 1.0851 0.957 -2.20%1 year 02/01/2012 30.45 1.0435 1.459 46.08%1BNP Paribas uses below two comparative methods to measure the value created for shareholders, based on a long/medium-term investment periodreflecting the length of time during which the majority of individual investors hold their BNP Paribas shares.FIVE-YEAR COMPARISON OF ANINVESTMENT IN BNP PARIBAS SHARESAT AN OPENING PRICE OF EUR 74.06 ON2 JANUARY 2008 WITH THE “LIVRETA” PASSBOOK SAVINGS ACCOUNT ANDMEDIUM-TERM GOVERNMENT BONDSIn this calculation, we assess the creation of shareholder value bycomparing an investment in BNP Paribas shares with two “risk-free”investments: the “Livret A” passbook savings account and medium-termFrench government notes (OATs).Total shareholder return on an investment inBNP Paribas shares■ Initial investment = 1 share at the opening price on2 January 2008 = EUR 74.06.■ Dividends reinvested.■ Preferential subscription rights exercised in the October 2009 rightsissue.■ Value at 31 December 2012 : 1.2343 share at EUR 42.585, i.e. EUR 52.56.■ Effective annual rate of return: -6.66% per year.Investment of EUR 74.06 on 1 January 2008 in a“Livret A” passbook accountThe interest rate on the investment date was 3%. The interest rate wasincreased twice in 2008, to 3.50% on 1 February and to 4.00% on 1 August.In 2009, the rate was gradually reduced to 2.50% on 1 February, 1.75% on1 May and 1.25% on 1 August. It was increased to 1.75% on 1 August 2010,to 2% on 1 February 2011 and to 2.25% on 1 August 2011. This rateapplied throughout 2012. At 31 December 2012 , this investment wasworth EUR 82.87, an increase of EUR 8.81 (+11.89%).2012 Registration document and annual financial report - BNP PARIBAS 21

1GROUPPRESENTATIONBNP Paribas and its shareholders1Investment of EUR 74.06 on 1 January 2008in five-year French government bondsThe five-year BTAN (Bon du Trésor à intérêt Annuel) yield was 4.2076%.At the end of each subsequent year, interest income is reinvested in asimilar note on the following terms:■ 2.241% (BTAN) in January 2009 for 4 years;■ 1.821% (BTAN) in January 2010 for 3 years;■ 0.909% (BTAN) in January 2011 for 2 years;■ 1.974% in January 2012 for 1 year (Euribor).At the end of five years, the accrued value of the investment is EUR 90.22,an increase of EUR 16.16 (+21.82%).COMMUNICATION WITH SHAREHOLDERSBNP Paribas endeavours to provide all shareholders with clear, consistent,high-quality information at regular intervals, in accordance with bestmarket practice and the recommendations of stock market authorities.The Investor Relations team informs institutional investors and financialanalysts of the Group’s strategies, major events concerning the Group’sbusiness and, of course, the Group’s quarterly results.In 2013, the timetable is as follows (1) :■ 14 February 2013: publication of 2012 results;■ 3 May 2013: first quarter 2013 figures;■ 31 July 2013: publication of 2013 second quarter and half-year results;■ 31 October 2013: results for the third quarter and first nine monthsof 2013.Informative briefings are organised several times a year, when the annualand half-year results are released, or on specific topics, providing seniormanagement with an opportunity to present the BNP Paribas G roup andits strategy. More specifically, a Relations Officer is responsible for liaisingwith managers of ethical and socially responsible funds.The Individual Shareholder Relations Department provides informationand deals with queries from the Group’s 560,000 or so individualshareholders (source: 31 December 2012 TPI Survey). A half-yearlyfinancial newsletter informs both members of the “Cercle BNP Paribas”and other shareholders of Group developments, and a summary of thematters discussed during the Annual General Meeting is sent out inearly July. During the year, individual shareholders are invited to attendpresentations in French cities, during which the Group’s accomplishmentsand strategy are presented by General Management (in 2012 there weremeetings in Lyon on 27 June, at Saint-Germain- e n- Laye on 11 Septemberand in Nice on 25 October). BNP Paribas representatives also met andspoke with over 1,000 people at the ACTIONARIA shareholder fair held inParis on 23 and 24 November 2012.In 1995, the “Cercle BNP Paribas” was set up for individual shareholdersholding at least 200 shares. The Cercle currently has 68,000 shareholdermembers. Every year, alternating with three financial newsletters, threeissues of “La Vie du Cercle” are sent to shareholders. This is a publicationinviting them to take part in artistic, sporting and cultural events withwhich BNP Paribas is associated, as well as training sessions. Theseinclude trading in equities (technical analysis, financial research, placingorders etc.), private asset management and warrants. Economic updatesessions are also organised by the relevant BNP Paribas teams. The Bankregularly organises scientific conferences and visits to industrial sites.These events are held in Paris and the provinces, on weekdays and at theweekend, to enable as many people as possible to attend. To illustratethe variety on offer, more than 450 events were organised for more than15,000 participants in 2012. Shareholders can obtain information aboutthese services by dialling a special French toll-free number: 0800 666777. A telephone news service can also be accessed through the samenumber, offering a wide range of information to BNP Paribas shareholders,such as the share price, shareholders’ events, news and interviews. Thereis also a Cercle des Actionnaires website (cercle-actionnaires.bnpparibas.com), which features all offers and services available, including thoseavailable through the Cercle membership card.The BNP Paribas website (http://invest.bnpparibas.com) can be consultedin both French and English, with some documents available in Italian andDutch. It provides information on the Group, including press releases, keyfigures and details of significant developments and events. All financialdocuments such as Annual Reports and Registration documents canalso be viewed and downloaded. The financial calendar gives the datesof important forthcoming events, such as the Annual General Meeting,results announcements and shareholder seminars. Publications compiledby the Bank’s Economic Research unit can be viewed on the website. Thewebsite also features the latest share performance data and comparisonswith major indexes, as well as a tool for calculating returns.(1) Subject to alteration.222012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONBNP Paribas and its shareholders1The Investors and Shareholders section now includes all reports andpresentations concerning the Bank’s business and strategy aimed atall audiences (individual shareholders, institutional investors, assetmanagers and financial analysts). The website also has a sectionentitled “To be a shareholder”, which was more specifically designedwith individual shareholders in mind, offering information tailored totheir needs and details of proposed events. In addition, there is a specificsection dedicated to the Annual General Meeting of Shareholders, whichincludes information regarding the attending of the meeting, ways ofvoting, practical matters, as well as a presentation of the resolutions andthe complete text of all speeches made by corporate officers. Webcastsof the Annual General Meeting can be viewed on the Bank’s website. Inresponse to the expectations of individual shareholders and investors,and to meet increasingly strict transparency and regulatory disclosurerequirements, BNP Paribas regularly adds sections to its website andimproves existing sections with enhanced content (particularly as regardsthe glossary) and new functions.1SHAREHOLDER L IAISON C OMMITTEEAfter its formation in 2000, BNP Paribas decided to create a ShareholderLiaison Committee to help the Group improve communications with itsindividual shareholders. At the Shareholders’ Meeting that approved theBNP Paribas merger, the Chairman of BNP Paribas initiated the processof appointing members to this committee, which was fully establishedin late 2000.Headed by Baudouin Prot, the committee includes ten shareholders whoare both geographically and socio-economically representative of theindividual shareholder population, along with two employees or formeremployees. Each member serves a three-year term. When their termsexpire, announcements are published in the press and/or in the Group’svarious financial publications, inviting new candidates to come forward.Any shareholder can become a candidate.At 31 December 2012 , the members of the Liaison Committee were asfollows:■ Baudouin Prot, Chairman;■ Georges Bouchard, resident of the Yvelines department;■ Franck Deleau, resident of the Lot department;■ Jean-Louis Dervin, resident of the Calvados department;■ Jacques de Juvigny, resident of the Bas Rhin department;■ André Laplanche, resident of the Vaucluse department;■ Jean-Marie Laurent, resident of the Oise department;■ Dyna Peter-Ott, resident of the Bas Rhin department;■ Jean-Luc Robaux, resident of the Meurthe-et-Moselle department;■ Chantal Thiebaut, resident of the Meurthe-et-Moselle department;■ Thierry de Vignet, resident of the Dordogne department;■ Anny Jans, BNP Paribas employee, residing in Belgium;■ Odile Uzan-Fernandes, BNP Paribas employee, residing in Paris.In accordance with the committee’s Charter – i.e. the Internal Rulesthat all committee members have adopted – the committee met twicein 2012, on 23 March and on 4 October, in addition to taking part in theAnnual General Meeting and attending the ACTIONARIA shareholder fair.The main topics of discussion included:■ BNP Paribas’ ownership structure and changes therein, particularlyamong individual shareholders;■ the periodical publications which provide information on the Group’sachievements and strategy;■ proposals submitted to “Cercle des Actionnaires” members;■ the draft 2011 Registration document and Annual Report;■ quarterly results presentations;■ initiatives taken in preparation for the Annual General Meeting;■ the Bank’s participation in the ACTIONARIA shareholder fair. At thisevent, several Liaison Committee members explained the role playedby the committee to people who visited the Group’s stand.The Liaison Committee members were also consulted during the Brand,Communication and Quality Department’s survey on the relevance of thecontent and form of our written materials for different types of investors.2012 Registration document and annual financial report - BNP PARIBAS 23

1GROUPPRESENTATIONBNP Paribas and its shareholders1DIVIDENDAt the 15 May 2013 Annual General Meeting, the Board of Directorswill recommend a dividend of EUR 1.50 per share, an increase of 25%relative to 2012. The shares will go ex-dividend on 21 May and thedividend will be paid on 24 May 2013, subject to approval at the AnnualGeneral Meeting.The total amount of the proposed payout is EUR 1,863 million, comparedwith EUR 1,449 million in 2012, representing an increase of 28.6%. Thepayout rate is 29.7%. (1)DIVIDEND E VOLUTION (E URO P ER S HARE)3.013.262.531.932.101.401.501.50 (*)0.720.851.091.16 1.160.971.20199819992000200120022003200420052006200720082009201020112012(*) Subject to the approval from the Annual General Meeting of 15 May 2013 .Dividends for 1998-2008 have been adjusted to reflect:■ the two-for-one share split carried out on 20 February 2002;■ capital increases with preferential subscription rights maintained in March 2006 and between 30 September and 13 October 2009.The Group’s objective is to adjust the dividend to reflect variations in income and to optimise management of available capital.Timeframe for claiming dividends: after five years, any unclaimed dividends will be forfeited and paid to the French Treasury, in accordance withapplicable legislation.(1) Dividend recommended at the 15 May 2013 Annual General Meeting expressed as a percentage of net income Group share.242012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONBNP Paribas and its shareholders1BNP PARIBAS R EGISTERED S HARESAt 31 December 2012, 57,740 shareholders held BNP Paribas registeredshares.REGISTERED SHARES HELD DIRECTLY WITHBNP PARIBASShareholders who hold registered shares directly with BNP Paribas:■ automatically receive all documents regarding the Bank which aresent to shareholders;■ can call a French toll-free number (0800 600 700) to place buy andsell orders (1) and to obtain any information;■ benefit from special, discounted brokerage fees;■ have access to “PlanetShares” (https://planetshares.bnpparibas.com),a fully secure dedicated web server, allowing them to view registeredshare accounts and account movements, as well as place and trackorders (1) ;■ are automatically invited to Annual General Meetings without the needfor an ownership certificate;■ may receive notice of meetings by Internet;■ and, of course, pay no custody fees.Holding registered shares directly with BNP Paribas is not compatiblewith registering them in a PEA tax-efficient share saving plan, due to thespecific regulations and procedures applying to those plans. Savers whoseshares are held in a PEA and who want to hold them in “registered form ”can opt to hold them in an administered account (see below).REGISTERED SHARES HELD IN ANADMINISTERED ACCOUNTBNP Paribas is also extending its administered share account servicesto institutional shareholders. For institutional shareholders, this type ofaccount combines the main benefits of holding shares in bearer form withthose of holding registered shares directly with BNP Paribas:■ shares can be sold at any time, through the shareholder’s usual broker;■ the shareholder can have a single share account, backed by a cashaccount;■ the shareholder is automatically invited to attend and vote at AnnualGeneral Meetings, without the invitation being sent through a thirdparty;■ shareholders may receive notice of meetings and vote at AnnualGeneral Meetings online.1ANNUAL GENERAL MEETINGThe last Annual General Meeting took place on 23 May 2012. The textof the resolutions and the video of the meeting can be viewed on theBNP Paribas website, which is where the original live webcast was shown.The composition of the quorum and the results of the votes cast onresolutions were posted online the day after the meeting. The meetingwas also covered by publications in the specialist press and a specificletter was sent to shareholders summarising the meeting.The quorum broke down as follows:➤ BREAKDOWN OF QUORUMNumber ofshareholders (%) Shares (%)Present 1,789 14.81% 274,725,751 35.54%Proxy given to spouse or another shareholder 54 0.45% 28,878 0.00%Proxy given to Chairman 6,072 50.27% 28,879,084 3.74%Postal votes 4,164 34.47% 469,384,354 60.72%TOTAL 12,079 100.00% 773,018,067 100.00%Of which online 447 3.70% 572,459 0.07%QuorumNumber of ordinary shares (excluding treasury stock) 1,191,680,164 64.86%(1) Subject to their having previously signed a “brokerage service agreement” (free of charge).2012 Registration document and annual financial report - BNP PARIBAS 25

1GROUPPRESENTATIONBNP Paribas and its shareholders1All resolutions proposed to the shareholders were approved.➤ ANNUAL GENERAL MEETING OF 23 MAY 2012RESULTSRATE OF APPROVALORDINARY MEETINGFirst resolution: approval of the parent company financial statements for the year 2011 99.50%Second resolution: approval of the consolidated financial statements for the year 2011 99.79%Third resolution: appropriation of net income and dividend distribution 99.56%Fourth resolution: Statutory Auditors' special report on re lated party agreements and commitments governed byArticles L.225-38 et seq. of the French Commercial Code 93.59%Fifth resolution: authorisation for BNP Paribas to buy back its own shares 99.57%Sixth resolution: reappointment of principal Statutory Auditors and deputy Statutory Auditors, whose terms haveexpired 95.48%Seventh resolution: reappointment of principal Statutory Auditors and deputy Statutory Auditors, whose terms haveexpired 97.77%Eighth resolution: reappointment of principal Statutory Auditors, whose term has expired, and appointment of a newdeputy statutory auditor 92.94%Ninth resolution: renewal of the term of office of Denis Kessler as a Director 65.67%Tenth resolution: renewal of the term of office of Laurence Parisot as a Director 95.40%Eleventh resolution: renewal of the term of office of Michel Pébereau as a Director 76.75%Twelfth resolution: Appointment of Pierre-André de Chalendar as a Director 98.11%EXTRAORDINARY MEETINGThirteenth resolution: authorisation to issue ordinary shares and share equivalents, with pre-emptive rights for existingshareholders maintained 95.28%Fourteenth resolution: authorisation to issue ordinary shares and share equivalents, with pre-emptive rights for existingshareholders waived 86.98%Fifteenth resolution: authorisation to issue ordinary shares and share equivalents, with pre-emptive rights for existingshareholders waived, in consideration for securities tendered to public exchange offers 88.32%Sixteenth resolution: authorisation to issue ordinary shares and share equivalents, with pre-emptive rights for existingshareholders waived, in consideration for securities tendered to contributions of unlisted shares (up to a maximum of10% of the capital) 92.46%Seventeenth resolution: blanket limit on authorisations to issue shares with pre-emptive rights for existingshareholders waived 90.26%Eighteenth resolution: issue of shares to be paid up by capitalising income, retained earnings or additional paid-incapital 99.47%Nineteenth resolution: blanket limit on authorisations to issue shares with or without pre-emptive rights for existingshareholders 93.67%Twentieth resolution: authorisation to carry out transactions reserved for members of the Corporate Savings Plan 97.23%Twenty-first resolution: authorisation to reduce the share capital by cancelling shares 98.88%Twenty-second resolution: powers to carry out formalities 99.84%The 2012 Annual General Meeting was an additional opportunity forBNP Paribas to demonstrate its commitment to sustainable development,and to social and environmental responsibility.BNP Paribas seeks to create value consistently, to show its quality andits respect not only for “traditional” partners comprising shareholders,clients and employees, but also for the environment and communityat large.The Group considered it appropriate that these principles and values bereflected in its Annual General Meetings. As a result, a decision was taken,in conjunction with the Shareholder Liaison Committee, to donate EUR 12for every investor attending the meeting to the “Coup de pouce aux projetsdu personnel” (a helping hand for employee projects) programme. Theprogramme was specifically developed by the BNP Paribas Foundationto encourage public-interest initiatives for which Bank staff personallyvolunteer their time and efforts.The sums collected (EUR 21,468 in 2012) are donated in addition to thefunds that the Bank already grants to this programme via the BNP ParibasFoundation, which operates under the aegis of the Fondation de France.Total 2012 contributions were ultimately divided between 51 projects,262012 Registration document and annual financial report - BNP PARIBAS

GROUP PRESENTATIONBNP Paribas and its shareholders1all of which were initiated by BNP Paribas staff. Of those 51 projects,most were in Europe (33), while 12 were in Africa and 6 in Asia. Thesums awarded varied from EUR 1,000 to EUR 4,000 according to thescale of the project, its nature and the commitment of employees. Theprojects mainly involved community outreach (education, poverty andintegration), humanitarian aid, and healthcare and disability.The allocation of funds is contained in the notice convening the nextAnnual General Meeting.The procedures for BNP Paribas’ Annual General Meetings are defined inarticle 18 of the Bank’s Articles of a ssociation.The Board of Directors calls an Ordinary General Meeting at least oncea year to vote on the agenda set by the Board.The Board may call Extraordinary General Meetings for the purposeof amending the Articles of a ssociation, and especially to increase theBank’s share capital. Resolutions are adopted by a two-thirds majorityof shareholders present or represented.The combined Ordinary and Extraordinary General Meeting may be calledin a single notice of meeting and held on the same date. BNP Paribaswill hold its next combined Ordinary and Extraordinary General Meetingon 15 May 2013 (1) .NOTICE OF MEETINGSFor combined Ordinary and Extraordinary General Meetings:■ holders of registered shares are notified by post; the convening noticecontains the agenda, the draft resolutions and a postal voting form.Having given their prior agreement, 6.2% of holders of registeredshares were sent convening notices via the I nternet;■ holders of bearer shares are notified via announcements in thepress, particularly investor and financial journals. In addition to legalrequirements, and in order to boost attendance, BNP Paribas sendsconvening notices and a postal voting form to shareholders who ownover a certain number of shares (set at 250 shares in 2012);These same documents may be accessed freely on the website:■ in total, more than 86,000 of the Bank’s shareholders personallyreceived the information needed to participate in 2012;■ staff at all BNP Paribas branches is specifically trained to provide thenecessary assistance and carry out the required formalities.ATTENDANCE AT MEETINGSAny holder of shares may gain admittance to a General Meeting, providedthat shares have been recorded in their accounts for at least three tradingdays. Holders of bearer shares must in addition present an entry card orcertificate stating the ownership of the shares.VOTINGShareholders who are unable to attend an Annual General Meetingmay complete and return to BNP Paribas the postal voting form/proxyenclosed with the convening notice. This document enables them toeither:■ vote by post;■ give their proxy to their spouse or any other individual or legal entity;■ give their proxy to the Chairman of the Meeting or indicate no proxy.Shareholders or their proxies present at the meeting are given thenecessary equipment to cast their votes. Since the Annual GeneralMeeting of 13 May 1998, BNP Paribas has used an electronic votingsystem.Since the Meeting of 28 May 2004, shareholders can use adedicated, secure I nternet server to send all the requisiteattendance documents prior to Annual General Meeting(https://gisproxy.bnpparibas.com/bnpparibas.pg).1DISCLOSURE THRESHOLDSIn addition to the legal thresholds, and in accordance with article 5 ofthe Articles of a ssociation, any shareholder, whether acting alone or inconcert, who comes to hold directly or indirectly at least 0.5% of thecapital or voting rights of BNP Paribas, or any multiple of that percentageup to 5%, is required to notify BNP Paribas by registered letter withreturn receipt.Once the 5% threshold is reached, shareholders are required to discloseany increase in their interest representing a multiple of 1% of the capitalor voting rights of BNP Paribas.The disclosures described in the previous two paragraphs shall also applywhen the shareholding falls below the above-mentioned thresholds.In the case of failure to comply with these disclosure requirements, theundisclosed shares will be stripped of voting rights at the request of oneor more shareholders who hold a combined interest of at least 2% of thecapital or voting rights of BNP Paribas.(1) Subject to alteration.2012 Registration document and annual financial report - BNP PARIBAS 27

1GROUPPRESENTATION1282012 Registration document and annual financial report - BNP PARIBAS

2 CORPORATE GOVERNANCE2.1 Board of Directors 30Membership of the Board of Directors 30Other Corporate Officers 41Compensation 43Summary of reported transactions on BNP Paribas stock 442.2 Report of the Chairman of the Board of Directors on the mannerof preparation and organisation of the work of the Boardand on the internal control procedures implemented by the company 45Corporate governance at BNP Paribas 45Internal control 63Internal control procedures related to the preparation and processing of accountingand financial information 682.3 Statutory Auditors’ report, prepared in accordance with article L.225-235of the French Commercial Code on the report prepared by the Chairmanof the Board of Directors of BNP Paribas 732.4 Executive Committee 742012 Registration document and annual financial report - BNP PARIBAS 29

2CORPORATEGOVERNANCEBoard of Directors2.1 Board of Directors2MEMBERSHIP O F T HE BOARD O F DIRECTORSBaudouin PROTPrincipal function (1) : Chairman of the BNP Paribas Board of DirectorsDate of birth: 24 May 1951Term start and end dates: 11 May 2011 – 2014 AGMFirst elected to the Board on: 7 March 2000Number of BNP Paribas shares held (2) : 146,129Office address: 3, rue d’Anti n75002 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chairman of the Board ofDirectors of: BNP Paribas (from1 December 2011)Director of: Pinault-Printemps-Redoute, Veolia Environnement,Erbé SA (Belgium), PargesaHolding SA (Switzerland)Member of: Vice-Chairmanof the IMC (The InternationalMonetary Conference), Instituteof International Finance (IIF),International Advisory Panel ofthe MAS (Monetary Authority ofSingapore)2010:Chief Executive Officer andDirector of: BNP ParibasDirector of: Pinault-Printemps-Redoute, Veolia Environnement,Erbé SA (Belgium), PargesaHolding SA (Switzerland)Member of: ExecutiveCommittee of FédérationBancaire FrançaiseFunctions at 31 December 2012 (1)Director of: Pinault-Printemps-Redoute, Veolia Environnement,Lafarge, Erbé SA (Belgium), Pargesa Holding SA (Switzerland),Institute of International Finance (IIF)Chairman of: International Monetary Conference (IMC)Member of: International Advisory Panel of the Monetary Authorityof Singapore (MAS), International Business Leaders’ AdvisoryCouncil (IBLAC) of the city of Shanghai2009:Chief Executive Officer andDirector of: BNP ParibasDirector of: Accor, Pinault-Printemps-Redoute, VeoliaEnvironnement, Erbé SA(Belgium), Pargesa Holding SA(Switzerland)Chairman of: FédérationBancaire Française fromSeptember 2009 toAugust 2010Member of: ExecutiveCommittee of FédérationBancaire Française(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2008:Chief Executive Officer andDirector of: BNP ParibasDirector of: Accor, Pinault-Printemps-Redoute, VeoliaEnvironnement, Erbé SA(Belgium), Pargesa Holding SA(Switzerland)Member of: ExecutiveCommittee of FédérationBancaire Française302012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEBoard of Directors2Michel PÉBEREAUPrincipal function (1) : Honorary Chairman of BNP ParibasDate of birth: 23 January 1942Term start and end dates: 23 May 2012 – 2015 AGMFirst elected to the Board on: 14 May 1993Number of BNP Paribas shares held (2) : 231,772Office address: 3, rue d’Anti n75002 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Honorary Chairmanof BNP Paribas (from1 December 2011)Director of: AXA, Compagnie deSaint-Gobain, Lafarge, Total,BNP Paribas (Switzerland) SA,Eads N.V. (Netherlands), PargesaHolding SA (Switzerland)Member of the SupervisoryBoard of: Banque Marocainepour le Commerce et l’Industrie(Morocco)Non-voting Director of: SociétéAnonyme des Galeries LafayetteChairman of: Management Boardof Institut d’É tudes Politiques deParisMember of: Académie dessciences morales et politiques,Executive Committee ofMouvement des Entreprises deFrance, International BusinessLeaders’ Advisory Council for theMayor of Shanghai (IBLAC)2010:Chairman of the Board ofDirectors of: BNP ParibasDirector of: AXA, Compagnie deSaint-Gobain, Lafarge, Total,BNP Paribas (Switzerland)SA, Eads N.V. (Netherlands),Pargesa Holding SA(Switzerland)Member of the SupervisoryBoard of: Banque Marocainepour le Commerce et l’Industrie(Morocco)Non-voting Director of:Société Anonyme des GaleriesLafayetteChairman of: EuropeanFinancial Round Table,Investment Banking andFinancial Markets Committeeof Fédération BancaireFrançaise, Management Boardof Institut d’Études Politiquesde Paris, Institut de l’entrepriseMember of: Académie desSciences morales et politiques,Executive Committee ofMouvement des Entreprisesde France, Haut Conseilde l’Éducation, InstitutInternational d’ÉtudesBancaires, InternationalAdvisory Panel of the MonetaryAuthority of Singapore,International Capital MarketsAdvisory Committee of theFederal Reserve Bank of NewYork, International BusinessLeaders’ Advisory Council forthe Mayor of Shanghai (IBLAC)Functions at 31 December 2012 (1)Director of: AXA, Compagnie de Saint-Gobain, Total, BNP Paribas(Switzerland) SA, Eads N.V. (Netherlands), Pargesa Holding SA(Switzerland)Member of the Supervisory Board of: Banque Marocaine pour leCommerce et l’Industrie (Morocco)Non-voting Director of: Société Anonyme des Galeries LafayetteChairman of: Management Board of Institut d’Études Politiques deParis, Fondation BNP ParibasHonorary Chairman of: Crédit Commercial de France, SupervisoryBoard of Institut Aspen, Institut de l’e ntrepriseMember of: Académie des sciences morales et politiques, ExecutiveCommittee of Mouvement des Entreprises de France, SteeringCommittee of Institut de l’e ntreprise, Fondation Nationale desSciences Politiques, Fondation ARC2009:Chairman of the Board ofDirectors of: BNP ParibasDirector of: Lafarge, Compagniede Saint-Gobain, Total,BNP Paribas (Switzerland) SA,Eads N.V. (Netherlands),Pargesa Holding SA(Switzerland)Member of the SupervisoryBoard of: AXA, BanqueMarocaine pour le Commerceet l’Industrie (Morocco)Non-voting Director of:Société Anonyme des GaleriesLafayetteChairman of: InvestmentBanking and FinancialMarkets Committee ofFédération Bancaire Française,Management Board of Institutd’Études Politiques de Paris,Supervisory Board of InstitutAspen France, EuropeanFinancial Round Table,Institut de l’entrepriseMember of: Académie desSciences morales et politiques,Executive Committee ofMouvement des Entreprisesde France, Haut Conseilde l’Éducation, InstitutInternational d’ÉtudesBancaires, InternationalAdvisory Panel of the MonetaryAuthority of Singapore,International Capital MarketsAdvisory Committee of theFederal Reserve Bank of NewYork, International BusinessLeaders’ Advisory Council forthe Mayor of Shanghai (IBLAC)(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2008:Chairman of the Board ofDirectors of: BNP ParibasDirector of: Lafarge, Compagniede Saint-Gobain, Total,BNP Paribas (Switzerland) SA,Eads N.V. (Netherlands),Pargesa Holding SA(Switzerland)Member of the SupervisoryBoard of: AXA, BanqueMarocaine pour le Commerceet l’Industrie (Morocco)Non-voting Director of:Société Anonyme des GaleriesLafayetteChairman of: InvestmentBanking and FinancialMarkets Committee ofFédération Bancaire Française,Management Board of Institutd’Études Politiques de Paris,Supervisory Board of InstitutAspen France, Institut del’entrepriseMember of: Académie desSciences morales et politiques,Executive Committee ofMouvement des Entreprisesde France, Haut Conseilde l’Éducation, EuropeanFinancial Round Table,Institut International d’ÉtudesBancaires, InternationalAdvisory Panel of the MonetaryAuthority of Singapore,International Capital MarketsAdvisory Committee of theFederal Reserve Bank of NewYork, International BusinessLeaders’ Advisory Council forthe Mayor of Shanghai (IBLAC)22012 Registration document and annual financial report - BNP PARIBAS 31

2CORPORATEGOVERNANCEBoard of DirectorsClaude BÉBÉARPrincipal function (1) : Honorary Chairman of AXA2Date of birth: 29 July 1935Term start and end dates: 13 May 2009 – 23 May 2012First elected to the Board on: 23 May 2000Number of BNP Paribas shares held (2) : 3,074Office address: 25, avenue Matignon,75008 PARIS,FRANCEFunctions at 31 December 2012 (1)Director of: AXA Assurances Iard Mutuelle, AXA Assurances Vie MutuelleMember of the Supervisory Board of: VivendiNon-voting Director of: Schneider ElectricChairman of: IMS-Entreprendre pour la Cité, Institut MontaigneMember of: International Advisory Panel of the Monetary Authority of SingaporeFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Honorary Chairman of AXADirector of: AXA Assurances IardMutuelle, AXA Assurances VieMutuelleMember of the Supervisory Boardof: VivendiNon-voting Director of: SchneiderElectricChairman of: IMS-Entreprendrepour la Cité, Institut MontaigneMember of: International AdvisoryPanel of the Monetary Authorityof Singapore2010:Honorary Chairman of AXADirector of: AXA AssurancesIard Mutuelle, AXA AssurancesVie MutuelleMember of the SupervisoryBoard of: VivendiNon-voting Director of:Schneider ElectricChairman of: IMS-Entreprendrepour la Cité, Institut MontaigneMember of: InternationalAdvisory Panel of the MonetaryAuthority of Singapore2009:Honorary Chairman of AXADirector of: AXA AssurancesIard Mutuelle, AXA AssurancesVie MutuelleMember of the SupervisoryBoard of: VivendiNon-voting Director of:Schneider ElectricChairman of: IMS-Entreprendrepour la Cité, Institut MontaigneMember of: InternationalAdvisory Panel of the MonetaryAuthority of Singapore(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 23 May 2012.2008:Honorary Chairman of AXADirector of: AXA AssurancesIard Mutuelle, AXA AssurancesVie MutuelleMember of the SupervisoryBoard of: VivendiNon-voting Director of:Schneider ElectricChairman of: IMS-Entreprendrepour la Cité, Institut MontaigneMember of: InternationalAdvisory Panel of the MonetaryAuthority of SingaporeJean-Laurent BONNAFÉPrincipal function (1) : Chief Executive Officer and Director of BNP ParibasDate of birth: 14 July 1961Term start and end dates: 12 May 2010 – AG 2013First elected to the Board on: 12 May 2010Functions at 31 December 2012 (1)Director of: Carrefour, Banca Nazionale del Lavoro (Italy),BNP Paribas Fortis (Belgium), Erbé S.A.(Belgium)Number of BNP Paribas shares held (2) : 62,545 (*)Office address: 3, rue d’Antin75002 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chief Executive Officer andDirector of: BNP Paribas (from1 December 2011)Director of: Carrefour,BNP Paribas Personal Finance,Banca Nazionale del Lavoro(Italy), BNP Paribas Fortis(Belgium)2010:Chief Operating Officer andDirector of: BNP ParibasDirector of: Carrefour,BNP Paribas Personal Finance,Banca Nazionale del Lavoro(Italy)Chairman of: ManagementCommittee andExecutive Committee ofBNP Paribas Fortis (Belgium)Chief Executive Officer of:BNP Paribas Fortis (Belgium)2009:Chief Operating Officer of:BNP ParibasDirector of: Carrefour,BNP Paribas Personal Finance,Banca Nazionale del Lavoro(Italy), BancWest Corporation,Bank of the West(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.(*) Furthermore, Jean-Laurent Bonnafé owns the equivalent of 16,289 BNP Paribas shares under the Company Savings Plan.2008:Chief Operating Officer of:BNP ParibasDirector of: Carrefour,BNP Paribas Personal Finance,Banca Nazionale del Lavoro(Italy)322012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEBoard of Directors2Pierre-André DE CHALENDARPrincipal function (1) : Chairman and Chief Executive Officer of Compagnie de Saint-GobainDate of birth: 12 April 1958Term start and end dates: 23 May 2012 – 2015 AGMFirst elected to the Board on: 23 May 2012Number of BNP Paribas shares held (2) : 1,000Office address: Les Miroirs92096 LA DEFENSE CEDEXFRANC EFunctions at 31 December 2012 (1)Chairman of: VeralliaDirector of: Veolia Environnement, Saint-Gobain Corporation, GIESGPM Recherches2(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.Jean-Marie GIANNOPrincipal function (1) : Sales AssociateDate of birth: 7 September 1952Term start and end dates: Elected by BNP Paribas employees to athree-year term running from 16 February 2009 – 15 February 2012First elected to the Board on: 15 March 2004(Jean-Marie Gianno was an employee representative on the Boardof Banque Nationale de Paris from 1993 to 1999)Functions at 31 December 2012 (1)Member of: Confrontations (a European think tank)Number of BNP Paribas shares held (2) : 10Office address: 21, avenue Jean Médecin06000 NICE,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Member of: Confrontations(a European think tank)2010:Member of: Comité desétablissements de crédit et desentreprises d’investissements(CECEI),Confrontations (a Europeanthink tank)2009:Member of: Comité desétablissements de crédit et desentreprises d’investissements(CECEI),Confrontations (a Europeanthink tank)(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 15 February 2012.2008:Member of: Comité desétablissements de crédit et desentreprises d’investissements(CECEI),Confrontations (a Europeanthink tank)2012 Registration document and annual financial report - BNP PARIBAS 33

2CORPORATEGOVERNANCEBoard of DirectorsDenis KESSLERPrincipal function (1) : Chairman and Chief Executive Officer of SCOR SE2Date of birth: 25 March 1952Term start and end dates: 23 May 2012 – 2015 AGMFirst elected to the Board on: 23 May 2000Number of BNP Paribas shares held (2) : 2,684Office address: 1, avenue du Général-de-Gaulle92074 PARIS LA DÉ FENSE CEDEX,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chairman and Chief ExecutiveOfficer of SCOR SEDirector of: Bolloré, DassaultAviation, Fonds Stratégiqued’Investissement, Invesco Ltd(United States)Member of the Supervisory Boardof: Yam Invest N.V. (Netherlands)Member of: CommissionÉ conomique de la Nation, Boardof Directors of Le Siècle, Boardof Directors of Associationde Genève, Board of FrenchFoundation for Medical Research,Strategic Board of the EuropeanInsurance Federation, GlobalReinsurance Forum, ReinsuranceAdvisory Board2010:Chairman and Chief ExecutiveOfficer of SCOR SEDirector of: Bolloré, DassaultAviation, Fonds Stratégiqued’Investissement, Invesco Ltd(United States)Member of the SupervisoryBoard of: Yam Invest N.V.(Netherlands)Member of: CommissionÉconomique de la Nation,Board of Directors of theSiècle, Board of Directors ofAssociation de Genève, Board ofFrench Foundation for MedicalResearch, Strategic Boardof the European InsuranceFederationChairman of: ReinsuranceAdvisory Board, GlobalReinsurance ForumFunctions at 31 December 2012 (1)Director of: Bolloré, Dassault Aviation, Fonds Stratégiqued’Investissement, Invesco Ltd (United States)Member of the Supervisory Board of: Yam Invest N.V. (Netherlands)Member of: Commission É conomique de la Nation, Board ofDirectors of Association de Genève, Board of Directors of Associationdu Siècle, Global Reinsurance Forum, Reinsurance Advisory Board,Laboratoire d’Excellence Finance et Croissance Durable (LABEX FCD)2009:Chairman and Chief ExecutiveOfficer of SCOR SEDirector of: Bolloré, DassaultAviation, Fonds Stratégiqued’Investissement, Invesco Ltd(United States)Member of the SupervisoryBoard of: Yam Invest N.V.(Netherlands)Non-voting Director of:Financière Acofi SA, GimarFinance & Cie SCAMember of: CommissionÉconomique de la Nation,Conseil économique, socialet environnemental, Boardof Directors of Associationde Genève, Board of FrenchFoundation for MedicalResearch, Comité desentreprises d’assurance,Strategic Board of the EuropeanInsurance FederationChairman of: ReinsuranceAdvisory Board, GlobalReinsurance Forum, Board ofDirectors of Le Siècle(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(1) At 31 December 2012.2008:Chairman and Chief ExecutiveOfficer of SCOR SEChairman of: SCOR GlobalP&C SE, SCOR Global LifeU.S. Re Insurance Company(United States), SCOR GlobalLife Re Insurance Company ofTexas (United States), SCORReinsurance Company (UnitedStates), SCOR U.S. Corporation(United States), SCOR Holding(Switzerland) AG (Switzerland)Chairman of the SupervisoryBoard of: SCOR GlobalInvestments SEDirector of: SCOR Global LifeSE, SCOR Canada ReinsuranceCompany (Canada), Bolloré,Dassault Aviation, Dexia SA(Belgium), Fonds Stratégiqued’Investissement, Invesco Ltd(United States)Member of the SupervisoryBoard of: Yam Invest N.V.(Netherlands)Non-voting Director of:Financière Acofi SA, GimarFinance & Cie SCAMember of: CommissionÉconomique de la Nation,Conseil économique, socialet environnemental, Boardof Directors of Associationde Genève, Board of FrenchFoundation for MedicalResearch, Comité desentreprises d’assuranceChairman of: Board ofDirectors of Le Siècle, Cercle del’Orchestre de ParisVice-Chairman of: ReinsuranceAdvisory BoardGlobal Counsellor of: TheConference Board342012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEBoard of Directors2Meglena KUNEVAPrincipal function (1) : Chairman of the Governing Board of the European Policy Centre (Brussels)Date of birth: 22 June 1957Term start and end dates: 12 May 2010 – 2013 AGMFirst elected to the Board on: 12 May 2010Number of BNP Paribas shares held (2) : 10Office address: Ul. Plachkovica 1Vhod ASOFIA 1164BULGARIAFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Member of: Board of Trusteesof the American University(Bulgaria)2010:Member of: Board of Trusteesof the American University(Bulgaria)Functions at 31 December 2012 (1)Member of: Advisor on passenger rights to EC Vice-President SiimKallas, European Commission, Brussels (Belgium), Member of theBoard of Trustees of the American University (Bulgaria), EuropeanCouncil on foreign relations, Brussels (Belgium)(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2Jean-François LEPETITPrincipal function (1) : Director of companiesDate of birth: 21 June 1942Term start and end dates: 11 May 2011 – 2014 AGMFirst elected to the Board on: 5 May 2004Number of BNP Paribas shares held (2) : 8,749Office address: 30, boulevard Diderot75572 PARIS CEDEX 12,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Director of: Smart TradeTechnologies SA, Shan SAMember of: Board of the QatarFinancial Centre RegulatoryAuthority (Doha)2010:Director of: Smart TradeTechnologies SA, Shan SAMember of: Board of the QatarFinancial Centre RegulatoryAuthority (Doha)Functions at 31 December 2012 (1)Director of: Smart Trade Technologies SA, Shan SAMember of: Board of the Qatar Financial Center RegulatoryAuthority (QFCRA), Doha (Qatar), Conseil de régulation financière etdu risque systémique (COREFRIS)2009:Director of: Smart TradeTechnologies SA, Shan SAMember of: Board of theQatar Financial CentreRegulatory Authority (Doha),Board of the Autorité desMarchés Financiers, Conseilde normalisation des comptespublics(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2008:Director of: Smart TradeTechnologies SA, Shan SAMember of: Board of the QatarFinancial Centre RegulatoryAuthority (Doha), Board ofthe Autorité des MarchésFinanciers2012 Registration document and annual financial report - BNP PARIBAS 35

2CORPORATEGOVERNANCEBoard of DirectorsNicole MISSONPrincipal function (1) : Customer Advisor2Date of birth: 21 May 1950Term start and end dates: Elected by BNP Paribas executives to athree-year term running from 16 February 2012 – 15 February 2015First elected to the Board on: 1 July 2011Number of BNP Paribas shares held (2) : 174Office address: 22, rue de Clignancourt75018 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Judge at the Paris Employment Tribunal, Management Section,Member of the Commission Paritaire de la Banque (AssociationFrançaise des Banques – Recourse Commission)Functions at 31 December 2012 (1)Judge at the Paris Employment Tribunal, Management Section,Member of the Commission Paritaire de la Banque (AssociationFrançaise des Banques – Recourse Commission)(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.Thierry MOUCHARDPrincipal function (1) : Administrative Assistant, Customer Transactions DepartmentDate of birth: 4 July 1960Term start and end dates: 16 February 2012 (on which date ThierryMOUCHARD was elected by employees) – 15 February 2015First elected to the Board on: 16 February 2012Functions at 31 December 2012 (1)NoneNumber of BNP Paribas shares held (2) : 10Office address: 41, Boulevard du Maréchal Foch49000 ANGERS,FRANCE(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.Laurence PARISOTPrincipal function (1) : Vice-Chairman of the Board of Directors of IFOP SADate of birth: 31 August 1959Term start and end dates:23 May 2012 – 2015 AGMFirst elected to the Board on: 23 May 2006Number of BNP Paribas shares held (2) : 755Office address: 6/8, rue Eugène-Oudiné75013 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Vice-Chairman of the Board ofDirectors of IFOP SAChairman of: Mouvement desEntreprises de France (MEDEF)Director of: Coface SAMember of the Supervisory Boardof: Compagnie Générale desÉtablissements Michelin (SCA)2010:Vice-Chairman of the Board ofDirectors of IFOP SAChairman of: Mouvement desEntreprises de France (MEDEF)Director of: Coface SAMember of the SupervisoryBoard of: MichelinFunctions at 31 December 2012 (1)Chairman of: Mouvement des Entreprises de France (MEDEF)Director of: Coface SAMember of the Supervisory Board of: Compagnie Générale desÉtablissements Michelin (SCA)2009:Vice-Chairman of the Board ofDirectors of IFOP SAChairman of: Mouvementdes Entreprises de France(MEDEF)Director of: Coface SAMember of the SupervisoryBoard of: Michelin(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2008:Vice-Chairman of the Board ofDirectors of IFOP SAChairman of: Mouvement desEntreprises de France (MEDEF)Director of: Coface SAMember of the SupervisoryBoard of: Michelin362012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEBoard of Directors2Hélène PLOIXPrincipal function (1) : Chairman of Pechel Industries SAS, Pechel Industries Partenaires SAS and FSH SASDate of birth: 25 September 1944Term start and end dates: 11 May 2011 – 2014 AGMFirst elected to the Board on: 21 March 2003Number of BNP Paribas shares held (2) : 1,609Office address: 162, rue du Faubourg Saint Honoré75008 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chairman of PechelIndustries SAS, Pechel IndustriesPartenaires SAS and FSH SASDirector of: Lafarge, Ferring SA(Switzerland), Sofina (Belgium)Permanent Representative of:Pechel Industries Partenaires SASto Ypso Holding (Luxembourg),Goëmar Développement (France),Laboratoires Goëmar (France),Goëmar Holding (Luxembourg),Store Electronic Systems (France)Member of the Supervisory Boardof: Publicis GroupeManager of: Hélène Ploix SARL,Hélène Marie Joseph SARL, SorepeSociété Civile, Goëmar Holding(Luxembourg)Member of: United Nations JointStaff Pension Fund InvestmentCommittee (until end of 2011),Independent Expert OversightAdvisory Committee (IEOAC) ofthe World Health Organization(WHO), Institut Français desAdministrateurs2010:Chairman of PechelIndustries SAS, Pechel IndustriesPartenaires SAS and FSH SASDirector of: Lafarge, Ferring SA(Switzerland), Completel NV(Netherlands), Institut Françaisdes AdministrateursPermanent Representative of:Pechel Industries PartenairesSAS to Ypso Holding(Luxembourg)Member of the SupervisoryBoard of: Publicis GroupeManager of: Hélène Ploix SARL,Hélène Marie Joseph SARL,Sorepe Société CivileMember of: United Nations JointStaff Pension Fund InvestmentCommittee, Independent ExpertOversight Advisory Committee(IEOAC) of the World HealthOrganization (WHO)Functions at 31 December 2012 (1)Director of: Lafarge, Ferring SA (Switzerland), Sofina (Belgium),Genesis Emerging Markets Fund Limited (Guernsey)Permanent Representative of: Pechel Industries Partenaires SAS:Ypso Holding (Luxembourg), Goëmar Holding (Luxembourg), StoreElectronic Systems (France)Member of the Supervisory Board of: Publicis Groupe, GoëmarDéveloppement, Laboratoires GoëmarManager of: Hélène Ploix SARL, Hélène Marie Joseph SARL, SorepeSociété CivileMember of: Insitut Français des Administrateurs (IFA), OrganisationMétrologique Mondiale (OMM)2009:Chairman of PechelIndustries SAS and PechelIndustries Partenaires SASDirector of: Lafarge, Ferring SA(Switzerland), Completel NV(Netherlands), Institut Françaisdes AdministrateursPermanent Representative of:Pechel Industries Partenaires toYpso Holding (Luxembourg)Member of the SupervisoryBoard of: Publicis GroupeManager of: Hélène Ploix SARL,Hélène Marie Joseph SARL,Sorepe Société CivileMember of: United Nations JointStaff Pension Fund InvestmentCommittee(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2008:Chairman of PechelIndustries SAS and PechelIndustries Partenaires SASDirector of: Lafarge, Ferring SA(Switzerland), Completel NV(Netherlands)Permanent Representative of:Pechel Industries Partenaires toYpso Holding (Luxembourg)Member of the SupervisoryBoard of: Publicis GroupeManager of: Hélène Ploix SARL,Hélène Marie Joseph SARL,Sorepe Société CivileMember of: United Nations JointStaff Pension Fund InvestmentCommittee22012 Registration document and annual financial report - BNP PARIBAS 37

2CORPORATEGOVERNANCEBoard of DirectorsLouis SCHWEITZERPrincipal function (1) : Chairman of France Initiative – Honorary Chairman of Renault2Date of birth: 8 July 1942Term start and end dates: 12 May 2010 – 2013 AGMFirst elected to the Board on: 14 December 1993Number of BNP Paribas shares held (2) : 25,233Office address: 8-10, avenue Émile-Zola92109 BOULOGNE-BILLANCOURT CEDEX,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chairman of: France InitiativeHonorary Chairman of: RenaultChairman of the Board ofDirectors of: AstraZeneca Plc(United Kingdom), AB Volvo(Sweden)Director of: L’Oréal, VeoliaEnvironnementMember of the AdvisoryCommittee of: Allianz (Germany),Bosch (Germany)Member of the Board of:Fondation Nationale des SciencesPolitiques, Musée du quai BranlyChairman of: Festival d’Avignon,MC 932010:Honorary Chairman of: RenaultChairman of the Board ofDirectors of: AstraZeneca Plc(United Kingdom), AB Volvo(Sweden)Director of: L’Oréal, VeoliaEnvironnementMember of the AdvisoryCommittee of: Banque deFrance, Allianz (Germany)Member of the Board of:Fondation Nationale desSciences Politiques, InstitutFrançais des RelationsInternationales, Musée du quaiBranlyFunctions at 31 December 2012 (1)Director of: L’Oréal, Veolia EnvironnementMember of the Advisory Committee of: Allianz (Germany), Bosch(Germany)Member of the Board of: Fondation Nationale des SciencesPolitiques, Musée du quai BranlyChairman of: Festival d’Avignon, MC 932009:Chairman of the Board ofDirectors of: RenaultChairman of the Board ofDirectors of: AstraZeneca Plc(United Kingdom)Chairman of theSupervisory Board of: LeMonde & Partenaires AssociésSAS, Le Monde SA, SociétéÉditrice du MondeDirector of: L’Oréal, VeoliaEnvironnement, AB Volvo(Sweden)Chairman of: Haute Autorité deLutte contre les Discriminationset pour l’Égalité (HALDE)Member of the AdvisoryCommittee of: Banque deFrance, Allianz (Germany)Member of the Board of:Fondation Nationale desSciences Politiques, InstitutFrançais des RelationsInternationales, Musée du quaiBranly(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2008:Chairman of the Board ofDirectors of: RenaultChairman of the Board ofDirectors of: AstraZeneca Plc(United Kingdom)Chairman of theSupervisory Board of: LeMonde & Partenaires AssociésSAS, Le Monde SA, SociétéÉditrice du MondeDirector of: L’Oréal, VeoliaEnvironnement, AB Volvo(Sweden)Chairman of: Haute Autorité deLutte contre les Discriminationset pour l’Égalité (HALDE)Member of the AdvisoryCommittee of: Banque deFrance, Allianz (Germany)Member of the Board of:Fondation Nationale desSciences Politiques, InstitutFrançais des RelationsInternationales, Musée duLouvre, Musée du quai Branly382012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEBoard of Directors2Michel TILMANTPrincipal function (1) : Manager of Strafin sprl (Belgium)Date of birth: 21 July 1952Term start and end dates: 12 May 2010 – 2013 AGMFirst elected to the Board on: 12 May 2010(Served as a non-voting Director of BNP Paribas between4 November 2009 and 11 May 2010)Number of BNP Paribas shares held (2) : 500Office address: Rue du Moulin 10B – 1310 LA HULPEBELGIUMFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chairman of: Green Day HoldingsLimited (Jersey), Green DayAcquisitions Limited (U.K.)Director of: Sofina SA (Belgium),Groupe Lhoist SA (Belgium), FoyerAssurances SA (Luxembourg),CapitalatWork Foyer GroupSA (Luxembourg), UniversitéCatholique de Louvain (Belgium),Royal Automobile Club of BelgiumSenior Advisor at: Cinven Ltd (U.K.)2010:Senior Advisor at: Cinven Ltd (U.K.)Director of: Sofina SA(Belgium), Groupe Lhoist SA(Belgium), Foyer Assurances SA(Luxembourg), CapitalatWorkFoyer Group SA (Luxembourg),Université Catholique de Louvain(Belgium), Royal AutomobileClub of Belgium (Belgium)Functions at 31 December 2012 (1)Chairman of: Guardian Holdings Limited (Jersey), GuardianAcquisitions Limited (United Kingdom)Director of: Sofina SA (Belgium), Groupe Lhoist SA (Belgium),Foyer Assurances SA (Luxembourg), CapitalatWork Foyer Group SA(Luxembourg), Université Catholique de Louvain (Belgium), RoyalAutomobile Club of Belgium (Belgium)Senior Advisor: Cinven Ltd (United Kingdom)(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2Emiel VAN BROEKHOVENPrincipal function (1) : Economist, Honorary Professor at the University of Antwerp (Belgium)Date of birth: 30 April 1941Term start and end dates: 12 May 2010 – 2013 AGMFirst elected to the Board on: 12 May 2010(Served as a non-voting Director of BNP Paribas between4 November 2009 and 11 May 2010)Functions at 31 December 2012 (1)NoneNumber of BNP Paribas shares held (2) : 550Office address: Zand 7 – 9B – 2000 ANTWERPBELGIUMFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:None2010:None(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2012 Registration document and annual financial report - BNP PARIBAS 39

2CORPORATEGOVERNANCEBoard of DirectorsDaniela WEBER-REYPrincipal function (1) : Partner at Clifford Chance, Frankfurt ( Germany)2Date of birth: 18 November 1957Term start and end dates: 11 May 2011 – 2014 AGMFirst elected to the Board on: 21 May 2008Number of BNP Paribas shares held (2) : 2,148Office address: Mainzer Landstrasse 46D 60325 – FRANKFURT AM MAINGERMANYFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Member of: GermanGovernment’s Code of CorporateGovernance Commission,Stakeholder Group of theEuropean Insurance andOccupational Pensions Authority(EIOPA), Clifford ChancePartnership Council2010:Member of: EuropeanCommission’s Ad Hoc Group ofCorporate Governance Expertsfor the Financial ServicesArea, German Government’sCode of Corporate GovernanceCommission, Clifford ChancePartnership CouncilFunctions at 31 December 2012 (1)Member of: German Government’s Code of Corporate GovernanceCommission, Stakeholder Group of the European Insuranceand Occupational Pensions Authority (EIOPA), Clifford ChancePartnership Council, Board member European CorporateGovernance Institute (ECGI), Brussels (Belgium), Advisory Boardmember International Institute for Insurance Regulation (ICIR),Frankfurt (Germany)2009:Member of: EuropeanCommission’s advisory groupon corporate governanceand company law, EuropeanCommission’s expert groupon removing obstacles tocross-border investments,European Commission’sAd Hoc Group of CorporateGovernance Experts for theFinancial Services Area,German Government’s Code ofCorporate GovernanceCommission(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2008:Member of: EuropeanCommission’s advisory groupon corporate governanceand company law, EuropeanCommission’s expert groupon removing obstacles tocross-border investments,German Government’s Codeof Corporate GovernanceCommissionFields WICKER-MIURINPrincipal function (1) : Co-founder and Partner at Leaders’ Quest (United Kingdom)Date of birth: 30 July 1958Term start and end dates: 11 May 2011 – 2014 AGMFirst elected to the Board on: 11 May 2011Number of BNP Paribas shares held (2) : 139Office address: 3 - 5 Richmond HillRichmond, SURREY TW10 6REUNITED KINGDOMFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Director of: CDC Group Plc,Ballarpur International GraphicPaper HoldingsMember of: Board of BattexSchool of Leadership – Universityof VirginiaFunctions at 31 December 2012 (1)Director of: CDC Group Plc, Ballarpur International Graphic PaperHoldingsMember of: Board of Battex School of Leadership – University ofVirginia (United States)(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.402012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEBoard of Directors2OTHER CORPORATE OFFICERSPhilippe BORDENAVEPrincipal function (1) : Chief Operating Officer of BNP ParibasDate of birth: 2 August 1954 Functions at 31 December 2012 (1)Number of BNP Paribas shares held (2) : 39,049Office address: 3, rue d’Antin75002 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chief Operating Officer of: BNP Paribas (from 1 December 2011)Director of: BNP Paribas UK Holdings Ltd (United Kingdom), BNP Paribas Personal FinancePermanent Representative of: Antin Participation 5 (SAS) to BNP Paribas Securities Services (SCA)Director of: BNP Paribas Personal FinancePermanent Representative of: Antin Participation 5 (SAS) toBNP Paribas Securities Services (SCA)(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.22012 Registration document and annual financial report - BNP PARIBAS 41

2CORPORATEGOVERNANCEBoard of DirectorsGeorges CHODRON DE COURCELPrincipal function (1) : Chief Operating Officer of BNP Paribas2Date of birth: 20 May 1950 Functions at 31 December 2012 (1)Number of BNP Paribas shares held (2) : 71,561Office address: 3, rue d’Antin75002 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chief Operating Officerof: BNP ParibasChairman of: Compagnied’Investissement de Paris SAS,Financière BNP Paribas SAS,BNP Paribas (Switzerland) SAVice-Chairman of: Fortis Bank SA/NV(Belgium)Director of: Alstom, Bouygues,Société Foncière, Financière etde Participation SA, Nexans,CNP – Compagnie Nationale àPortefeuille (Belgium), Erbé SA(Belgium), GBL – Groupe BruxellesLambert (Belgium), SCOR Holding(Switzerland) AG (Switzerland),Scor Global Life RückversicherungSchweiz AG (Switzerland), SCORSwitzerland AG (Switzerland), VernerInvestissements SASMember of the Supervisory Boardof: Lagardère SCANon-voting Director of: Exane,SCOR SE2010:Chief Operating Officerof: BNP ParibasChairman of: Compagnied’Investissement de Paris SAS,Financière BNP Paribas SAS,BNP Paribas (Switzerland) SAVice-Chairman of: Fortis Bank SA/NV (Belgium)Director of: Alstom, Bouygues,Société Foncière, Financière et deParticipations SA, Nexans, Erbé SA(Belgium), GBL – Groupe BruxellesLambert (Belgium), SCOR Holding(Switzerland) AG (Switzerland),SCOR Global Life RückversicherungSchweiz AG (Switzerland), SCORSwitzerland AG (Switzerland), VernerInvestissements SASMember of the Supervisory Boardof: Lagardère SCANon-voting Director of: Exane, Safran,SCOR SEChairman of: BNP Paribas (Switzerland) SAVice-Chairman of: Fortis Bank SA/NV (Belgium)Director of: Alstom, Bouygues, Société Foncière, Financière etde Participation (FFP), Nexans, CNP – Compagnie Nationale àPortefeuille (Belgium), Erbé SA (Belgium), GBL – Groupe BruxellesLambert (Belgium), SCOR Holding (Switzerland) AG (Switzerland),Scor Global Life Rückversicherung Schweiz AG (Switzerland), SCORSwitzerland AG (Switzerland), Verner Investissements SASMember of the Supervisory Board of: Lagardère SCANon-voting Director of: Exane, Scor SE2009:Chief Operating Officerof: BNP ParibasChairman of: Compagnied’Investissement de Paris SAS,Financière BNP Paribas SAS,BNP Paribas (Switzerland) SAVice-Chairman of: Fortis Bank SA/NV (Belgium)Director of: Alstom, Bouygues,Société Foncière, Financière et deParticipations SA, Nexans, Erbé SA(Belgium), GBL – Groupe BruxellesLambert (Belgium), SCOR Holding(Switzerland) AG (Switzerland),SCOR Global Life RückversicherungSchweiz AG (Switzerland), SCORSwitzerland AG (Switzerland),Verner Investissements SASMember of the Supervisory Boardof: Lagardère SCANon-voting Director of: Exane,Safran, SCOR SA(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.2008:Chief Operating Officerof: BNP ParibasChairman of: Compagnied’Investissement de Paris SAS,Financière BNP Paribas SAS,BNP Paribas (Switzerland) SADirector of: Alstom, Bouygues,Société Foncière, Financière etde Participations SA, Nexans,BNP Paribas ZAO (Russia),Erbé SA (Belgium), SCOR Holding(Switzerland) AG (Switzerland),Verner Investissements SASMember of the Supervisory Boardof: Lagardère SCANon-voting Director of: Exane,Safran, SCOR SA422012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEBoard of Directors2François VILLEROY de GALHAUPrincipal function (1) : Chief Operating Officer of BNP ParibasDate of birth: 24 February 1959 Functions at 31 December 2012 (1)Number of BNP Paribas shares held (2) : 1,411 (*)Office address: 3, rue d’Antin75002 PARIS,FRANCEFunctions at previous year-ends(the companies listed are the parent companies of the groups in which the functions were carried out)2011:Chief Operating Officer of: BNP Paribas (from 1 December 2011)Director of: BNP Paribas Cardif, BNP Paribas Développement, BGL BNP Paribas (Luxembourg)Member of the Supervisory Board of: Bayard Presse, Villeroy-Boch AG (Germany)Vice-Chairman of: BGL BNP Paribas (Luxembourg)Director of: BNP Paribas Fortis (Belgium), BNP Paribas LeasingSolutions (Luxembourg), Arval Service Lease, Cortal Consors, BancaNazionale del Lavoro (Italy)Member of the Supervisory Board of: Bayard Presse, Villeroy-BochAG (Germany)(1) Functions shown in italics are not governed by French Law no. 2001-401 of 15 May 2001 concerning multiple directorships.(2) At 31 December 2012.(*) Furthermore, François Villeroy de Galhau owns the equivalent of 876 BNP Paribas shares under the Company Savings Plan.2COMPENSATIONCOMPENSATION AND BENEFITS PAID TOCORPORATE OFFICERS IN 2012See section 4.6 of the consolidated financial statements, under note 8.e,“Compensation and benefits paid to the Group’s corporate officers”.INFORMATION ON STOCK OPTION PLANSAND PERFORMANCE SHARESThe following table lists for 2012 the BNP Paribas employees other thancorporate officers receiving the highest number of financial instruments,as well as financial instruments transferred or exercised:DIRECTORS’ FEESSee the Chairman’s report.Number of options granted/exercisedWeighted averageexercise price(in euros)Date of grantOptions granted in 2012(Sum of 10 largest grants) - - -Options exercised in 2012(10 employees) 134,272 36.29 21/03/2003Number of shares granted/TransferredDate of grantPerformance shares granted in 2012(Sum of 10 largest grants) 109,500 06/03/2012Performance shares transferred in 2012(10 employees) 4,318 06/04/20092012 Registration document and annual financial report - BNP PARIBAS 43

2CORPORATEGOVERNANCEBoard of DirectorsSUMMARY OF R EPORTED T RANSACTIONS ON BNP PARIBAS S TOCKThe following table lists the transactions on BNP Paribas stock carried out in 2012 by the corporate officers and other individuals covered by articleL.621-18-2 of the French Monetary and Financial Code and that must be reported under articles 223–22 to 223-26 of the AMF’s General Regulations.2NameFunctionTransactionscarried outType offinancialinstrumentNature ofthetransactionNumber oftransactionsTotaltransactionamount(in euros)BONNAFÉ Jean-LaurentChief Executive Officer and Director of BNP ParibasPersonallyBNP ParibassharesPurchase of3,629 shares 2 91,423.32BORDENAVE PhilippeChief Operating Officer of BNP ParibasPersonallyBNP ParibassharesPurchase of1,817 shares 1 44,661.86CHODRON DE COURCEL GeorgesChief Operating Officer of BNP ParibasPersonallyBNP ParibassharesPurchase of2,618 shares1 64,350.44Sale of3,000 shares1 112,200.00PLOIX HélèneDirector of BNP ParibasPersonallyBNP ParibassharesPurchase of79 shares1 1,491.82SCHWEITZER LouisDirector of BNP ParibasPersonallyBNP ParibassharesPurchase of732 shares1 17,992.56442012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany22.2 Report of the Chairman of the Board ofDirectors on the manner of preparation andorganisation of the work of the Board and onthe internal control procedures implementedby the c ompany2This report has been prepared in accordance with article L.225-37 of theFrench Commercial Code (Code de Commerce).The information that it contains takes into account, in particular, annex 1of European Commission Regulation (EC) no. 809/2004 of 29 April 2004and AMF Recommendation no. 2012-02 on corporate governance andthe compensation of company Directors referring to the Afep-Medef Code– Consolidated presentation of the recommendations contained in theannual reports of the AMF.In accordance with the provisions of article L.225-37 of the FrenchCommercial Code the corporate governance code referred to byBNP Paribas on a voluntary basis in this report is the corporategovernance code for listed companies published by the French employers’organisations Association Française des Entreprises Privées (Afep) andMouvement des Entreprises de France (Medef). BNP Paribas applies allof the recommendations of that Code.CORPORATE G OVERNANCE AT BNP PARIBAS1. PRINCIPLES OF GOVERNANCEThis report reproduces, in the form of citations or excerpts, all of theprovisions of the Internal Rules of the Board of Directors dealing withits composition and operation, the allocation of work between ExecutiveManagement and the decision-making body, the terms of reference andoperation of the specialised committees, and the conduct of Directorsand non-voting Directors (1) .1.a The terms of reference of the Board ofDirectors■ The Internal Rules adopted by the Board in 1997 define the duties of theBoard and of its specialised committees; they are updated periodicallyto comply with current laws, regulations and market guidelines, andto keep pace with best practice in the area of corporate governance.They include a section dealing with the Conduct of Directors and theirCode of Ethics.■ The specialised committees of the Board of Directors are the FinancialStatements Committee, the Internal Control, Risk Management andCompliance Committee, the Corporate Governance and NominationsCommittee and the Compensation Committee.In creating an Internal Control and Risks Committee distinct from theFinancial Statements Committee, the Board of Directors decided, asearly as 1994, to separate the powers usually devolved to the AuditCommittee. In 2007, the Board extended the terms of reference ofthe Internal Control and Risks Committee to any matter relatingto the policy of compliance and to risks, in particular in relationto reputation or professional ethics. The Internal Control, RiskManagement and Compliance Committee carries out its duties ina way that is independent of and complementary to the FinancialStatements Committee, which is responsible for monitoring mattersrelating to the preparation and auditing of accounting and financialinformation. These two committees meet together twice a year to dealwith issues relating to the risks and provisioning policy of BNP Paribas,to consider the internal and external audit plans, and to prepare thework of the Board on the assessment of risk management policies andmechanisms. They deliberate on the basis of documentation preparedjointly by the Group’s Chief Financial Officer and Head of Group RiskManagement, both of whom attend the meetings of these committees.The composition of these two committees and the work that theydo in their respective fields are intended to satisfy the requirementsof banking and prudential discipline, whether provided by law,contained in provisions defined by the regulator or in rules imposedby BNP Paribas itself to ensure the quality of its internal control andrisk policy.■ An extract from the Internal Rules relating to the terms of reference ofthe Board of Directors and the committees is attached in an appendixto this report.(1) On a proposal from the Chairman and in accordance with the Articles of Association, the Board of Directors can appoint one or two non-voting Directors. Non-voting Directors takepart in meetings of the Board of Directors in a consultative capacity.2012 Registration document and annual financial report - BNP PARIBAS 45

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany21.b Separation of the functions of Chairman andChief Executive OfficerThe separation of the functions of the Chairman from those of the ChiefExecutive Officer demonstrates the desire of BNP Paribas to comply withbest practice in the area of governance and to ensure the continuity ofExecutive Management under conditions of transparency. At its meetingof 1 December 2011, the Board of Directors confirmed its 11 June 2003decision to separate the functions of Chairman and Chief Executive Officer.The duties of the ChairmanThe Chairman is responsible for ensuring that the quality of therelationship with shareholders is maintained, coordinating closely withany steps taken by Executive Management in this area. In this connection,the Chairman chairs the Shareholder Liaison Committee, whose task isto assist the Bank in its communications with individual shareholders;several times a year, he invites the shareholders to meetings where theCompany’s strategy is explained.The Chairman gives assistance and advice to the Chief Executive Officerwhile respecting the latter’s executive responsibilities, and organises hisactivities so as to ensure his availability and provide the Group with thebenefit of his experience. His duties are contributory in nature and donot confer any executive power on him. They do not in any way restrictthe powers of the Chief Executive Officer, who has sole operationalresponsibility for the Group.At the request of the Chief Executive Officer, he can take part in anyinternal meeting on subjects relating to strategy, organisation, investmentor disinvestment projects, risks and financial information. He expresseshis opinions without prejudice to the remit of the Board of Directors.Coordinating closely with Executive Management, the Chairman canrepresent the Group in its high-level relationships, particularly with majorclients and the authorities, both at national and international level. TheChairman provides support for the teams responsible for covering majorcompanies and international financial institutions; he also contributes tothe development of the Bank’s advisory activities, particularly by assistingin the completion of major Corporate Finance transactions. He providessupport for Executive Management, or, at its request, represents theBank in its relationships with national and international financial andmonetary authorities. He plays an active part in discussions concerningregulatory developments and public policies affecting the Bank, and, moregenerally, the banking sector.The Chairman contributes to promoting the values and image ofBNP Paribas, both within the Group and externally. He expresses theBank’s guiding principles, particularly in the area of professional ethics,and contributes to the Group’s reputation when discharging his personalresponsibilities as a member of national and international public bodies.These duties require the Chairman to devote his time to the serviceof the Group. The initiatives and actions that he takes to carry themout successfully are all taken into account by the Board of Directors inassessing his work and determining his compensation.An extract from the Internal Rules relating to the duties of the Chairmanis attached as an appendix to this report.The powers of the Chief Executive OfficerThe Chief Executive Officer has the broadest powers to act in allcircumstances on behalf of BNP Paribas, and to represent the Bank in itsrelation with third parties. He has authority over the entire Group, andis responsible for the organisation of internal control procedures and forall the information required by the regulations in that regard.He exercises his powers within the limitations of the corporate object,and subject to any powers expressly attributed by law to the GeneralMeeting of Shareholders and Board of Directors.Internally, the Regulations of the Board of Directors provide that theChief Executive Officer shall request its prior approval for all investmentor disinvestment decisions (other than portfolio transactions) in anamount in excess of EUR 250 million, and for any proposal to acquire ordispose of shareholdings in excess of that threshold (other than portfoliotransactions). The Chief Executive Officer must also ask the Board’sFinancial Statements Committee for prior approval of any non-auditrelated assignment involving fees in an amount of over EUR 1 million(excluding VAT).1.c Membership of the Board – Directors’independenceMembership of the Board■ At the proposal of the Board of Directors, the Annual General Meeting ofShareholders held on 23 May 2012 (1) re-elected Laurence Parisot, DenisKessler and Michel Pébereau and elected Pierre André de Chalendar.Fifteen Directors attended this General Meeting.■ At the end of the Annual General Meeting on 23 May 2012, theBoard of Directors had sixteen members, fourteen of whom hadbeen appointed by the shareholders. On 16 February 2012, ThierryMouchard, employee-elected Director, succeeded Jean-Marie Gianno.As of 31 December 2012, 35.7% (5/14) of the Directors appointed bythe shareholders were women. Five nationalities are represented onthe Board.(1) Article 18 of the Articles of association sets out the procedures for shareholders to take part in General Meetings. The section of the Registration document and annual financialreport entitled “BNP Paribas and its shareholders” contains a summary of those rules and a report on the organisation and business of the General Meeting on 12 May 2010.462012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Directors’ independenceThe following Directors meet the independence criteria set out in theAfep-Medef Corporate Governance Code: Pierre André de Chalendar,Meglena Kuneva, Jean-François Lepetit, Louis Schweitzer, LaurenceParisot, Hélène Ploix, Michel Tilmant, Emiel Van Broekhoven, DanielaWeber-Rey and Fields Wicker-Miurin. According to the criteria containedin the Afep-Medef Corporate Governance Code (point 8.5), the Boardof Directors has taken the view that the composition of BNP Paribas’capital and the absence of potential conflicts of interest guaranteed theindependence of Michel Tilmant and Emiel Van Broekhoven. Based onits assessment of Denis Kessler before proposing his re-election at theAnnual General Meeting of 23 May 2012, the Board took the view thatthe criterion concerning loss of independence associated with holdingoffice as a Director for more than twelve years did not apply to him. TheBoard stressed that their decision was based on their assessment of DenisKessler’s personal qualities and the freedom of judgment he exercisedin performing his duties as Director and Chairman of the CompensationCommittee. Having also assessed Louis Schweitzer, Director and Chairmanof the Financial Statements Committee, the Board of Directors tookthe view, for the same reasons, that the criterion concerning loss ofindependence associated with the period in which he had held officedid not apply to him. All these assessments were made in accordancewith the provisions of the Afep-Medef Corporate Governance Code. Morethan one half of the Directors of BNP Paribas are independent accordingto that Code.■ The two employee representatives on the Board, Thierry Mouchard andNicole Misson, do not qualify as independent Directors according tothe criteria contained in the Afep-Medef Corporate Governance Code,despite their status and the method by which they were elected, whichnevertheless are a guarantee of their independence.■ Three Directors appointed by the shareholders, Baudouin Prot,Chairman of the Board of Directors, Michel Pébereau, HonoraryChairman, and Jean-Laurent Bonnafé, Chief Executive Officer, do notqualify as independent Directors according to the criteria containedin the Afep-Medef Corporate Governance Code.The following table shows the situation of each Director with regardto the independence criteria contained in the Afep-Medef CorporateGovernance Code:2➤ SITUATION OF THE DIRECTORS WITH REGARD TO THE INDEPENDENCE CRITERIA OF THE AFEP-MEDEF CODE1st Criterion 2nd Criterion 3rd Criterion 4th Criterion 5th Criterion 6th Criterion 7th CriterionB. PROT x o o o o o oM. PÉBEREAU x o o o o x oJ.L. BONNAFÉ x o o o o o oP.A. DE CHALENDAR o o o o o o oD. KESSLER o o o o o x (*) oM. KUNEVA o o o o o o oJ.F. LEPETIT o o o o o o oN. MISSON x o o o o o oT. MOUCHARD x o o o o o oL. PARISOT o o o o o o oH. PLOIX o o o o o o oL. SCHWEITZER o o o o o x (*) oM. TILMANT o o o o o o oE. VAN BROEKHOVEN o o o o o o oD. WEBER-REY o o o o o o oF. WICKER-MIURIN o o o o o o oKey:“o”: compliance with independence criterion defined in the Afep-Medef Code.“x”: non-compliance with an independence criterion defined in the Afep-Medef Code.1st Criterion: Not an employee or corporate officer of the Company within the previous five years.2nd Criterion: No issue of corporate offices held in another company.3rd Criterion: No material business relationships.4th Criterion: No close family ties to a corporate officer.5th Criterion: Not an auditor of the Company within the previous five years.6th Criterion: Not a Director of the Company for more than twelve years.7th Criterion: Not a major shareholder.(*) Refer to comment above in the paragraph entitled “Directors’ independence”.2012 Registration document and annual financial report - BNP PARIBAS 47

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2■ The Board of Directors considers that the main personal qualitiesrequired to ensure Directors’ independence, in addition to compliancewith the criteria defined in the Afep-Medef Corporate GovernanceCode, are as follows:■■■■competence, based on experience and ability to understand theissues and risks;courage, in particular to express opinions and make a judgment;availability, which allows for the necessary detachment andencourages the Director to be committed to the exercise of his office;affectio societatis, which encourages Directors on the Board, whichcollectively represents the shareholders, to be committed to theCompany; in particular, affectio societatis promotes the Director’sproper understanding of the business’s culture and ethics.■ The procedure for recruiting Directors makes use of the informationand assessments of the members of the Corporate Governance andNominations Committee and of the Chairman of the Board of Directors,in order to select candidates likely to have the desired personal andprofessional qualities, according to the criteria defined by the Board.1.d The Directors’ Code of Ethics■ BNP Paribas complies with European Commission Regulation (EC)no. 809/2004 of 29 April 2004.As far as the Board is aware, none of the Directors is in a situation ofconflict of interest. In any event, the Board’s Internal Rules require themto report “any, even potential, situation of conflict of interest” and torefrain from “taking part in voting on the relevant decision.” The InternalRules also require the Directors to stand down should they no longer feelcapable of fulfilling their duties on the Board.As far as the Board is aware, there are no family ties between themembers of the Board and none of its members has been found guiltyof fraud “during at least the last five years” or been associated, as themember of an administrative, management or supervisory body, or as theChief Executive Officer, with any insolvency, sequestration or liquidationproceedings “during at least the last five years”.As far as the Board is aware, no member of the Board of Directors issubject to any “official public accusation and/or penalty”. No Directorhas been prohibited from acting in an official capacity “during at leastthe last five years”.Apart from regulated agreements and commitments, there are noarrangements or agreements with key shareholders, customers, suppliersor other persons that involve the selection of any member of the Boardof Directors.■ The Directors must carry out their duties in a responsible manner,particularly as regards the regulations relating to insider dealing.In particular, they are bound to comply with the legal provisionsrelating to insider information. Under the terms of the Internal Rules,they must also refrain from carrying out any transactions in relationto BNP Paribas shares that could be regarded as speculative.■ Pursuant to the application of accounting standards, the Directorshave confirmed that they have not received any financial supportfrom BNP Paribas or from any company in the Group that was notprovided on market terms.■ An extract from the Internal Rules relating to the conduct of Directorsis attached in an appendix to this report.1.e Directors’ training and information■ Pursuant to the Internal Rules, every Director can ask the Chairman orthe Chief Executive Officer to provide him with all the documents andinformation necessary for him to carry out his duties, to play a usefulpart in the meetings of the Board of Directors and to take informeddecisions, provided that such documents are necessary to the decisionsto be taken and connected with the Board’s powers.■ The Directors have unrestricted access to the minutes of meetings ofBoard committees.■ Meetings of the committees provide an opportunity to update theDirectors on the topical issues on the agenda. In addition, the Boardis kept informed of changes in the banking regulations and referencetexts concerning governance. The Directors are informed of the periodsduring which they may, save in special circumstances, carry out anytransactions in relation to BNP Paribas shares.■ Upon taking up office, new Directors receive documentation about theGroup, its characteristics, organisation and recent financial statements,together with a set of references on the information available on theGroup’s website. The Board Secretary provides them with the mainlegal provisions relating to the definition, communication and useof insider information. He provides them with the Board’s InternalRules and organises a programme of working meetings betweenthem and the Group’s operational and line managers, relevant to therequirements of their position and personal priorities.■ In 2012, an information day was organised for recently appointed orelected Directors and for those who wished to take part. The agendafocused on a bank’s accounting principles and financial management,on the activities of Corporate and Investment Banking, and on risks,liquidity, and bank regulation. A presentation was given on domesticmarkets together with an update on BNP Paribas brand policy.Directors who attended were able to meet the managers responsiblefor the relevant areas.482012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany22. MEETINGS OF THE BOARD ANDCOMMITTEES IN 2012■ The Board of Directors met eight times in 2012, including once in aspecially convened meeting. The average attendance rate was 95%. Inaddition, the Board met once for a strategic seminar.■ The Financial Statements Committee met four times, with a 100%attendance rate.■ The Internal Control, Risk Management and Compliance Committeemet four times, with a 100% attendance rate.■ The Financial Statements Committee and the Internal Control, RiskManagement and Compliance Committee met twice in a joint meeting,with a 95% attendance rate. These two committees thus met ten timesduring 2012, whether together or separately.■ The Corporate Governance and Nominations Committee met threetimes, with a 100% attendance rate.■ The Compensation Committee met six times, with a 100% attendancerate.2➤ ATTENDANCE AT MEETINGS OF THE BOARD AND ITS COMMITTEES IN 2012Board meetings Committee meetings All meetingsDirectors 1 2 1 2 1 2 3B. PROT 8 8 8 8 100%M. PÉBEREAU 8 8 3 3 11 11 100%J.L. BONNAFÉ 8 8 8 8 100%C. BÉBÉAR (until 23/05/2012) 5 5 2 2 7 7 100%P.A DE CHALENDAR (from 24/05/2012) 3 3 3 3 100%J.M. GIANNO (until 15/02/2012) 2 2 1 1 3 3 100%D. KESSLER 6 8 12 12 18 20 90%M. KUNEVA 8 8 8 8 100%J.F. LEPETIT 8 8 12 12 20 20 100%N. MISSON 8 8 5 5 13 13 100%T. MOUCHARD (from 16/02/2012) 5 6 1 2 6 8 75%L. PARISOT 6 8 3 3 9 11 82%H. PLOIX 8 8 10 10 18 18 100%L. SCHWEITZER 8 8 6 6 14 14 100%M. TILMANT 8 8 6 6 14 14 100%E. VAN BROEKHOVEN 8 8 6 6 14 14 100%D. WEBER-REY 7 8 3 3 10 11 91%F. WICKER-MIURIN 8 8 4 4 12 12 100%Average 95% 98.5%The first column shows the number of meetings attended.The second column shows the total number of meetings held during the year.The third column shows the individual attendance rate.2012 Registration document and annual financial report - BNP PARIBAS 49

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany23. THE WORK OF THE BOARD IN 20123.a StrategyThe Board of Directors formulates BNP Paribas’ strategy and overallbusiness objectives based on proposals submitted by ExecutiveManagement, the key elements of which are presented following adocumented in-house process.It examines and decides on strategic operations in accordance withits Internal Rules. It oversees the implementation of the objectives ithas approved, particularly in the course of discussions on the financialstatements and on the budget.The Board is also kept regularly informed of the Group’s cash positionand ongoing commitments.■ The Board discussed the economic situation and the state of thefinancial markets on several occasions. It has monitored theimplementation of the measures proposed by Executive Managementto adjust the Bank’s capital in line with regulatory requirements,together with its balance sheet size and liquidity.■ It examined progress in the work done by Executive Management onthe Recovery and Resolution Plan required by the Financial StabilityBoard and the Autorité de Contrôle Prudentiel (ACP).■ It discussed comparative share price trends for the major global banksand BNP Paribas’ relative position with regard to credit ratings.■ It examined the strategy of BNP Paribas Investment Partners.■ It approved the proposed sale of the reserve based lend ing franchisebased in Houston and in Canada, and the proposed sale of a stakeof less than 30% in Klé pierre. It examined the proposal to haveBNP Paribas SA registered as a Swap dealer.■ It adopted the proposed restructuring of the Specialised Financingbusiness and BNP Paribas’ proposed takeover of SAS Foncière dela Compagnie Bancaire. It approved the renewal of the AmericanDepositary Receipt (ADR) programme.■ It examined BNP Paribas’ policy with regard to corporate socialresponsibility (CSR ).■ It was informed of the results of the annual survey on employeesatisfaction (Global People Survey) and of the actions flowing fromthat.■ It debated the Liikanen report and the draft French banking law.■ It was informed of the internal review of certain U.S. dollar paymentsconducted by the Bank as a result of discussions with U.S. authoritiesin the context of the enforcement of the economic sanctions decidedby the United States of America.■ It was informed of the proposed issue of BNP Paribas bonds convertibleinto Pargesa shares.■ It adopted the proposed sale of BNP Paribas SA’s subsidiary in Egyptto Emirates NBD P.J.S.C.■ It did not consider any strategic proposal that was not within thescope of the defined strategy and which would therefore have requiredprior approval. It was updated on the progress of several proposalspreviously discussed.■ As in previous years, the Board of Directors met for a strategic seminaron profitability forecasts, on changes in its competitive environment,and on the envisaged long-term programme to make changes to itsorganisation, Simple and Efficient. It was presented with analysesrelating to CIB, domestic markets, digital banking, and certaindeveloping geographical areas and businesses (Asia; BNP ParibasCardif; Turkey).3.b Risks, liquidity, compliance and internalcontrolThe Board of Directors has regularly discussed the economic, financialand regulatory (and in particular prudential) environment in the lightof the report of the Internal Control, Risks and Compliance Committeebased on information provided by the Executive Management. It hasbeen informed of trends in terms of risks and of the liquidity situation.Risks and liquidity■ Throughout the year, the Board of Directors discussed liquidity policyhaving regard to the situation of the markets and the measures adoptedor contemplated by international or national regulatory authorities.Against a background of major instability, it was informed of the stepstaken by the Executive Management to deal with the changes andwith their consequences in terms of the quantity, quality and cost ofliquidity. It noted the measures taken by the Executive Managementto monitor the financing requirements of the business units and theresults obtained in this area in 2012.■ It examined the pricing and maturity conditions of the issues completedin 2011 and 2012.■ It was informed of the progress of the Recovery and Resolution Plan(RRP) established at the request of the regulators, the updated versionof which was provided to the Autorité de Contrôle Prudentiel (ACP).■ It approved BNP Paribas’ Risk Appetite Statement as proposed to itby the Executive Management together with the chart setting out theindicators measured to represent this risk profile.■ It examined the Internal Control, Risk Management and ComplianceCommittee’s work on the Group’s risks. It discussed the main issuesidentified, particularly as regards exposure to sovereign debt. Itwas regularly informed of trends in the cost of risk by business andgeographical area, and of the main risks identified.■ It considered the findings of the work performed jointly by the FinancialStatements Committee and the Internal Control, Risk Management andCompliance Committee based on the 2011 report on risk measurementand monitoring prepared in accordance with the provisions ofRegulation CRBF 97-02. It assessed the effectiveness of the policiesand systems in place.502012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Compliance and internal control■ The Board of Directors was briefed by the Chairman of the InternalControl, Risk Management and Compliance Committee on the2011 compliance report and the 2011 report on permanentcontrol, operational risk and business continuity. It was informedof developments in the resources allocated to internal control. Itexamined the update of the internal control charter, and approvedthe section of the Chairman’s report on internal control procedures.■ It was briefed on the key results of periodic controls performed in 2011and the first half of 2012, as well a summary of the key observationsmade by General Inspection .■ The Board noted that the audit plans presented by the StatutoryAuditors enabled them to perform their work satisfactorily.■ It was briefed on the findings of the market trading control and securityprogramme implemented by Executive Management. It reviewed theamount of gains and losses due to operational incidents and majordisputes.■ It adopted measures to complete the centralisation of the subsidiaries’periodic control systems without affecting the accountability of theirgoverning bodies.■ The Board was briefed on the internal review of certain U.S. dollarpayments conducted by the Bank as a result of discussions with U.S.authorities in the context of the enforcement of the economic sanctionsdecided by the United States of America .■ The Board heard the report on the discussions held by the InternalControl, Risk Management and Compliance Committee with the Headof General Inspection , the Head of Periodic Control, the Head ofPermanent Control and Compliance, the Head of ALM-Treasury andthe Head of Group Risk Management, whose remit covers the wholeof the Group’s risk policy.■ The Board reviewed the exchange of correspondence with the Autoritéde Contrôle Prudentiel and the Autorité des Marchés Financiers(AMF), and the comments of the Internal Control, Risk Managementand Compliance Committee. It was informed about relations with theforeign regulators, as reported by Executive Management.3.c Budget, financial statements and results,financial management and informationBudgetIn accordance with its usual practice, the Board examined and approvedthe draft budget for 2013 at its last meeting of the year, as presentedby Executive Management for the Group as a whole and for its activitiesand major business lines.Financial statements and results■ The Board examined and approved the results for the fourth quarterof 2011, full year 2011 and the first three quarters of 2012.■ Each quarter, it examined trends in revenues and cost/income ratioby business.■ For each period reviewed, the Board heard a summary of the FinancialStatements Committee’s work and the findings of the Group’s StatutoryAuditors, who routinely attend meetings dealing with the results andfinancial statements.■ The Board discussed trends in the solvency ratio in the light ofdecisions taken by the regulator in this area. It was briefed on theimpacts on revenue and results of measures taken to reduce theGroup’s financing needs, particularly in dollars. It examined the returnon equity allocated to the Group’s businesses.■ It reviewed progress in the balance sheet deleverag ing plan andexamined the dollar cash balance sheet and its evolution during 2012.■ The Board was briefed on the key choices made concerning theapplication of accounting standards, which were examined by theFinancial Statements Committee on the joint report of the StatutoryAuditors and the Group’s Chief Financial Officer.■ It heard the comments of the Financial Statements Committee onthe accounting internal control report reviewed each quarter by thecommittee.■ The Board heard a report of the discussions held by the FinancialStatements Committee with the Statutory Auditors and the Group’sChief Financial Officers, without the presence of the Chairman andChief Executive Officer.Financial management■ The Board received the report on medium and long-term financingin 2011 and the first half of 2012. It heard Executive Management’scomments on the terms of implementation of the various programmes.It was also regularly informed of the net margins generated on newlending.■ It examined the Internal Capital Adequacy Assessment Processreport, which was presented for the first time to a joint meeting ofthe Financial Statements Committee and Internal Control, Risks andCompliance Committee. The purpose of the report was to ensurethat the Bank properly assessed its risks (risks of concentration, andoperational and computer risks), that it had put adequate controls inplace, and that it had and would have the necessary capital to dealwith those risks.■ It was informed of the share purchases made pursuant to theauthorisations given by the General Meeting.Financial information■ At each meeting devoted to results, the Board examined the draftpress releases. It approved the draft report of the Board of Directorsfor 2011 as well as the draft report of the Chairman on internal controlprocedures relating to the preparation and processing of accountingand financial information.■ The Bank’s long-term ratings from financial rating firms are given inthe introduction to the Registration document and annual financialreport.22012 Registration document and annual financial report - BNP PARIBAS 51

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany23.d Corporate governanceDevelopments in corporate governance atBNP Paribas■ The Board of Directors approved the press release regarding Jean-Laurent Bonnafé’s waiver of his contract of employment with effectfrom 1 July 2012. It approved the regulated agreement concerningJean-Laurent Bonnafé and the draft prepared on a proposal from theCorporate Governance and Nominations Committee which will besubmitted to the shareholders for ratification at the 2013 GeneralMeeting.Assessment of the Board of DirectorsImplementation of the improvements expressed during thelast assessment of the Board of Directors in 2011The main desired improvements put forward were (i) to increase theproportion of the Board’s meetings devoted to discussion, in spite offull agendas; (ii) to ask the Board’s secretariat to consider providing theDirectors with a certain number of documents (speeches or presentationsof the Chairman or Chief Executive Officer) or studies that wereparticularly relevant by secure electronic means; (iii) to make the daysorganised for new Directors open to all Directors, in order to enable themto familiarise themselves even further with the strategy of the Group’sbusiness units; and finally (iv) to have presentations at ordinary meetingsof the Board of the Bank’s key figures, focusing on strategy and key issues.Steps have been taken to satisfy these requests, while ensuring thesecurity and confidentiality of information provided to the Board andattempting not to overload meetings excessively.Assessment of the Board of Directors in 2012■ For the eleventh consecutive year, an assessment was carried outof the organisation and functioning of the Board of Directors and itsspecialised committees.■ This assessment was carried out on the basis of an anonymousquestionnaire about the Board’s organisation (independence andoperating procedures), its main areas of activity as appearing in thisreport (strategy, internal control and risk management, financialmanagement, compensation), the competence of the Board committeemembers, the relevance of the issues addressed and the quality ofreporting on their work. This year, the assessment questionnairecontained forty-six questions, each with a scale of ratings and coveringten different topics. Overall, the assessment was very satisfactory, andthe areas for attention pointed out last year had been the subject ofvisible improvement measures.The areas of improvement related to the quality of three areas:■■■the Board’s training and information and the access to Directorswho were not corporate officers;the time devoted to understanding operational risks and thoseassociated with compliance;how long before meetings of the Board and Committeesdocumentation was provided.This year, the questionnaire was supplemented by a series of individualinterviews.Assessment of Directors – Changes in the membershipof the Board and its specialised committees■ As part of the process described above, the Board assessed theindependence of the Directors in light of the requisite personalqualities defined in 2010 (competence, courage, availability and affectiosocietatis) and the competence of the Board committee members. Itdiscussed proposals for changes to its membership to be put to thevote at the Annual Shareholders’ Meeting.■ Following Claude Bébéar’s decision not to seek the renewal of histerm of office as Director at the Annual Shareholders’ Meeting of23 May 2012, the Board of Directors proposed that the shareholdersappoint Pierre André de Chalendar for a term of three years. It alsoproposed that they re-elect Laurence Parisot, Denis Kessler and MichelPébereau.The Corporate Governance, and Nominations Committee appointedMichel Pébereau as its Chairman to replace Claude Bébéar.Report of the Chairman■ The Board of Directors approved this report by the Chairman on themanner of preparation and organisation of the work of the Board andon the internal control procedures implemented by BNP Paribas.3.e CompensationDirectors’ compensation■ Directors who are not members of the Group (1) do not receive anycompensation from BNP Paribas other than Directors’ fees.■■■■By way of compensation for their activity on the Board of Directors,fees allocated to the Directors comprise a fixed component and avariable component based on attendance at Board meetings.At the joint proposal of the Corporate Governance and NominationsCommittee and Compensation Committee, the Board of Directorsdecided to increase the fixed component of Directors’ fees fromEUR 14,864 to EUR 17,000, and from EUR 22,296 to EUR 25,500 forforeign Directors, with effect from 2013. In order to take account ofthe particular constraints they face, Board members residing abroadare paid 1.5 times the fixed portion of Directors’ fees.The variable component of Directors’ fees is calculated on the basisof EUR 2,123.43 per scheduled meeting (7 per year). In the eventof an exceptional Board meeting, each Director present receives anadditional fee on that basis plus 75%.Directors do not receive any fees for attending the strategic seminar.(1) The Directors who are members of the Group are Jean-Marie Gianno (until 15 February 2012) then Thierry Mouchard (from 16 February 2012), Nicole Misson (from 16 February 2012),Baudouin Prot, Jean-Laurent Bonnafé and Michel Pébereau.522012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2■ By way of compensation for their activity on specialised Committees,Directors receive a fixed component and a variable component ofDirectors’ fees:■■the fixed component of fees payable to the chairmen of Boardcommittees was set at EUR 20,000 for the Chairmen of the FinancialStatements Committee, Internal Control, Risk Management andCompliance Committee, and Compensation Committee, and atEUR 10,000 for the Chairman of the Corporate Governance andNominations Committee. The fixed component for the othermembers of these Committees was set at EUR 2,973;the variable components based on attendance at Committeemeetings was set at EUR 1,698.74 per meeting for committeeChairmen and at EUR 1,061.71 per meeting for the other membersof those committees.■ Based on those rules, a total of EUR 814,997 was allocated in Directors’fees in 2012. This represents a decrease of 3.2% compared with 2011(EUR 841,507) due to the lower number of Board meetings.■ Note 8.e to the financial statements included in this Registrationdocument and annual financial report contains a table showing theDirectors’ fees paid to the members of the Board of Directors.Compensation of Directors and corporate officers■ At the proposal of the Compensation Committee, the Board of Directorsdecided the variable compensation of Directors and corporate officersaccording to the methods that it had defined in 2010. Those methodswere described in note 8.e. to the financial statements included in the2010 Registration document and annual financial report (pages 240and 241). The Board recorded the results of the calculations derivedfrom the arithmetical criteria relating to the Group’s performance.It assessed how personal targets had been achieved based on itsassessment of the individual performances of the corporate officers,and particularly the capacity to anticipate, take decisions and managedemonstrated by each of them. It decided not to use the option to paythe Chief Executive Officer and the Chief Operating Officers a variablecompensation component based on the risk and liquidity policy. TheBoard of Directors ensured that trends in variable compensation wereconsistent with trends in the BNP Paribas Group’s net income.■ It decided that 60% (1) of the variable compensation paid to the corporateofficers would be deferred for three years and that half of the remaining40% to be paid in 2011 would be deferred for six months and indexlinkedto the share price. The 60% three-year deferred portion would,for each of the three years, be subject to a return on equity conditionand half would be index-linked to the change in share price since thedate of the first payment.■ The Board of Directors agreed on the principles governing thecompensation of corporate officers in respect of 2012. These provisionsare described in note 8.e to the financial statements included in thisRegistration document and annual financial report.■ At the proposal of the Compensation Committee, the Board approvedthe terms of a long-term incentive plan for Directors and corporateofficers designed to link their compensation to value creation overa long period. It checked with the Afep-Medef’s Committee of WiseMen that the plan complied with the provisions of the CorporateGovernance Code. The plan was set up for the benefit of the ChiefExecutive Officer and Chief Operating Officers.Neither the Chairman, nor the Chief Executive Officer nor the ChiefOperating Officers were involved in the preparation of the decisionsconcerning their compensation, nor did they take part in the Board’sdiscussions and vote on those decisions.■ The decisions of the Board of Directors were made public in accordancewith the provisions of the Afep-Medef Corporate Governance Code.A note to the financial statements included in the Registrationdocument and annual financial report is specifically devoted tothe compensation and social benefits awarded to Directors andcorporate officers. This note also includes information about thepension plans for the benefit of Directors and corporate officersand the corresponding commitments for which a provision hasbeen made. It sets out all the compensation and benefits awardedto Directors and corporate officers in a standard format, andwas prepared in accordance with the Afep-Medef CorporateGovernance Code and the recommendations of the AMF.Compensation of the categories of employees subjectto specific regulations■ The Board was informed by the Compensation Committee of theapproach taken by BNP Paribas to identify those employees whoseprofessional activities have a significant influence on the Company’srisk profile (regulated activities).■ It approved several amendments to the compensation policy forthose employees and examined the principal guidelines proposedby Executive Management to determine the overall compensationpackages for regulated activities in 2012.Equal opportunities and equal payThe Board of Directors discussed BNP Paribas’ policy on equalopportunities and equal pay based on the report required under theregulations. It was informed of Executive Management’s policy topromote diversity and gender equality in the career management andcompensation process.2(1) With the exception of François Villeroy de Galhau, for whom, on the basis of the current rules applicable to Group employees with comparable remuneration, this percentage isonly 40%, all the other rules being identical to those applied to the other corporate officers.2012 Registration document and annual financial report - BNP PARIBAS 53

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Global Share-Based Incentive Plan –Capital increase for 2012■ Acting on a proposal from the Compensation Committee, the Boardadopted the Group’s Global Share-Based Incentive Plan for 2012.This plan concerns 1,921,935 performance shares for the benefit of5,365 beneficiaries whose level of responsibility, contribution to resultsor professional potential means that they are key elements of theGroup’s strategy, development and profitability. The Board approvedthe rules and characteristics of this plan.■ The Board of Directors approved the terms and conditions of a newcapital increase reserved for employees.4. THE WORK OF THE COMMITTEES IN 20124.a Financial Statements CommitteeIn 2012, the members of the Financial Statements Committee were LouisSchweitzer, Chairman, Denis Kessler, Hélène Ploix until 14 February 2012,Emiel Van Broekhoven, Fields Wicker-Miurin from 2 May 2012 and ThierryMouchard from 5 November 2012. The majority of the Committee’smembers have experience and expertise in the areas of corporatefinancial management, accounting and financial information.The C ommittee does not include any members of Executive Management.To ensure that the Committee members have up-to-date information andknowledge, the Group’s Chief Financial Officer, who attends its meetings,makes presentations on important subjects, which are then examinedand discussed in the presence of the Statutory Auditors.Documents relating to the agenda, and in particular documentationconcerning results and internal control, are prepared in a standardformat for presentation.An extract from the Internal Rules relating to the duties of theCompensation Committee appears in an appendix to this report.The Financial Statements Committee met four times in 2012, with a100% attendance rate. It also met twice with the Internal Control, RiskManagement and Compliance Committee.Examination of the financial statements and financialinformation■ Each quarter, the Financial Statements Committee examined thefinancial statements on the basis of the documents and informationprovided by Executive Management and the work carried out by theStatutory Auditors.■ Each quarter the Committee analysed the summary consolidatedresults, annualised return on equity and results and RoE by businesssegment. It also examined trends in the Basel 2, Basel 2.5 andestimated Basel 3 solvency ratios, and risk-weighted assets.■ It reviewed the Group’s consolidated balance sheet at 31 December 2011and changes from end-2011 to 30 June 2012. On the same occasion, itwas briefed on the Group’s off-balance sheet commitments. In additionto this presentation of the financial statements, there was a quarterlypresentation of a cash balance sheet , which was better suited to theanalysis of balance sheet structure and liquidity.■ The Committee reviewed selected exposures based on therecommendations of the Financial Stability Board (FSB). It wasadvised of the reduction in the Group’s exposures to sovereign debtand examined the impacts of the disposals on the Group’s results.■ At the time of each quarterly review of the financial results, the FinancialStatements Committee met with the Group’s Chief Financial Officerand with the officer responsible for accounting and financial reporting,without the presence of the Chairman or Chief Executive Officer. On thisoccasion, it noted a certain stabilisation of the accounting rules in 2012,but also the prospect of a number of developments in 2013, relating inparticular to the valuation of certain financial instruments and pensioncommitments. The committee heard the comments and findings ofthe Statutory Auditors concerning the results for each quarter. It metwith the Statutory Auditors, without the presence of the Chairman,the Chief Executive Officer and the Group’s Chief Financial Officer, andasked questions it considered necessary, particularly on the Group’sexposure to sovereign debt and on the rational and prudent nature ofthe accounting choices made.Accounting internal control■ Each quarter, the Financial Statements Committee examined the reporton audit control points reported by Group entities in the context ofcertification of their financial statements. It analysed trends in therisk level observed for each of the thirty major accounting controls.■ The Financial Statements Committee examined the section of theChairman’s draft report on internal control procedures relating to thepreparation and treatment of accounting and financial information,and recommended its approval by the Board of Directors.Relations with the Group’s Statutory Auditors■ The Financial Statements Committee received a written certificate ofindependence from each of the Statutory Auditors.■ It was informed of the amount of fees paid to the Statutory Auditorsand reviewed the summary report on assignments not directly relatedto the statutory audit, without the presence of the Statutory Auditors. Itauthorised a non-audit-related assignment subject to its prior approvalin accordance with the Internal Rules.Joint meetings with the Internal Control, RiskManagement and Compliance Committee■ The committees met to discuss the report drawn up in accordancewith Regulation CRBF 97-02 and a memo addressed to them on themain developments in the areas of corporate governance and riskmanagement procedures. They discussed the measures taken by theBank to refocus its market activities, reduce certain exposures andstrengthen operational risk control. They heard the comments of theChief Risk Officer on the key results of the market risks stress tests.542012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2■ The Committees were given a presentation on the advanced methodof assessing operational risks, and on the successive developments ofthe regulatory constraint associated with the Basel 2, Basel 2.5 andBasel 3 standards, and their application to the Bank.■ They received a written report from the Statutory Auditors on theirmain findings in relation to deficiencies in internal control, and notedthe main guidelines underpinning the Statutory Auditors’ 2012 auditplan and the key points for attention.4.b Internal Control, Risk Management andCompliance CommitteeSince 11 May 2011, the Internal Control, Risk Management andCompliance Committee has been chaired by Jean-François Lepetit. Itsmembers were Jean-Marie Gianno until 14 February 2012, and MichelTilmant, Nicole Misson and Hélène Ploix from 23 April 2012.At least two thirds of the committee’s members are independent Directorsin accordance with the recommendations of the Afep-Medef Code. Amajority of its members have specific expertise in financial mattersand risk management, either through their training or experience. TheChairman has had executive responsibilities in the banking sector. Hehas been Chairman of the Commission des Opérations de Bourse (COB),a member of the Board of the Autorité des Marchés Financiers (AMF)and Chairman of the Conseil National de la Comptabilité. Another ofthe committee’s members has international experience in bankingmanagement. The committee does not include any members of ExecutiveManagement.An extract from the Internal Rules relating to the duties of the InternalControl, Risk Management and Compliance Committee appears in anappendix to this report.The committee met four times in 2012, with a 100% attendance rate.Market, counterparty and credit risks■ At each of its meetings, the committee reviewed trends in market,counterparty and credit risk based on information presented byGroup Risk Management (GRM). The Head of GRM and his assistantsspecialised in the various risk categories were interviewed by thecommittee and answered its questions concerning their particularareas of responsibility.The committee reviewed the main findings of the Risk Policy Committeeand Country Committee meetings organised by Executive Management.■ It analysed trends in the economy and the markets, and theirimpacts on the Group’s exposures. It reviewed sector and geographicconcentration indicators and examined the Group’s exposure tosovereign debt and its main exposures to financial institutions andcorporates.■ The committee regularly considered trends in Value-at-Risk (VaR) aswell as the results of the stress tests carried out in respect of marketrisks.■ The committee met with the Head of Group Risk Management withoutthe presence of the Chairman and Chief Executive Officer.Liquidity■ The committee was regularly informed of the impacts of the marketcrisis and regulatory developments on the Group’s liquidity policy andliquidity management procedures. During each of its meetings, therewas a very broad exchange of views with the Chairman, Chief ExecutiveOfficer and Head of Asset and Liabilities Management. The Committeereviewed actions taken by Executive Management to address the farreachingchanges in the environment.■ It examined the terms on which the medium and long-term financingprogramme was implemented.■ The committee met with the Head of Asset and Liabilities Managementwithout the presence of the Chairman and Chief Executive Officer.Permanent control, compliance and periodic control■ The committee was provided with the draft 2011 report on Compliance,permanent operational control and business continuity. It wasinformed of the reorganisation of the central Compliance Function andreviewed the report on the results of permanent control. It reviewedkey incidents and the main disputes and litigation pending. It examinedthe permanent control action plan for 2012 and the key points forattention as regards business continuity. It was informed of actionstaken and planned in the area of fraud prevention and protection.It met with the Head of Compliance and Permanent Control, withoutthe presence of the Chairman and Chief Executive Officer.■ The committee received the draft 2011 report on periodic controland reviewed the results of the risk assessment carried out byGeneral Inspection , as well as trends in the number and type ofrecommendations made by the unit. It examined the half-yearlyactivity report on periodic control and General Inspection internalaudit plan.It met with the Head of General Inspection , who is responsible forperiodic control, without the presence of the Chairman and ChiefExecutive Officer.■ It examined the draft 2011 annual internal control report andrecommended its approval by the Board of Directors.■ Throughout the year, the Committee was informed of the penaltiesimposed on major international banks in connection with moneylaundering. It was informed of the internal review of certain U.S. dollarpayments conducted by the Bank as a result of discussions with U.S.authorities in the context of the enforcement of the economic sanctionsdecided by the United States of America.22012 Registration document and annual financial report - BNP PARIBAS 55

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Relations with regulators■ The committee was informed of progress in work on the Recovery andResolution Plan required by the regulators.■ It was informed about relations with French and foreign regulators, asreported by Executive Management.■ It examined the exchange of correspondence between the Autorité deContrôle Prudentiel (ACP), the Autorité des Marchés Financiers (AMF)and Executive Management, and reported thereon to the Board ofDirectors.4.c The Corporate Governance and NominationsCommitteeThe members of the Corporate Governance and Nominations Committeewas chaired by Claude Bébéar until 23 May 2012, and then by MichelPébereau from 30 November 2012. Its other members are LaurenceParisot and Daniela Weber-Rey. Apart from Michel Pébereau, who isnot regarded as independent according to the Afep-Medef criteria, butwhose experience, knowledge of the sector and high degree of personalintegrity guarantee his freedom of judgment and sense of the publicinterest, its members are independent Directors who have experience ofcorporate governance issues and of putting together management teamsin international companies.The committee does not include any members of Executive Management,but involves the Chairman in its work on selecting new Directors ornon-voting Directors and on succession planning for corporate officers.An extract from the Internal Rules relating to the duties of the CorporateGovernance and Nominations Committee is set out in an appendix tothis report.The Corporate Governance and Nominations Committee met three timesin 2012, with a 100% attendance rate.■ The committee discussed developments in the Group’s corporategovernance on several occasions.It proposed to the Board of Directors the draft regulated agreementterminating Jean-Laurent Bonnafé’s contract of employment.■ The committee prepared the assessment by the Board of Directors ofhow the Board and its specialised committees functioned. It examinedthe membership of the Board of Directors and reviewed the positionof each Director. It discussed the contribution of each Director to thework of the Board and, where applicable, of the committees, havingregard to their expertise and involvement in the discussions.■ The committee proposed that the Board initiate a selection processin order to prepare a proposal for presentation to the AnnualShareholder’s Meeting for the potential replacement of one of theDirectors due to retire by rotation.■ Following this process, the committee proposed that the Boardnominate Pierre André de Chalendar.■ The committee examined the section of the Chairman’s draft report oncorporate governance, and recommended its approval by the Boardof Directors.4.d Compensation CommitteeThe members of the Compensation Committee were Denis Kessler(Chairman), Jean-François Lepetit, and Hélène Ploix with effect from10 February 2012. The composition of the committee complies with therecommendations of the Afep-Medef Corporate Governance Code; itsmembers have experience of compensation systems and market practicesin this area. Each member of the Compensation Committee is also amember either of the Financial Statements Committee (Denis Kessler)or the Internal Control, Risk Management and Compliance Committee(Jean-François Lepetit and Hélène Ploix). This structure is likely to benefitthe work of the Board of Directors on matching compensation principlesto the Bank’s risk policy.The Committee does not include any members of Executive Management.The Chairman of the Board of Directors is not a member of the C ommittee,but is invited to take part in its deliberations, except where they concernhim personally.An extract from the Internal Rules relating to the duties of theCompensation Committee appears in an appendix to this report.The Compensation Committee met six times in 2012, with a 100%attendance rate.■ The committee examined issues involving the compensation ofemployee categories subject to specific regulations. It received detailedinformation on the group of employees whose professional activitieshave a significant influence on the Company’s risk profile. It reviewedthe method of determining variable compensation packages forregulated activities and was informed of the process for determiningthe compensation of the relevant employees. It examined GeneralInspection’s report on this process. It examined several amendmentsto the principles underlying compensation for regulated activities andsubmitted them to the Board of Directors for approval. It reviewedthe list of the highest paid employees in 2011. It met with the Headof Group Human Resources and noted that the policy implementedcomplies with the prevailing regulations and professional standards.It was informed of the correspondence with the Autorité de ContrôlePrudentiel on these issues.■ The committee determined and proposed to the Board the variablecompensation to be paid to corporate officers in respect of 2011 andthe provisions for deferring this compensation over several years andindex-linking a proportion of it to changes in share price.■ It discussed the incentive plans for corporate officers designed toencourage value creation over the long term. It proposed that theBoard approve a long-term compensation plan entirely based onperformance conditions and index-linked to changes in BNP Paribas’share price. It proposed that the plan should cover the Chief ExecutiveOfficer and the Chief Operating Officers.■ It submitted the principles underlying the corporate officers’ 2012compensation for the Board’s approval.562012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2■ The C ommittee was informed of the variable compensation for 2011agreed by the Chief Executive for members of the Executive Committeewho are not corporate officers, and the proposed stock option andperformance share awards for each of them.■ It examined and submitted to the Board the characteristics of theshare-based incentive plan for 2012 and the proposed regulationsand list of beneficiaries. It presented for the Board’s approval theperformance conditions underpinning performance share awards asof 2012 and the planned guidelines for the 2013 programme.■ The C ommittee completed its benchmarking work on Directors’ fees.It proposed that the Board revise the fixed component of Directors’fees in order to continue with the process of alignment with marketpractices initiated in 2010.■ It examined the proposal of the Corporate Governance Committeein relation to Jean-Laurent Bonnafé’s regulated agreement, whichfollowed his waiver of his contract of employment.2APPENDICESReport of the Chairman - Point 1.aTerms of reference of the Board of Directors and of the specialisedcommitteesBoard of Directors“The Board of Directors is a collegial body that collectively representsall shareholders and acts in all circumstances in the corporateinterests of the Company.It is tasked with monitoring its own composition and effectivenessin advancing this interest and carrying out its duties.For this purpose:Based on proposal submitted by the Chief Executive Officer (CEO),it draws up the BNP Paribas business strategy and orientations andmonitors its implementation.It shall handle any issue concerning the smooth running ofBNP Paribas and settle matters concerning the Company pursuantto its deliberations.It may decide to either combine or dissociate the functions ofChairman and Chief Executive Officer.It appoints Corporate Officers for three-year terms.It may decide to limit the powers of the Chief Executive Officer.It approves the draft of the Chairman’s report attached to themanagement report of the Board of Directors.The Board of Directors or one or more of its Directors or an existingSpecialised Committee or an ad hoc committee may:■ evaluate and perform any or all controls that it considersnecessary pursuant to the legislation in force;■ supervise the management of the business and the fairness ofits accounts;■ review and approve the financial statements; and■ ensure that the financial information disclosed to the shareholdersand the markets is of high quality.The Chairman – or the Chief Executive Officer in case of dissociationof the functions – submits for review by the Board of Directors, atleast once a year, drafts of the budget, of the management reportand of the various reports required under applicable laws andregulations.He is required to submit to the Board of Directors for prior approvalall investment or disinvestment decisions (other than portfoliotransactions) in an amount in excess of EUR 250 million, and anyproposal to acquire or dispose of shareholdings (other than portfoliotransactions) in excess of that threshold. He also regularly informsthe Board of Directors of material transactions which fall belowthis limit.Any material strategic operation which lies outside the approvedbusiness strategy must be submitted to the Board of Directors forprior approval.To the extent that the Board of Directors has delegated the necessarypowers to him for issuing bonds and securities giving immediate orfuture access to the capital of BNP Paribas, the Chairman, or theChief Executive Officer in case of dissociation of those functions,shall report, with the same frequency, on the issuing of said loansor securities.”2012 Registration document and annual financial report - BNP PARIBAS 57

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompanyReport of the Chairman - Point 1.a2The specialised committees of the Board of Directors“To facilitate the performance of their duties by BNP Paribas’Directors, specialised c ommittees are created within the Board ofDirectors. Their remits do not reduce or limit the powers of theBoard of Directors.The Chairman of the Board of Directors sees to it that the number,missions, composition, and functioning of the c ommittees areadapted at all times to the Board of Directors’ needs and complywith the best corporate governance practices.When he considers it necessary, he takes part in the c ommittees’Meetings, in an advisory capacity.These c ommittees meet at their convenience, with or without theparticipation of the B ank’s management. They may call upon outsideexperts when needed. The Chairman of a c ommittee may ask to hearany officer within the Group, regarding issues falling within thisc ommittee’s prerogatives, such as defined in the present internalRules.They express opinions intended for the Board of Directors. TheChairmen of c ommittees, or in case of their impediment anothermember of the same c ommittee, present a verbal summary of theirwork at the next Board of Directors’ Meeting.Written reports of c ommittees’ Meetings are prepared andcommunicated, after approval, to the Directors who so request.”Report of the Chairman - Point 1.bThe Chairman of the Board of Directors“In relations with the Company’s other bodies and with partiesoutside the company, the Chairman of the Board of Directors alonehas the power to act on the Board of Directors’ behalf and to expresshimself in its name, except in exceptional circumstances, and exceptduring particular missions or when a specific mandate is entrustedto another Director.He represents the Group, in close coordination with the ExecutiveManagement, in its high level relations, and in particular with majorclients and public authorities, on both the national and internationallevels.He ensures that the quality of relations with shareholders ismaintained, in close coordination with the work of ExecutiveManagement in this area.He ensures that principles of corporate governance are defined andimplemented at the highest levels.He oversees the smooth running of BNP Paribas’ managementbodies.With the support of the Corporate Governance and NominationsCommittee, and subject to approval by the Board of Directors andby the Annual General Shareholders’ Meeting, he endeavours tobuild an effective and balanced Board, and to manage replacementand succession processes that concern the Board of Directors andnominations which it will have to decide on.He organises the work of the Board of Directors. He sets the timetableand agenda of Board Meetings and calls them.He ensures that the work of the Board of Directors is well organised,in a manner conducive to constructive discussion and decisionmaking.He directs the work of the Board of Directors and coordinatesits work with that of the specialised Committees.He sees to it that the Board of Directors devotes an appropriateamount of time to issues relating to the future of the Company andparticularly its strategy.He ensures that outside Directors holding specific positions outsidethe Company get to know the Management Team well.He ensures that he maintains a close relationship based on trustwith the Chief Executive Officer, to whom he provides help and advicewhile respecting his executive responsibilities.The Chairman directs the work of the Board of Directors, to give it themeans of exercising all the responsibilities which fall within its remit.He ensures that the Board of Directors is provided with theinformation it needs, in a timely manner, to carry out its duties andthat this information is clearly and appropriately presented.The Chairman is kept regularly informed by the Chief ExecutiveOfficer and other members of the Executive Management ofsignificant events and situations relating to the business of theGroup, particularly those relating to: strategy, organisation,investment or disinvestment projects, financial transactions, risks,financial statements.The Chief Executive Officer provides the Chairman with all informationrequired under French law regarding the internal control report.The Chairman may ask the Chief Executive Officer for any informationthat may help the Board of Directors and its c ommittees fulfil theirduties.He may interview the Statutory Auditors in order to prepare the workof the Board of Directors and the Financial Statements Committee.He ensures that the Directors are in a position to fulfil their duties,and in particular that they have the information required to takepart in the work of the Board of Directors, and that they can counton appropriate cooperation from the Company’s management inconducting the activities of the specialised c ommittees. He alsoensures that Directors participate effectively in the work of the Boardof Directors, with satisfactory attendance, competence and loyalty.He reports, in a document attached to the management report, onthe conditions of preparation and organisation of the work of theBoard of Directors, as well as on the internal control procedures setup by the Company and any limits the Board of Directors may havedecided to place on the Chief Executive Officer’s powers.”582012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Report of the Chairman - Point 1.dConduct of Directors – Code of Ethics“Directors accept the discipline involved in working together in therespect of each other’s opinions, and shall express their opinionsfreely on subjects debated in Board Meetings, which may bedissenting from the majority opinion.They shall have a strong sense of responsibility towards shareholdersand other stakeholders in the Group.They shall show a high level of personal integrity during the termof their office, and respect the rules relating to their responsibilities.In the event of a significant change in their own duties or offices,Directors agree to place their office at the disposal of the Board ofDirectors.Compliance with laws and regulationsAll Directors are required to comply with legal obligations andthe French corporate governance recommendations related toinformation that concerns Directors personally.Directors of American nationalityThe Director of American nationality must choose not to participatein certain Board deliberations in view of the regulatory obligationspertaining to his or her nationality.Ethics and complianceThe legislation relating to insider trading applies particularlyto Directors both in a personal capacity and when exercisingresponsibilities within companies that hold shares in BNP Paribas.They are required, in particular, to respect the legal requirementsgoverning the definition, communication and exploitation of privilegedinformation, the principal provisions of which are communicated tothem when they take office.Directors can only deal in securities of BNP Paribas on a personalbasis during the period of six-weeks beginning on the day after thepublication of the quarterly and annual financial statements, orafter the publication of a press release on the Company’s running,unless they are in possession during that period of information thatputs them in the position of an insider having regard to the stockexchange regulations.Directors are recommended to refrain from any transactions thatcould be considered as speculative, and in particular from leveragedpurchases or sales, or short-term trading.Directors are prohibited from communicating to any person, includingtheir Company’s securities managers, any information that is not inthe public domain.If Directors have any questions related to ethics and compliance, theymay consult the Head of Group Compliance and Permanent Control.Situation of conflict of interestDirectors must inform the Board of Directors of any situation orpotential situation of conflict of interest, and must refrain from takingpart in the vote on relevant decisions.A Director who considers himself unable to continue to perform hisduties on the Board of Directors, or on the committees of which heis a member, must resign.ConfidentialityEvery Director, and any person asked to attend all or part of themeetings of the Board of Directors and of its specialised committees,is bound by a confidentiality obligation concerning the sequence ofevents and the contents of the Board of Directors’ deliberations.In particular, they must keep secret any information coming underthe definition of privileged financial or stock market information,which is liable to interest competitors or third parties as “economicintelligence”, or which is confidential in nature and is provided assuch by the Chairman.Failure to comply with this obligation can give rise to an actionin damages against the Director or Directors who act in breach ofthis rule.Regular attendanceDirectors shall endeavour to participate actively and regularly in theBoard of Directors’ Meetings and the Committees, and to be presentat the Annual General Shareholders’ Meeting.”22012 Registration document and annual financial report - BNP PARIBAS 59

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompanyReport of the Chairman - Point 4.a2The Financial Statements Committee“The Committee meets at least four times per year.CompositionAt least two thirds of the members of the Financial StatementsCommittee meet the criteria required to qualify as independent,such as it is set by the Board of Directors in accordance with Frenchmarket guidelines concerning corporate governance.No members of the Bank’s Executive Management shall sit on theCommittee.MissionsThe Committee is tasked with analysing the quarterly, half-yearlyand annual financial statements issued by the Bank in connectionwith the closing of financial statements and obtaining furtherexplanations of certain items prior to presentation of the financialstatements to the Board of Directors.The Committee shall examine all matters related to the financialstatements and documents: the choices of accounting principlesand policies, provisions, analytical results, prudential standards,profitability indicators, and all other accounting matters that raisemethodological issues or give rise to potential risks.The Committee shall analyse, at least twice a year, the summaryof the operations and the results of the accounting and financialinternal control based on the information communicated to it byExecutive Management. It shall be briefed of incidents revealed bythe accounting and financial internal control, reported on the basisof the thresholds and criteria defined by the Board of Directors andreports on its findings to the Board of Directors.It is informed by the Chairman of the Board of Directors of anypossible failure to implement corrective measures decided in thescope of the accounting and financial internal control that is broughtto his direct knowledge by the Head of Periodic Control and reportson its findings to the Board of Directors.Relations with the Statutory AuditorsThe Committee shall steer the procedure for selection of theStatutory Auditors, express an opinion on the amount of fees chargedfor conducting the legal auditing engagements and report to theBoard of Directors on the outcome of this selection process.It shall review the Statutory Auditors’ audit plan, together with theirrecommendations and their monitoring.It shall be notified on a yearly basis of the amount and breakdownof the fees paid by the BNP Paribas Group to the Statutory Auditorsand the networks to which they belong, calculated using a modelapproved by the Committee. It shall ensure that the amount or theportion of the audit firms’ revenues that BNP Paribas representsis not likely to compromise the Statutory Auditors’ independence.Its prior approval shall be required for any engagement entailingtotal fees of over EUR 1 million (before tax). The Committee shallapprove, a posteriori, all other engagements, based on submissionsfrom Group Finance. The Committee shall validate Group Finance’sfast-track approval and control procedure for all “non-audit”engagements entailing fees of over EUR 50,000. The Committeeshall receive, on a yearly basis from Group Finance, a report on all“non-audit” engagements carried out by the networks to which theGroup’s Statutory Auditors belong.Each Statutory Auditor shall report on a yearly basis to the Committeeon its internal control mechanism for guaranteeing its independence,and shall provide a written statement of its independence in auditingthe Group.At least twice a year, the Committee shall devote part of a meetingto a discussion with the team of Statutory Auditors, without anymember of the Bank’s Executive Management being present.The committee meets in the presence of the Panel of StatutoryAuditors, to review quarterly, half-yearly and annual financialstatements.However, the Statutory Auditors shall not attend all or part ofCommittee meetings dealing with their fees or their re-appointment.The Statutory Auditors shall not attend all or part of Committeemeetings dealing with specific issues that concern a member oftheir staff.Except in the event of exceptional circumstances, the files containingthe quarterly, half-yearly and annual results and financial statementsshall be sent to Committee members at the latest on the Friday orSaturday morning preceding Committee meetings scheduled for thefollowing Monday or Tuesday.Where questions of interpretation of accounting principles arisein connection with quarterly, half-yearly and annual results, andinvolve choices with a material impact, the Statutory Auditors andGroup Finance shall submit, on a quarterly basis, a memorandum tothe Committee analysing the nature and significance of the issues atplay, presenting the pros and cons of the various possible solutionsand explaining the rationale for the choices ultimately made.The Committee shall review the draft report of the Chairmanon internal control procedures relating to the preparation andprocessing of accounting and financial information.HearingsWith regard to all issues falling within its jurisdiction, the Committeemay, as it sees fit, and without any other member of ExecutiveManagement being present if it deems this appropriate, interviewthe Heads of Group Finance and Accounting, as well as the Head ofAsset/Liability Management.The Committee may ask to hear from the Head of Group Finance withregard to any issue within its jurisdiction for which it may be liable,or the Bank’s management may be liable, or that could compromisethe quality of financial and accounting information disclosed by theBank.”602012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Report of the Chairman - Point 4.aProvisions common to the Financial Statements Committee and tothe Internal Control, Risk Management and Compliance Committee“The Financial Statements Committee and the Internal Control, RiskManagement and Compliance Committee shall meet twice a year.They shall be briefed in that context of the mission plan of theGeneral Inspection and of the audit plan of the Statutory Auditorsand shall prepare the work of the Board of Directors in assessingthe risk policies and management systems.They shall deal with common subjects relating to the risk andprovisioning policy of BNP Paribas. This meeting shall be chaired bythe Chairman of the Financial Statements Committee.”2Report of the Chairman - Point 4.bThe Internal Control, Risk Management and Compliance Committee“It shall hold at least four meetings per year.CompositionThe Internal Control, Risk Management and Compliance Committeecomprises a majority of members meeting the criteria required toqualify as independent, such as it is set by the Board of Directorsin accordance with French market guidelines concerning corporategovernance.No members of the Bank’s Executive Management shall sit on theCommittee.MissionsThe Committee examines the key focuses of the Group’s risk policy,based on measurements of risks and profitability of the operationsprovided to it in accordance with the regulations in force, as wellas any specific issues related to these matters and methodologies.The Committee also tackles all compliance-related issues,particularly those in the areas of reputation risk or professionalethics.The Committee analyses the risk measurement and monitoringreport. Twice a year it examines the internal control operationsand findings (excluding accounting and financial internal control,which is the responsibility of the Financial Statements Committee)based on the information provided to it by Executive Managementand the reports presented to it by the Heads of Permanent Control,Compliance and Periodic Controls. It reviews the Company’sexchanges of correspondence with the Secretariat General of theBanking Commission [Prudential Control Authority (Autorité deContrôle Prudentiel – ACP)].The Committee is briefed on incidents revealed by internal controlthat are reported on the basis of the thresholds and criteria definedby the Board of Directors and reports on its findings to the Boardof Directors.It analyses the status of recommendations made by the GeneralInspection unit that were not implemented. It is informed bythe Chairman of the Board of Directors of any possible failure toimplement corrective measures decided in the scope of the internalcontrol, of which it would have been informed directly by the Head ofPeriodic Control and reports on its findings to the Board of Directors.HearingsIt may interview, without any other member of Executive Managementbeing present, the Head of the General Inspection unit and PeriodicControls, the Head of the Group Compliance and Permanent Controlf unction and the Head of Group Risk Management.It presents the Board of Directors with its assessment concerningthe methodologies and procedures employed.It expresses its opinion concerning the way these functions areorganised within the Group and is kept informed of their workprogramme.”2012 Registration document and annual financial report - BNP PARIBAS 61

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompanyReport of the Chairman - Point 4.c2The Corporate Governance and Nominations Committee“The Committee shall meet as often as necessary.CompositionThe Corporate Governance and Nominations Committee comprisesa majority of members meeting the criteria required to qualify asindependent, such as it is set by the Board of Directors in accordancewith French market guidelines concerning corporate governance.No members of the Company’s Executive Management sit on thisCommittee.MissionsThe Committee is tasked with monitoring corporate governanceissues. Its role is to help the Board of Directors to adapt corporategovernance practices within BNP Paribas and to assess itsperformance.It ensures the follows up on a regular basis of the evolution in thegovernance disciplines at both the global and national levels. Atleast once per year, it presents a summary thereon to the Board ofDirectors. It selects measures that are suitable for the Group andwhich are likely to bring its procedures, organisation and conductin line with best practice in this area.It regularly assesses the performance of the Board of Directors usingeither its own resources or any other internal or external procedurethat it deems appropriate.It examines the draft report of the Chairman of the Board of Directorson corporate governance and all other documents required byapplicable laws and regulations.It prepares, with the Chairman, the deliberations pertaining to theproposal for appointing Directors by the General ShareholdersMeeting.It proposes the appointment of non-voting Directors (censeurs) tothe Board of Directors.The Committee puts forward recommendations for the post ofChairman for consideration by the Board of Directors. Acting jointlywith the Chairman, the Committee puts forward recommendationsfor the post of Chief Executive Officer for consideration by theBoard of Directors, and acting on the recommendation of the ChiefExecutive Officer, it puts forward recommendations for the posts ofChief Operating Officers.The Committee assesses the performance of the Chairman, withouthim being present. It also assesses the performances of the ChiefExecutive Officer and Chief Operating Officers, without them beingpresent.It is also responsible for developing plans for the succession ofCorporate Officers.It makes recommendations to the Board of Directors on theappointment of the Chairmen and the members of the Committeeswhen they are to be renewed.It is also tasked with assessing the independence of the Directorsand reporting its findings to the Board of Directors. The Committeeshall examine, if need be, situations arising should a Director berepeatedly absent from meetings.”Report of the Chairman - Point 4.dThe Compensation Committee“The Committee shall meet as often as necessary.CompositionThe Compensation Committee comprises a majority of membersmeeting the criteria required to qualify as independent, such as itis set by the Board of Directors in accordance with French marketguidelines concerning corporate governance.No members of the Bank’s Executive Management sit on thiscommittee.MissionsThe Committee prepares the work of the Board of Directors on theprinciples of the compensation policy, in particular as concernsfinancial market professionals, in accordance with the regulationsin force.It is tasked with studying all issues related to the personal status ofthe Corporate Officers, and in particular compensation, amount ofretirement benefits and the allotment of subscription or purchaseoptions over the Company’s stock, as well as the provisions governingthe departure of the members of the Company’s management orrepresentational bodies.It examines the conditions, the amount and the distribution of thesubscription or purchase stock option plans. Similarly, it examinesthe conditions for the allotment of free shares.With the Chairman, it is also within its remit to assist the ChiefExecutive Officer with any matter relating to the compensation ofsenior executives that the latter might refer to it.”622012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2INTERNAL C ONTROLThe information below concerning the Group’s Internal Control systemwas provided by Executive Management. The Chief Executive Officer isresponsible for internal control systems and procedures, and for all thestatutory information in the report on Internal Control. This document wasprepared using information provided by the following Group functions:Compliance, Risk Management, Development and Finance, Legal andGeneral Inspection . It was validated by the decision-making body.BNP PARIBAS INTERNAL CONTROLREFERENCESInternal controls in the banking sector in France and internationally areat the centre of banking and financial regulations and are governed by awide range of laws and regulations.The main regulation in this field applicable to BNP Paribas is CCLRFRegulation 97-02 (1) as amended, which defines the conditions forimplementing and monitoring internal control systems in banks andinvestment firms. These rules lay down the principles relating to controlsystems for transactions and internal procedures, accounting systemsand information processing, risk and performance measurement systems,risk supervision and control systems, and internal control documentationand reporting systems. Under article 42 of this Regulation, banks arerequired to prepare an annual statutory report on internal control forthe attention of the Board of Directors.As required by Regulation 97-02, BNP Paribas has set up an internalcontrol system (referred to herein as internal control) in which distinctorganisations and managers are in charge of permanent controls(including Compliance and Risk Management) and periodic controls.The internal control system must also take into account, as appropriate,the AMF’s General Regulations (French Securities Regulator), regulationsapplicable to branches and subsidiaries outside France and to specialisedoperations such as portfolio management and insurance, the most widelyaccepted industry practices in this area and the recommendations ofinternational bodies dealing with the capital adequacy frameworkissues, foremost among which are the Basel Committee, the FinancialStability Board and the European authorities (European Banking Authority,European Securities and Markets Authority).INTERNAL CONTROL DEFINITION,OBJECTIVES AND STANDARDSThe Executive Management of the BNP Paribas Group has set up ani nternal c ontrol system whose main aim is to ensure overall controlof risks and provide reasonable assurance that the Bank’s goals in thisarea are being met. This system is defined in the Group’s Internal ControlCharter, which serves as its basic internal reference document. Widelydistributed within the Group and freely available to all Group employees,this Charter defines internal control as a mechanism for ensuring:■ the development of a strong risk control culture among employees;■ the effectiveness and quality of the Group’s internal operations;■ the reliability of internal and external information (particularlyaccounting and financial information);■ the security of transactions;■ compliance with applicable laws, regulations and internal policies.The Charter lays down rules relating to the organisation, lines ofresponsibility and remit of the various players involved in i nternalc ontrol, and establishes the principle that the different control functions(Compliance, General Inspection and Risk Management) must operateindependently.SCOPE OF INTERNAL CONTROLOne of the fundamental principles of i nternal c ontrol is that it mustbe exhaustive in scope: it applies to the same degree to all types ofrisk and to all entities in the BNP Paribas Group, whether operational(divisions, business lines, functions and territories) or legal (branches andsubsidiaries capable of consolidation), without exception. It also extendsto core services or operational activities that have been outsourced, inaccordance with regulatory requirements, as well as to companies forwhich the Group ensures operational management, even if not integratedin the scope of consolidation.Implementing this principle requires a precise overview of the allocationsof responsibilities and must factor in the ongoing growth in the Group’sbusinesses.FUNDAMENTAL PRINCIPLES OF INTERNALCONTROLInternal control at BNP Paribas is based on the following key principles:■ responsibility of operational staff: the permanent control mechanismmust be incorporated within the operational organisation of theentities. Operational managers must ensure effective control overthe activities for which they are responsible, and all employees areunder a duty to blow the whistle on any problems or failings of whichthey are aware;■ exhaustiveness of internal control (see above, under “Scope of i nternalc ontrol”);2(1) This document is frequently amended so as to improve the efficiency of Internal Control mechanisms.2012 Registration document and annual financial report - BNP PARIBAS 63

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2■ segregation of tasks: this applies to the various phases of a transaction,from origination and execution, to recording, settlement and control;segregation of duties is also reflected in the introduction of specialisedcontrol functions and in a clear distinction between permanent andperiodic control;■ proportionality of risks: the scope and number of controls must beproportional to the level of risk involved. These controls may consistin one or more controls carried out by operational managers and, ifnecessary, one or more permanent control functions; control exercisedby an independent function may take the form of a “second set ofcontrol”. Any disagreements are referred to a higher level in theorganisation (escalation process);■ appropriate governance: involving the various players of the internalcontrol and covering all its aspects, be them organisation, controlsand oversight; the Internal Control Committees are key instrumentsof such governance;■ internal control traceability: this relies on written procedures andaudit trails. Controls, results, exploitation and information reported byentities to higher Group governance levels must be traceable.Periodic control teams (General Inspection ) verify that these principlesare complied with by carrying out regular inspections.ORGANISATION OF INTERNAL CONTROLInternal control at BNP Paribas consists of permanent and periodiccontrols. While they are complementary, they are distinct andindependent of one another:■ permanent control is an overall process for the ongoing implementationof risk management and monitoring of strategic actions. It is carriedout by operational staff, and their line managers, and by independentpermanent control functions either within or independent of theseoperational entities;■ periodic control is an overall process for “ex post” verification of theoperation of the Bank, based on investigations that are conductedby the General Inspection , which performs these functions on anindependent basis.Board of DirectorsExecutive ManagementINTERNAL CONTROL COORDINATION COMMITTEEHead ofGENERALINSPECTIONHead ofFINANCEHead ofRISKMANAGEMENTHead ofCOMPLIANCEHeads ofLEGAL & TAXHeads ofDIVISIONS (1)Heads ofOTHERFUNCTIONSGENERALINSPECTIONFUNCTIONFINANCEFUNCTIONRISKMANAGEMENTFUNCTIONCOMPLIANCE/ 2OPCFUNCTIONLEGAL & TAXFUNCTIONSBUSINESSLINESOTHERFUNCTIONS(1) Retail business lines are treated as divisions.642012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2MAJOR PLAYERS INVOLVED WITHINTERNAL CONTROL■ Executive Management, reporting to the Board of Directors, isresponsible for the Group’s overall Internal Control system.■ Operational staff, at all levels (front/middle/back office, supportfunction), and in particular those in the reporting line of commandhave first-level responsibility for risk management and are leadingpermanent control players. They carry out first-level controls:controls of the transactions handled by them and for which they areresponsible, controls on the operations or transactions handled byother operational staff or management controls.■ Independent permanent control functions. These functions carry outsecond-level controls:■■■Compliance contributes to permanent control of the risk of noncompliance,so as to ensure that the Group conforms to legal andregulatory provisions, professional standards and codes of conduct,as well as to the overall strategy of the Board of Directors andExecutive Management directives. It is integrated in the operationalentities under the responsibility of the Heads of operating units butthe independence of the team managers in charge of compliancein the divisions and support functions is ensured, in particular bya shared oversight, with the Head of Compliance f unction. TheHead of Compliance, who is a member of the Group’s ExecutiveCommittee, reports to the Chief Executive Officer and representsthe Bank before the Autorité de Contrôle Prudentiel with regard toall matters concerning permanent controls.Its dedicated teams are also responsible for supervising, on theone hand, the systems of permanent control, and on the otherhand, under powers delegated by the Head of Risk Management, themeasurement and oversight of the operational risks of the variousareas of business (divisions and business lines) and both supportand control functions.Lastly, its Head is responsible for coordinating the Group’s overallinternal control system, in chairing the Internal Control CoordinationCommittee and major cross-functional projects, in particular thoseintended to strengthen the internal control system;Group Risk Management contributes, in particular through its“second set of controls” of transactions and new activities, toensuring that the credit and market risks taken by BNP Paribascomply and are compatible with its policy and its profi tabilitytargets. The duties associated with this function at Group RiskManagement level are exercised independently of the divisionsand support functions, contributing to the objectiveness of itspermanent control. Its Head, who is a member of the Group’sExecutive Committee, reports directly to the Chief Executive Officer;Group Finance is responsible for the preparation of financialstatements and quality control management, overseeing projectmanagement for the Group’s financial information systems andensuring the compliance of the Group’s financial structure. Its Headreports directly to the Chief Executive Officer;■other functions are key players involved in permanent control intheir respective areas of responsibility: Legal, Tax, InformationTechnology & Processes, Human Resources.■ Periodic control (“third-level” control) is independently exercised byGeneral Inspection for all Group entities. It includes:■inspectors based at headquarters, who are authorised to carry outcontrols throughout the Group;■ auditors deployed at geographical or business line hubs.Periodic controls fall under the responsibility of the Head of GeneralInspection who reports to the Chief Executive Officer.■ The Board of Directors exercises internal control duties, in particularthrough the Internal Control, Risk Management and ComplianceCommittee, which:■analyses reports on internal control and on measuring andmonitoring risks, as well as General Inspection reports on itsoperations, and exchanges of correspondence with the mainregulators;■ examines the key focuses of the Group’s risk management policy.The Heads of the Compliance, Risk Management and General Inspectionfunctions report on the performance of their duties to the Chief ExecutiveOfficer, and whenever he or the Board of Directors consider it necessary,to the Board. They also report periodically to the competent Boardcommittee (as a general rule, the Internal Control, Risk Managementand Compliance Committee). At their request, they may be interviewedby the Board.COORDINATION OF INTERNAL CONTROLAn Internal Control Coordination Committee (ICCC) meeting is heldperiodically with the main players involved in permanent control (seeabove), the Heads of the divisions or their representatives, and the Headof periodic control.This C ommittee:■ is chaired by the Head of Compliance, who sits on the Group’s ExecutiveCommittee, and steers the coordination of the Group’s internal control;■ is not intended to replace the different Group Risk Managementcommittees but to enhance their effectiveness within the overallsystem;■ guarantees the consistency of the internal control system and itscompliance with regulations;■ seeks to promote the use of shared internal control tools;■ contributes to the overall consistency of the Annual Reports on internalcontrol and investment services control prepared by the permanentcontrol and periodic control functions as required under their “Charterof responsibilities”, and of the report of the Chairman of the Board ofDirectors on internal control procedures.22012 Registration document and annual financial report - BNP PARIBAS 65

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2In 2012, the ICCC addressed the following issues:■ the update of the Internal Control Charter with clarification on the“second set of controls” principle, the escalation process, the duty toraise concerns, and the independence of the control functions;■ the Group’s policy on penalties for misconduct by employees;■ the Group’s policy on anti-corruption;■ the Group’s policy on handl ing client complaints;■ the follow-up of recommendations from periodic control and regulators.PROCEDURESChecking procedures is one of the key tasks of the permanent controlsystem, alongside identifying and assessing risks, running controls,verifying reporting processes and overseeing the monitoring system.Written guidelines are distributed throughout the Group and providethe basic framework for the Group’s internal control, setting out theorganisational structures, procedures and controls to be applied. TheCompliance f unction, at headquarters level, and in the context of thesupervision of the permanent operational control system, checks thatprocedural guidelines are regularly monitored for completeness. Effortsare continuing to streamline the set of procedures and the applicablestandards, improve their distribution and planning, make them moreaccessible and design better tools for storing them, both at the levelof cross-function al procedures and procedures for operational entities(level-3 procedures).The Group’s cross-functional guidelines (levels 1 and 2) are updated aspart of an ongoing process in which all the core businesses and functionsactively participate. As regards the organisation of controls, the twiceyearlysurveys on the effectiveness of processes have been integratedinto the twice-yearly reporting on the permanent control.Among the Group’s cross-functional procedures, applicable in all entities,the following are especially important in terms of controlling risks:■ procedures dealing with the validation of exceptional transactions,new products and new activities;■ the procedure for the approval of day-to-day credit and markettransactions.These processes essentially rely on committees (exceptional transactions,new activities and new products committees, credit committees, etc.)principally comprising operational staff and permanent control functions(Risk Management and Compliance, as well as Finance, Legal and otherfunctions involved) who exercise a “second set of controls” control oftransactions. In the event of a disagreement, it is referred to a higher levelin the organisation. At the top of the process are the Committees (CreditCommittee, Capital Market Risk Committee and Risk Policy Committee) onwhich members of Executive Management sit. In addition, since the endof 2008, a monthly Risk Committee has met, comprising all the membersof Executive Management, as well as, in particular, the Heads of GroupRisk Management (GRM) and Finance f unctions, so as to ensure morefrequent monitoring of trends in Group risks.HIGHLIGHTS OF 2012Group ComplianceThe structure of the Compliance f unction remained stable in 2012. Slightchanges were made to the distribution of certain responsibilities withinits central unit, Group Compliance, in order to reflect the operationalorganisation of the Group in the Divisions and Retail unit defined at theend of 2011.In 2012, the following key actions were taken as a result of the Compliancef unction’s work:■ The corpus of Group standards was supplemented by several importantdocuments setting out the Group’s rules and standards on the handlingof client complaints, the rules relating to the proper use of electronicmessaging, organisation of relations with the French ombudsman inthe area of prevention of discrimination and the promotion of equality.■ Governance in the area of Group Financial Security and Protection ofthe i nterests of the clients was further strengthened, particularly bythe introduction of a more comprehensive set of business monitoringindicators.Among the improvements made to the corpus of Group standards,additions were made to the Financial Security generic control planapplicable to the Group’s entities.With the help of experts, initiatives and training on the prevention ofmoney laundering and the financing of terrorism, compliance withembargos and protection of client s’ interests continued and werestrengthened throughout the Group.■ The year 2012 was marked by the creation of a Group ProfessionalEthics Committee, whose main objective is to strengthen thesupervision provided by the Group Compliance f unction in the area ofp rofessional e thics. The object is to improve the effectiveness of themechanisms in the development of compliance plans and ensuringthat they are effectively monitored.■ In the area of market integrity, the market abuse preventionmechanisms have been strengthened and the new regulatoryobligations, particularly in the area of short selling, have beenimplemented.Permanent operational controlThe Group’s permanent control and operational risk managementsystem is underpinned by two key principles: strong accountability ofoperational staff for risk management and second-level control overrisk management by independent functions. Several significant steps areworthy of particular mention:■ Particular attention has been paid to the successful deploymentof the various initiatives launched in previous years with a view tobetter defining the responsibilities of first and second-level control,whether in terms of permanent control and operational risk, fraud andcorruption prevention and protection, or the management of businesscontinuity.■ Awareness campaigns and training for employees on operationalrisks, and more specifically, on the risks of fraud and corruption, havebeen developed, and the offer of training and the online publicationof awareness modules have been extended.662012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2■ The implementation of standard controls for key business processeshas continued in the Group’s various entities, and has now reached alevel that is globally satisfactory.■ The system of management of procedures has been revised in orderto better define the responsibilities of the various parties involved andthe norms and standards that each entity must observe in terms offormalisation, validation and dissemination of procedures.■ Throughout the year, management has been extremely vigilant inmonitoring the implementation of recommendations issued by variousentities (General Inspection , Statutory Auditors and Regulators).■ Administrative authorisation was received to deploy the BNP Paribasmethod of calculating capital requirements for the operational riskof the ex-Fortis entities, which therefore allowed the use of a singleAdvanced Measurement Approach (AMA) for all the Group’s entitiesthat opted for that method.■ The manner of exercising second-level control over issues ofoperational risk and permanent control mechanisms during theprocess of validation of new activities and organisations has beenclarified. More generally, the function of supervising operational riskswas developed, by means of on site or cross-disciplinary reviewsintended to better analyse the risk profile of the entities or of abusiness line.The targets set for 2013 include industrialisation of the approach tothe management of operational risks and new developments in termsof oversight of the permanent control system by independent controlfunctions.Periodic controlThe project to upgrade General Inspection ’s information system carriedout with the central Information Technology and Processes (ITP) functionprogressed on schedule in 2012. The aim of this project is to develop asingle integrated tool to be used to apply a single methodology sharedby everyone throughout the General Inspection function (UNIK).The study of various GRC (Governance, Risks and Compliance) softwaresuites launched in 2011 ended with the signature of a contract with asoftware developer in June 2012. The second half of the year was devotedto joint work with the developer with a view to the delivery of a firstdemonstration version in the first half of 2013, which will be followedby the delivery of a production version in the second half of that year.In 2012, the revision of the various operational audit processes was alsoformalised and approved. In the last quarter of 2012, the majority ofauditors were trained in the new audit methodology.The implementation of this new methodology and of the tool, in 2013and 2014, will be accompanied by a cross-disciplinary plan to managethe change.The main methodological changes relate to the “finding” and“recommendation” model in line with the revision of riskassessment carried out in 2011. The structure of findings wasstandardised by the introduction of nine standard attributes enablingits location, causes and consequences to be determined. With regard tothe location of the finding, it is now established using two dimensions,one based on the Bank’s organisation (businesses, geographical areasand legal entities), the other based on a standardised nomenclature forthe Group’s activities in thirty-nine generic processes distributed in four“clusters”. Two other important amendments should also be mentioned:first, each finding no longer automatically gives rise to a recommendation,in which case the remedial actions are left to the initiative of the auditedentity, and secondly, findings and recommendations are no longer thesubject of an individual listing; only the missions will be listed.Still with a view to continuous progress in the quality of its work, theQuality Assurance Review (QAR) programme continued with six newassignments completed in 2012. Since its launch in November 2006,this programme has enabled the practices of all audit teams to bebenchmarked against professional standards and the referenceframework defined by the function.The same level of effort continued to be made in the area of vocationaltraining. Thus, 82,300 hours of training were provided in 2012 throughoutGeneral Inspection .The number of certified auditors (“Certified International Auditors” – “CIA”,“Certified Information System Auditors” – “CISA”, etc.) has increased by2.6% to 200. The ratio of certified auditors is 19% of total auditors, anincrease of 2% compared to 2011.2THE INTERNAL CONTROL WORKFORCEAt the end of 2012, the various internal control functions had the following workforce (in full-time equivalent staff - FTEs):2007 20082009(excludingFortis)2009(includingFortis) 2010 2011 2012Change2012- 2011Compliance (excluding PermanentControl/2OPC) 740 864 904 1,125 1,369 1,567 1,577 (1) +0.64%Permanent Control/Operational riskoversight (2OPC) 439 562 637 760 315 (2) 381 368 (1) -3.5%Group Risk Management 881 954 950 2,940 (3) 1,801 1,971 1,965 -0.3%Periodic Control 854 828 824 1,016 1,014 (4) 1,107 1,030 -7%TOTAL 2,914 3,208 3,315 5,841 4,499 5,026 4,940 -1.7%(1) End-of-year estimates.(2) After redeployment of employees (see explanations below).(3) Before redeployment of Fortis employees.(4) Including TEB (Turk Ekonomi Bankasi) employees.2012 Registration document and annual financial report - BNP PARIBAS 67

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Second-level permanent control■ With an estimated 1,577 FTEs at the end of the 2012, the Complianceworkforce (excluding Permanent Control-2OPC) remained stablecompared to the 2011 figures (1,567 FTEs) and was in line with theestimates made in the previous year.Among the main highlights of the year, on the one hand, the RetailBanking teams in France were strengthened to deal with the increasedvolume of transactions to be analysed, and on the other, the InvestmentPartners teams were reduced due to the restructuring of that businessline (closures/mergers of entities).Staffing levels in the Group’s other entities remained virtuallyunchanged, as they did in the Group f unctions.The ratio of Compliance employees (excluding 2OPC) to total Groupemployees was 0.81%, compared to 0.79% in 2011.■ The repositioning of the permanent control and operational riskoversight function decided upon in 2010 has led to a reallocation tothe operational entities of part of the workforce (400 FTEs) previouslycounted as part of permanent operational control. With effect from2010, only staff that can clearly be assigned to second-level controls/second line of defence functions have been counted. The 2010 figuresare therefore not comparable with earlier figures. The change in 2012can be explained by the trend in the activity of certain business linesand various adjustments in the Retail business lines.■ At the end of 2012, the Group Risk Management workforce, includingthe risk departments at BNP Paribas Fortis, BGL BNP Paribas, BNL andPersonal Finance, remained stable at 1,965 FTEs.Periodic controlThe workforce of General Inspection was 1,030 FTEs on31 December 2012, including 970 FTEs devoted to the performanceof audit (excluding the function’s support staff) compared to 1,107(1,043 FTEs excluding the function’s support staff) at the end of 2011.The overall ratio of auditors to auditees was 0.53%.INTERNAL C ONTROL P ROCEDURES R ELATED TO THE P REPARATIONAND PROCESSING OF A CCOUNTING AND F INANCIAL I NFORMATIONROLES AND RESPONSIBILITIES INTHE PREPARATION AND PROCESSINGOF ACCOUNTING AND FINANCIALINFORMATIONActing under the authority of the Chief Executive Officer, the Financefunction is responsible for the preparation and processing of accountingand financial information. Its duties and responsibilities are defined in aspecific charter and include:■ defining accounting policies and standards as well as managementprinciples and standards;■ producing accounting information and associated regulatory reports;■ producing information relating to solvency and liquidity ratios,including the determination of such ratios and associated regulatoryreports;■ preparing management information (achieved and forecast) andproviding the necessary support for financial policy;■ managing the risk associated with fi nancial information (results,balance sheet, solvency, liquidity) by implementing a permanentoperational control system;■ handling the Group’s corporate communication, ensuring that it is ofgood quality and well-perceived by the markets;■ overseeing the architecture, design and deployment of the financialinformation systems (results, balance sheet, solvency, liquidity);■ handling the organisation and operational processing of activitiesassociated with the Finance f unction;■ exercising a warning function as regards Executive Management.These tasks require the various persons concerned to have athorough knowledge of their particular area. That knowledge relies onunderstanding and monitoring financial information at every level of theGroup, while complying with applicable time limits.Thus, the responsibilities of the Finance f unction are exercised in thefollowing way:■ The production of accounting and financial data, and the controlsthat contribute to their reliability, are first handled by the Financef unction at the level of each entity. The Finance Department of theentity, transmits the information produced to the Division/OperationalEntity (OE) and, certifying that it is reliable, in accordance with theinternal certification procedure described below.■ For their part, the Divisions/OE – Business Lines then perform afinancial analysis, checking the data produced by the entities, andcontribute to its quality, particularly by carrying out appropriatereconciliations between the accounting and management data, attheir level.■ Centrally, Group Finance prepares the reporting instructions distributedto all the Divisions/OE – Business Lines and consolidated entities,thus promoting the homogenisation of the data and their compliancewith the Group’s rules. It gathers all the accounting and managementinformation produced by the entities once it has been approved bythe Divisions/OE and assembles and consolidates these data for useby Executive Management or for external reporting to third parties.682012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2PRODUCTION OF ACCOUNTINGAND FINANCIAL INFORMATIONAccounting policies and rulesThe local financial statements for each entity are prepared accordingto the accounting standards prevailing in the country where the entitycarries on business, while the Group consolidated financial statementsare prepared under IFRS (International Financial Reporting Standards)as adopted by the European Union.Within Group Finance, the Group’s Accounting Policies and StandardsDepartment defines the accounting principles to be applied on a Groupwidebasis, which are based on IFRS. It monitors regulatory changesand prepares new accounting principles with the necessary level ofinterpretation. A manual of the Group’s IFRS accounting principles isavailable to the Divisions/OE – Business Lines on the internal networkcommunication tools (Intranet) at BNP Paribas. It is regularly updatedto reflect regulatory changes.The Group’s Accounting Policies and Standards Department also handlesrequests for specific accounting studies made by the Divisions/OE –Business Line or accounting entities, particularly when a new financialproduct or transaction is designed or booked in the accounts.Finally, a department within Group Finance is also dedicated to thepreparation of management policies and standards. Its work is based onthe needs identified by the management channel. These principles andstandards can also be accessed using internal network tools (Intranet).The accounting principles and rules associated with solvency are withinthe remit of Group Risk Management (GRM), and those associated withliquidity are within the remit of ALM – Treasury.The process of preparing informationThere are two distinct reporting channels involved in the process ofpreparing information:■ The accounting channel: in particular, this channel handles productionof the entities’ financial and analytical accounts and preparation ofthe Group’s financial statements in accordance with accountingpolicies and standards. It also produces related information relevantto solvency and liquidity, while ensuring that it is reconciled with theaccounts at every level.■ The management channel: this prepares management information (inparticular organised by Divisions/OE – Business Lines and put togetheron the basis of data per entity) relevant to the financial managementof the businesses in accordance with the internal principles andstandards adopted. It ensures the consistency of the management datawith the accounting data, at every level. This channel is responsible forthe preparation of solvency and liquidity ratios and for their analysis.Group Finance designs, deploys and administers the reporting toolsof the two reporting channels, intended to provide information for thewhole Group, while taking their respective objectives and their necessarycomplementarity into account.Group Finance promotes the establishment of standard accountingsystems within the Group’s entities, which are designed at Group leveland are progressively being deployed. This approach promotes thesharing of information and facilitates the implementation of crossfunctionalprojects against the background of the development of pooledaccount processing and synthesis within the Group.With regard to liquidity, a specific programme was put in place in 2012in collaboration with the staff of ALM-Treasury. It is particularly intended,in the area of reporting:■ to define the applicable policies and methodologies having regard tothe regulations being prepared;■ to define and implement permanent tools and processes both at thelevel of the Group and at the level of the Divisions/OE – BusinessLines and entities.Its main work should be completed between now and the end of 2013, soas to be compatible with the expected opening of the ratio observationperiod in 2014.PERMANENT CONTROL OF ACCOUNTINGAND FINANCIAL INFORMATIONInternal control within the Finance functionTo enable it to monitor management of the risk associated with accountingand financial information centrally, Group Finance has a Group Control& Certification Department, which has the following key responsibilities:■ defining the Group’s policy as regards the accounting internal controlsystem. Under this system, the entities implement principles thatorganise the accounting internal control environment and key controlsintended to ensure the reliability of the information contained intheir consolidation reporting package. The Group has issued internalaccounting control guidelines for use by the consolidated entities and astandard accounting control plan listing the major mandatory controlsaimed at covering the accounting risk;■ ensuring the correct functioning of the accounting internal andfinancial information control environment within the Group, inparticular through the internal account certification proceduredescribed below; quarterly reporting to Executive Management andto the Financial Statements Committee of the Board of Directors on thequality of the financial statements being produced within the Group;■ jointly with GRM, ensuring the correct functioning of the systemsof collection and processing of consolidated credit risk reports, inparticular by means of a specific certification mechanism and qualityindicators;■ monitoring implementation by the entities of recommendations madeby the Statutory Auditors and the General Inspection relating to theaccounting risk, in conjunction with the Divisions/OE – Business Lines.This monitoring is facilitated by use of dedicated tools that enable eachentity to monitor the recommendations made to it and to regularlyreport on the progress made on the various action plans. Centralisedmonitoring of these recommendations enables Group Finance toidentify improvements to the accounting internal control system madewithin the consolidated entities, identify any cross-functional problemsand, if necessary, revise the Group-level procedures and instructions.In the case of the accounting channel, these missions are passed on tothe Finance Departments of the Divisions/OE by central control teams,who oversee the entities closely and, if necessary, implement accountingcontrol procedures geared to the specific needs of their scope.22012 Registration document and annual financial report - BNP PARIBAS 69

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Finally, depending on the size of the entities, correspondents or staff,the implementation of the Group’s accounting internal control principlesleads to the setting-up of dedicated accounting control teams by theentities’ Finance Departments. In this respect, the pooling approach tothe work of synthesising accounts within the regional platforms that hasbeen adopted within the Group, which allows for greater harmonisationof the reporting and control processes and increases their effectivenesswithin the entities concerned, also ensures that the accounting controlteams are of the right size and have the right expertise for their needs.The key responsibilities of these local teams are as follows:■ to liaise between Finance and the back offices feeding the accountingsystem, particularly by verifying that the latter have the necessaryinformation to carry out their accounting work (training in theaccounting tools made available to them, knowledge of the accountingsystems, etc.);■ to implement the second-level accounting controls within all entitieswithin their scope. In a decentralised accounting framework, thesecontrols are in addition to the first level controls carried out by backoffices, and particularly rely on accounting control tools that, forexample, make it possible, in the case of each account, to identify thedepartment responsible for its justification and control, to reconcilethe balances recorded in the accounting system with the balances inthe operational systems for each business, and to identify, justify andmonitor the clearing of suspense accounts;■ to coordinate the “elementary certification” process (described below)whereby the various departments of an entity report on the controlsthat they have carried out;■ to ensure that the accounting internal control system enables theentity’s Finance Department to have sufficient oversight of the processof preparation of account summaries, and in particular over all theelements necessary for the Group’s certification process (describedbelow). The formalisation of the work of closing using tools to mapthe processes and associated risks, and to document the controls,contributes to the achievement of this objective.Internal Certification ProcessAt Group levelGroup Finance, using the FACT “Financial Accounting Control Tool”, runsa process of internal certification of the quarterly data produced by eachentity for the consolidation reporting package, of the validation workcarried out within the Finance Departments of the Divisions/BusinessLines and of the process of consolidation for which the Group Reportingdepartment of Group Finance is responsible.The Heads of Finance of the entities concerned certify to Group Financethat:■ the data transmitted has been prepared in accordance with the Group’snorms and standards;■ that the accounting internal control system guarantees its qualityand reliability.The main certificate completed by the entities consolidated by globalor proportional integration reproduces the results of all of the majorcontrols defined in the Group’s accounting control plan, and leads tothe determination of a rating for each entity. Entities consolidated bythe equity method complete an appropriate certificate. Finally, nonconsolidatedentities are the subject of an annual simplified certificationprocedure.This certification system is also applied to the credit risk in collaborationwith GRM. It should be implemented in 2013 for data relating to liquidityin collaboration with ALM-Treasury.This internal certification process forms part of the overall Groupinternal control monitoring system and enables Group Finance, whichhas overall responsibility for the preparation and quality of the Group’sconsolidated financial statements, to be informed of any problems in thefinancial statements and to monitor the implementation by the entities ofappropriate corrective measures. A report on this procedure is presentedto Executive Management and to the Financial Statements Committee ofthe Board of Directors at the close of the Group’s quarterly consolidatedaccounts.At entity levelIn order to ensure the oversight of all the processes of preparation ofaccounting information at the level of each entity’s Finance Department,Group Control & Certification recommends implementing an “elementarycertification” (or “sub-certification”) process for accounting data wheneverthe processing of transactions and the preparation of accounting andfinancial data are organised in a decentralised way that makes such aprocess necessary.This is a process whereby the providers of information contributing tothe preparation of accounting and financial data (e.g. middle office, backoffice, Human Resources, Accounts Payable, etc.) formally certify thatthe basic controls designed to ensure the reliability of the accountingand financial data for which they are responsible are working effectively.The elementary certificates are sent to the local Finance Department,which analyses them in combination with the accounting controls thatit exercises directly, prepares a summary report intended to be used toprepare the main certificate, and liaises with the various players in orderto monitor points requiring attention.The FACT application also makes it possible to automate this subcertificationprocess by providing entities with a dedicated environmentin which they can directly manage the processes set up at their level.Control of valuations of financial instrumentsand determinations of the results of markettransactionsGroup Finance, which is responsible for the production and qualityof the Group’s accounting and management information, delegatesthe assessment and control of market values or models of financialinstruments to the different players involved in measuring financialinstruments within the overall process of monitoring market risk andmanagement data.702012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2Controlling these operations, which concerns all players, is theresponsibility of the Finance f unction. The purpose of these controlprocedures is as follows:■ to ensure that transactions involving financial instruments are properlyrecorded in the Group’s books in accordance with Group policies forproducing financial and management data;■ to guarantee the quality of financial instrument measurement andreporting used both in preparing the financial and managementaccounts and in managing and monitoring market and liquidity risk;■ to ensure that the results of market transactions are determined,understood and analysed correctly;■ to control the related operational risks.This permanent control process is based upon a range of organisationalprinciples defined in the Group’s internal control Charter and exists ateach level in the organisation, i.e., Group, Corporate and InvestmentBanking Division and in the main entities recording market transactionsin their accounts.Finance Departments perform controls at their level and have visibilityover the entire process via dedicated corporate investment banking teams(“CIB Financial Control”). They decide on the information that must bereported by the various players: this comprises both quantitative andqualitative data indicating trends in different businesses as well as theresults and quality of upstream controls carried out.Committees that meet on a monthly basis are being set up to bring all ofthe players together to discuss the entire range of issues concerning themeasurement and recognition of market transactions in the accountingsystems. As part of the quarterly accounts closing process, CIB Financereports back to an arbitration and decision-making committee (“PFC”– Product Financial Control Committee) chaired by the Group ChiefFinancial Officer on the actions of the CIB Financial Control teams andtheir work to enhance control effectiveness and the reliability of themeasurement and recognition of the results of market transactions.This committee meets every quarter and brings together Group Finance,Corporate Investment Banking and Group Risk Management.Development of the systemThe control system is continuously adapted to the Group’s requirements.The procedures described form part of an evolving system that aims toguarantee an adequate level of control throughout the Group.In particular, in collaboration with the Divisions/OE – Business Lines, stepsare taken systematically to review the quality of the process of accountcertification, with the gradual deployment of indicators calculated toapply to certain controls, and one-off actions directed at certain majorcontrols. These steps are supplemented by presentations made to thevarious committees concerned with Finance, on-site inspections, thedistribution of Group procedures giving details of certain major controls,and finally detailed instructions intended to ensure homogenous responseprocedures and adequate documentation for that process.Similarly, with regard to data used for the solvency ratio, specific stepsare taken to improve the production processes. In particular, with regardto the reconciliation of accounting data and information relating to thecredit risk, standard methodologies have been defined and deployedwithin the most significant entities to strengthen the audit trail andto ensure close collaboration between the Finance and Risks teams incarrying out analyses. This approach is being extended to other entitiesin the Group.The system will also be adapted in the context of the programmeembarked upon to review liquidity reporting.PERIODIC CONTROL – CENTRALACCOUNTING INSPECTION TEAMGeneral Inspection includes a team of inspectors (the Central AccountingInspection Team) specialised in financial audits. This reflects the strategyof strengthening the Group’s internal audit capability both in terms oftechnical scope and the areas of accounting risk tackled in the auditengagements undertaken.Its action plan is based on the remote accounting internal control toolsavailable to Group Finance and the risk evaluation chart set up by GeneralInspection .The core aims of the team are as follows:■ to constitute a hub of accounting and financial expertise in orderto reinforce the capability of General Inspection when carrying outinspections in such areas;■ to disseminate internal audit best practices and standardise the qualityof audit work throughout the Group;■ to identify and inspect areas of accounting risk at Group level.RELATIONS WITH THE GROUP’SSTATUTORY AUDITORSEach year, the Statutory Auditors issue a report in which they give theiropinion concerning the fairness of the consolidated financial statementsof the BNP Paribas Group as well as the annual financial statements ofthe Group’s companies.The Statutory Auditors also carry out limited reviews on the closing ofthe half-yearly accounts, and specific tasks in relation to the quarterlyaccounts. As part of their statutory audit assignment:■ they examine any significant changes in accounting standards andpresent their recommendations to the Financial Statements Committeeconcerning choices with a material impact;■ they present the Finance f unctions of the entities/Business Lines/divisions, and of the Group, with their conclusions, and in particularwith any observations and recommendations intended to improvecertain aspects of the internal control system that contributes to thepreparation of the accounting and financial information that theyexamined in the course of their audit.The Financial Statements Committee of the Board of Directors is briefedconcerning accounting choices that have a material impact, as discussedin section 2.2.1 “Corporate Governance”.22012 Registration document and annual financial report - BNP PARIBAS 71

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany2CORPORATE COMMUNICATIONS (PRESSRELEASES, SPECIAL PRESENTATIONS, ETC.)Financial reports are prepared for external publication by the InvestorRelations and Financial Information team, within Group Finance, forthe purpose of presenting the Group’s different activities, explainingits financial results and providing details of its development strategyto individual shareholders, institutional investors, financial analystsand rating agencies, while observing the principle that the financialinformation presented should conform to that used internally.The team, which reports to Executive Management and the ChiefFinancial Officer, devises the format in which financial information ispublished by the Group. It liaises with the Divisions and f unctions whendesigning the presentation of the Group’s results, strategic projects andspecial presentations for external publication.Due to the growing demands of investors and the Group’s determinationto be at the leading edge of European corporate communications,BNP Paribas has adopted a detailed communications format designedto present its results to the financial markets on a quarterly basis. TheStatutory Auditors are associated with the validation and review phaseof press releases relating to the closing of quarterly, half-yearly orannual financial statements, before their presentation to the FinancialStatements Committee and to the Board of Directors.722012 Registration document and annual financial report - BNP PARIBAS

CORPORATE GOVERNANCEStatutory Auditors’ report, prepared in accordance with article L.225-235 of the French Commercial Codeon the report prepared by the Chairman of the Board of Directors of BNP Paribas22.3 Statutory Auditors’ report, prepared inaccordance with article L.225-235 of the FrenchCommercial Code on the report prepared by theChairman of the Board of Directors of BNP ParibasDeloitte & Associés185, avenue Charles de Gaulle92524 Neuilly-sur-Seine CedexPricewaterhouseCoopers Audit63, rue de Villiers92208 Neuilly-sur-Seine CedexMazars61, rue Henri Regnault92400 Courbevoie2This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speakingreaders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicablein France.BNP Paribas16 boulevard des Italiens75009 ParisFor the year ended 31 December 2012To the Shareholders,In our capacity as Statutory Auditors of BNP Paribas, and in accordance with article L.225-235 of the French Commercial Code (Code de commerce), wehereby report to you on the report prepared by the Chairman of your company in accordance with article L.225-37 of the French Commercial Code forthe year ended 31 December 2012.It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report describing the internalcontrol and risk management procedures implemented by the company and providing the other information required byarticle L.225-37 of the French Commercial Code in particular relating to corporate governance.It is our responsibility:■ to report to you on the information set out in the Chairman’s report on internal control and risk management procedures relating to the preparationand processing of financial and accounting information, and■ to attest that the report sets out the other information required by article L.225-37 of the French Commercial Code, it being specified that it is notour responsibility to assess the fairness of this information.We conducted our work in accordance with professional standards applicable in France.Information concerning the internal control and risk management procedures relating to the preparationand processing of financial and accounting informationThe professional standards require that we perform procedures to assess the fairness of the information on internal control and risk managementprocedures relating to the preparation and processing of financial and accounting information set out in the Chairman’s report. These proceduresmainly consisted of:■ obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of financial andaccounting information on which the information presented in the Chairman’s report is based, and of the existing documentation;■ obtaining an understanding of the work performed to support the information given in the report and of the existing documentation;■ determining if any material weaknesses in the internal control procedures relating to the preparation and processing of financial and accountinginformation that we may have identified in the course of our work are properly described in the Chairman’s report.On the basis of our work, we have no matters to report on the information given on internal control and risk management procedures relating tothe preparation and processing of financial and accounting information, set out in the Chairman of the Board’s report, prepared in accordance witharticle L.225-37 of the French Commercial Code.Other informationWe attest that the Chairman’s report sets out the other information required by article L.225-37 of the French Commercial Code.Neuilly-sur-Seine and Courbevoie, 8 March 2013The Statutory AuditorsDeloitte & AssociésDamien LeurentPricewaterhouseCoopers AuditEtienne BorisMazarsHervé Hélias2012 Registration document and annual financial report - BNP PARIBAS 73

2CORPORATEGOVERNANCEExecutive Committee2.4 Executive CommitteeThe BNP Paribas Executive Committee was composed of the following members at 31 December 2012:2■ Jean-Laurent Bonnafé, Chief Executive Officer and Director;■ Philippe Bordenave, Chief Operating Officer;■ Georges Chodron de Courcel, Chief Operating Officer;■ François Villeroy de Galhau, Chief Operating Officer;■ Jacques d’Estais, Deputy Chief Operating Officer and Head of Investment Solutions, Personal Finance, and International Retail Banking;■ Alain Papiasse, Deputy Chief Operating Officer and Head of Corporate and Investment Banking;■ Jean Clamon, Managing Director and Head of Compliance and Internal Control;■ Marie-Claire Capobianco, Head of French Retail Banking;■ Stefaan Decraene, Head of International Retail Banking;■ Fabio Gallia, Head of Italy and Chief Executive Officer and Director of BNL;■ Yann Gérardin, Head of Global Equities & Commodity Derivatives;■ Maxime Jadot, Head of BNP Paribas Fortis;■ Frédéric Janbon, Head of Fixed Income;■ Michel Konczaty, Head of Group Risk Management;■ Thierry Laborde, Head of BNP Paribas Personal Finance;■ Eric Lombard, Head of BNP Paribas Cardif;■ Yves Martrenchar (1) , Head of Group Human Resources;■ Eric Raynaud, Head of the Asia-Pacific Region.The Executive Committee of BNP Paribas has been assisted by a permanent secretariat since November 2007.(1) Yves Martrenchar succeeds Frédéric Lavenir.742012 Registration document and annual financial report - BNP PARIBAS

3 2012 REVIEW OF OPERATIONS3.1 BNP Paribas consolidated results 76Adaptation plan completed and solid results in a challenging economic environment 763.2 Core business results 78Retail banking 78Domestic markets 78Investment Solutions 84Corporate and Investment Banking (CIB) 86Corporate Centre 883.3 Balance sheet 89Assets 89Liabilities 90Minority interests 91Consolidated shareholders’ equity attributable to the Group 92Off-balance sheet items 923.4 Profit and loss account 93Revenues 93Operating expenses, depreciation, and amortisation 95Gross operating income 95Cost of risk 96Net income attributable to equity holders 963.5 Recent events 97Products and services 97Acquisitions and partnerships 973.6 Outlook 98Group outlook 98Core business outlook 993.7 Liquidity and financing 1003.8 Solvency 1002012 Registration document and annual financial report - BNP PARIBAS 75

32012REVIEW OF OPERATIONSBNP Paribas consolidated results3.1 BNP Paribas consolidated resultsIn millions of euros 2012 2011 2012/2011Revenues 39,072 42,384 -7.8%Operating Expenses and Dep. (26,550) (26,116) +1.7%Gross Operating Income 12,522 16,268 -23.0%Cost of Risk (3,941) (6,797) -42.0%3Operating Income 8,581 9,471 -9.4%Share of Earnings of Associates 489 80 n.s.Other Non Operating Items 1,302 100 n.s.Non Operating Items 1,791 180 n.s.Pre-Tax Income 10,372 9,651 +7.5%Corporate Income Tax (3,059) (2,757) +11.0%Net Income Attributable to Minority Interests (760) (844) -10.0%Net Income Attributable to Equity Holders 6,553 6,050 +8.3%Cost/Income 68.0% 61.6% +6.4 ptADAPTATION PLAN COMPLETED AND SOLID RESULTSIN A CHALLENGING ECONOMIC ENVIRONMENTThis year, the Group completed its plan to adapt to new regulationsahead of the schedule announced: CIB’s funding needs in US dollars werereduced by USD 65 billion by April 2012 and the Group surpassed its goalof increasing the fully-loaded Basel 3 common equity Tier 1 ratio (1) by100 basis points by the end of September 2012. The ratio was 9.9% as at31 December 2012, illustrating the Group’s high level of solvency. Therisk-weighted assets were cut by EUR 62 billion since 31 December 2011.BNP Paribas achieved this year solid results in a challenging economicenvironment: the eurozone slid back into recession (GDP: -0.4%) andthe crisis in the capital markets carried on throughout most of the year.Against this backdrop, revenues totalled EUR 39,072 million, down 7.8%compared to 2011. It includes this year the impact of four significantexceptional items, which total EUR -1,513 million: losses from the saleof sovereign bonds (EUR -232 million), losses from the sale of loans(EUR -91 million), own credit adjustment (EUR -1,617 million) and aone-off amortisation of a part of Fortis PPA due to early redemptions(EUR +427 million). The revenues of the operating divisions edgedup 0.8%, showing their good resilience, with a rise of 0.4% for RetailBanking (2) , 4.8% for Investment Solutions and a 1.8% drop for CIB.Operating expenses, which totalled EUR 26,550 million, were undercontrol, up slightly 1.7%. They were down 0.1% in Retail Banking (2) , up1.4% in Investment Solutions and 2.4% at CIB (-1.1% at constant scopeand exchange rates).Gross operating income was thus down 23.0% during the period toEUR 12,522 million. It was up however 0.8% in the operating divisions.The Group’s cost of risk, which came to EUR 3,941 million or 58 basispoints of outstanding customer loans, was down 42.0% compared to 2011which included the EUR 3,241 million impact due to the Greek assistanceprogramme. Excluding the impact of provisions set aside for Greek bonds,the cost of risk was up moderately 9.2%.(1) Common equity Tier 1 ratio, taking into account all the rules of the CRD 4 directives with no transitory provisions, which will only enter into force on 1 January 2019, and asanticipated by BNP Paribas.(2) Including 100% of Private Banking of the domestic markets, excluding PEL/CEL effects.762012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSBNP Paribas consolidated results3Non operating items came EUR to 1,791 million. They include theimpact of two exceptional items to the tune of EUR 1,445 million: theEUR 1,790 million capital gain booked in connection with the sale of a28.7% stake in Klépierre S.A. and EUR 345 million in impairments, ofwhich EUR 298 million was an impairment of BNL bc’s goodwill due tothe expected increase in the Bank of Italy’s capital requirements (localcommon equity Tier 1 ratio increased from 7% to 8%).Pre-tax income totalled EUR 10,372 million, up 7.5% compared to lastyear with a negligible net impact of exceptional items: EUR -68 million.The operating divisions posted EUR 11,574 million in pre-tax income, up0.8% compared to 2011.In a still unfavourable environment, BNP Paribas generated thisyear EUR 6,553 million in net income, up from the 2011 level(EUR 6,050 million), thanks to the broad diversification of its businesses.At 8.9%, return on equity was virtually flat compared to last year whenit was 8.8%.Net earnings per share was EUR 5.16 compared to EUR 4.82 in 2011.The net book value per share (1) was EUR 60.8, up 4.5% compared tolast year and its compounded annualised growth rate was 6.5% since31 December 2008, demonstrating BNP Paribas’ ability to continue togrow the net asset value per share throughout the cycle.The Board of Directors will propose to shareholders at the ShareholderMeeting to pay out a dividend of EUR 1.50 per share, which equates toa 29.7% pay-out ratio, to be paid out in cash. This allocation of earningswill enable the Group to reinvest over two-thirds of its profits in businessdevelopment initiatives and in efforts to support its clients.3Capital allocationRevenue from the capital allocated to each division is includedin the division’s profit and loss account. The capital allocated toeach division corresponds to the amount required to comply withEuropean Solvency Ratio requirements under CRD 3 regulation, alsoknown as Basel 2.5, and is based on 9% of risk-weighted assets. Riskweightedassets are calculated as the sum of:■ the risk-weighted assets for credit and counterparty risk,calculated using the standardised approach or the internal ratingsbased approach (IRBA) depending on the particular entity;■ the regulatory capital requirement for market and operationalrisks, multiplied by 12.5. The capital requirement for operationalrisk is calculated using the basic indicator approach, standardisedapproach, or Advanced Measurement Approach (AMA), dependingon the particular entity.Each division is allocated the share of capital deducted prudentiallyfrom Tier 1 capital, in particular 100% of the net asset value ofinvestments in credit and financial institutions.The capital allocated to the Insurance business is equal to thesolvency requirement calculated according to insurance regulations.(1) Not revaluated.2012 Registration document and annual financial report - BNP PARIBAS 77

32012REVIEW OF OPERATIONSCore business results3.2 Core business resultsRETAIL BANKINGIn millions of euros 2012 2011 2012/2011Revenues 24,911 24,806 +0.4%3Operating Expenses and Dep. (15,088) (15,098) -0.1%Gross Operating Income 9,823 9,708 +1.2%Cost of Risk (3,505) (3,568) -1.8%Operating Income 6,318 6,140 +2.9%Associated Companies 192 165 +16.4%Other Non Operating Items 98 98 +0.0%Pre-Tax Income 6,608 6,403 +3.2%Income Attributable to Investment Solutions (209) (206) +1.5%Pre-Tax Income of Retail Banking 6,399 6,197 +3.3%Cost/Income 60.6% 60.9% -0.3 ptAllocated Equity (€bn) 33.7 32.9 +2.4%Including 100% of Private Banking of the domestic markets in France (excluding PEL/CEL effects), Italy, Belgium and Luxembourg for the Revenues to Pre-T axI ncome line items.DOMESTIC MARKETSIn millions of euros 2012 2011 2012/2011Revenues 15,730 15,795 -0.4%Operating Expenses and Dep. (9,981) (10,160) -1.8%Gross Operating Income 5,749 5,635 +2.0%Cost of Risk (1,573) (1,405) +12.0%Operating Income 4,176 4,230 -1.3%Associated Companies 40 20 +100.0%Other Non Operating Items (1) 12 n.s.Pre-Tax Income 4,215 4,262 -1.1%Income Attributable to Investment Solutions (209) (206) +1.5%Pre-Tax Income of Domestic Markets 4,006 4,056 -1.2%Cost/Income 63.5% 64.3% -0.8 ptAllocated Equity (€bn) 21.2 21.0 +1.1%Including 100% of Private Banking of the domestic markets in France (excluding PEL/CEL effects), Italy, Belgium and Luxembourg for the Revenues to Pre-T axI ncome line items.782012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSCore business results3For the whole of 2012, the strong sales and marketing drive in DomesticMarkets translated into growth in deposits in all the networks. WithEUR 275 billion, Domestic Markets’ deposits grew 4.7% compared to 2011.Outstanding loans rose 1.2% even if a gradual slowdown in demand forloans was observed during the course of the year.At EUR 15,730 million, revenues (1) were virtually flat (-0.1% (2) ) comparedto 2011 despite a persistently low interest rate environment and aslowdown in volumes of activity during the year. Operating expenses (1)were down 1.5% (2) compared to 2011, reflecting very good cost controlacross all the business units and helped improve the cost/income ratio (2)in each of the four domestic markets.Gross operating income therefore came to EUR 5,749 million, up 2.5% (2)compared to 2011.With a moderate overall cost of risk and after allocating one-third ofPrivate Banking’s net income from Domestic Markets to the InvestmentSolutions division, pre-tax income (3) came to EUR 4,006 million, down1.0% (2) compared to 2011. Thanks to improved operating efficiency,Domestic Markets delivered solid results at a high level.FRENCH RETAIL BANKING (FRB)In millions of euros 2012 2011 2012/2011Revenues 6,939 7,037 -1.4%Incl. Net Interest Income 4,128 4,166 -0.9%Incl. Commissions 2,811 2,871 -2.1%Operating Expenses and Dep. (4,496) (4,573) -1.7%Gross Operating Income 2,443 2,464 -0.9%Cost of Risk (315) (315) +0.0%Operating Income 2,128 2,149 -1.0%Non Operating Items 4 3 +33.3%Pre-Tax Income 2,132 2,152 -0.9%Income Attributable to Investment Solutions (122) (124) -1.6%Pre-Tax Income of French Retail Banking 2,010 2,028 -0.9%Cost/Income 64.8% 65.0% -0.2 ptAllocated Equity (€bn) 7.7 7.6 +1.4%Including 100% of French Private Banking for the Revenues to Pre-T ax I ncome line items.3For the whole of 2012, FRB’s active efforts to support its clientsresulted in a good sales and marketing drive in deposits (up4.7% compared to 2011), in particular thanks to strong growthin savings accounts (+9.6%). Despite a deceleration in demandfor loans at the end of the year, outstanding loans rose onaverage by 1.5% compared to 2011. The continued support ofVSEs & SMEs and the success of the Small Business Centreswere reflected in particular by increased outstanding loans inthis customer segment (+2.7% (4) ). The sales and marketing driveis also illustrated by 10.5% growth in the number of protectioninsurance policies during the year as well as the number of mobileservice users, which increased 42% to over 630,000 monthly users.Revenues (5) were EUR 6,939 million (-1.4% compared to 2011). In anenvironment with persistently low interest rates and given the slowdownin demand for loans, net interest income declined by 0.9%. Fees weredown 2.1% in line with unfavourable financial markets.Thanks to continued effort to improve operating efficiency, operatingexpenses (5) contracted by 1.7% compared to 2011 and the cost/incomeratio (5) improved by 0.2 points to 64.8%.Gross operating income (4) thereby came to EUR 2,443 million, down 0.9%compared to last year.The cost of risk (5) , at EUR 315 million, or 21 basis points of outstandingcustomer loans, remained at a low level.After allocating one-third of French Private Banking’s net income to theInvestment Solutions division, FRB posted EUR 2,010 million in pre-taxincome (3) , down 0.9% compared to 2011, a good performance in a contextof economic slowdown.(1) Including 100% of Private Banking of the domestic markets in France (excluding PEL/CEL effects), Italy, Belgium and Luxembourg.(2) At constant scope and exchange rates.(3) Excluding PEL/CEL effects.(4) Source: Banque de France (independent VSEs & SMEs) on a sliding annual basis.(5) Excluding PEL/CEL effects, with 100% of French Private Banking.2012 Registration document and annual financial report - BNP PARIBAS 79

32012REVIEW OF OPERATIONSCore business resultsBNL BANCA COMMERCIALE (BNL bc)In millions of euros 2012 2011 2012/2011Revenues 3,273 3,202 +2.2%Operating Expenses and Dep. (1,804) (1,829) -1.4%Gross Operating Income 1,469 1,373 +7.0%Cost of Risk (961) (795) +20.9%Operating Income 508 578 -12.1%Non Operating Items 1 0 n.s.3Pre-Tax Income 509 578 -11.9%Income Attributable to Investment Solutions (18) (14) +28.6%Pre-Tax Income of BNL bc 491 564 -12.9%Cost/Income 55.1% 57.1% -2.0 ptAllocated Equity (€bn) 6.4 6.4 +0.7%Including 100% of Italian Private Banking for the Revenues to Pre-T ax I ncome line items.For the whole of 2012, in an unfavourable economic environment,BNL bc’s business activity was reflected by 4.3% growth in deposits, drivenby loans to corporates and local public entities. Outstanding loans grewon average by 0.7% despite a deceleration during the year in line withthe market.At EUR 3,273 million, revenues (1) rose 2.2% compared to 2011. Net interestincome was up, in particular for loans to small businesses and corporatesand margins held up well. Fees decreased driven by a decline in new loanproduction and the impact of new regulations.Thanks to cost-cutting measures, in particular in IT and realestate, operating expenses (1) were down 1.4% compared to 2011, atEUR 1,804 million, helping BNL bc achieve a further 2 point improvementin its cost/income ratio (1) at 55.1%. Gross operating income (1) thereby cameto EUR 1,469 million, up 7.0% compared to last year.The cost of risk (1) , which was 116 basis points of outstanding customerloans, was up 18 basis points compared to last year due to the economicenvironment. After allocating one-third of Italian Private Banking’s netincome to the Investment Solutions division, BNL bc’s pre-tax income wasEUR 491 million, down 12.9% compared to 2011. BNL bc thus achievedgood operating performance in a challenging risk environment.(1) With 100% of Italian Private Banking.802012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSCore business results3BELGIAN RETAIL BANKING (BRB)In millions of euros 2012 2011 2012/2011Revenues 3,328 3,238 +2.8%Operating Expenses and Dep. (2,412) (2,402) +0.4%Gross Operating Income 916 836 +9.6%Cost of Risk (157) (137) +14.6%Operating Income 759 699 +8.6%Non Operating Items 18 12 +50.0%Pre-Tax Income 777 711 +9.3%Income Attributable to Investment Solutions (66) (64) +3.1%Pre-Tax Income of Belgian Retail Banking 711 647 +9.9%Cost/Income 72.5% 74.2% -1.7 ptAllocated Equity (€bn) 3.7 3.5 +5.8%Including 100% of Belgian Private Banking for the Revenues to Pre-T ax I ncome line items.3For the whole of 2012, BRB maintained a good sales and marketingdrive. Deposits grew by 3.5% compared to last year due inparticular to growth in current accounts and savings accounts.Loans grew 3.4% (1) due in part by the growth in loans to individualcustomers (+5.5%) and to the fact that loans to SMEs held upwell. The sales and marketing drive was also reflected in thesuccessful launch of the Easy Banking offering for the iPhone,iPad and Android and in the good growth of cross-selling with CIB.Revenues (2) totalled EUR 3,328 million, up 2.1% (1) compared to 2011 dueto higher net interest income as a result of growth in volumes, despite adeceleration at the end of the year. For their part, fees were flat.Operating expenses (2) , which came to EUR 2,412 million, were down 0.3% (1) ,helping BRB continue to improve its cost/income ratio, down 1.7 points (1)to 72.5%. Gross operating income (2) thereby came to EUR 916 million, up9.0% (1) compared to 2011.The cost of risk (2) , which was 18 basis points of outstanding customerloans, remained at a moderate level. Therefore, after allocating onethirdof Belgian Private Banking’s net income to the Investment Solutionsdivision, BRB’s pre-tax income was EUR 711 million, up 8.4% (1) comparedto 2011.LUXEMBOURG RETAIL BANKINGFor the whole of 2012, outstanding loans grew by 2.4% compared to 2011,thanks to a rise in volumes in the corporate and individual customersegments with good growth in mortgages. There was also strong growthin deposits (+10.5%) due in particular to very good asset inflows fromcorporate clients. Off balance sheet savings were up significantly, drivenby increased demand for life insurance products. LRB’s revenues grewin line with volumes, the good control of operating expenses helping tosignificantly improve the cost/income ratio.PERSONAL INVESTORSFor the whole of 2012, assets under management grew by 10.7% comparedto 2011, driven by positive volume and performance effects. Depositsgrew sharply during the year, to EUR 9.1 billion (+13.3%). Revenues were,however, down due to a contraction in the brokerage business as a resultof clients’ cautious stance in an uncertain environment.ARVALFor the whole of 2012, the financed fleet grew by 1.6% compared tolast year, to 689,000 vehicles. At constant scope and exchange rates (inparticular excluding the impact of the sale of the fuel card business inthe UK in December 2011), Arval’s revenues were up slightly comparedto last year due to the fact that margins held up well.LEASING SOLUTIONSFor the whole of 2012, outstandings declined by 9.5% compared to lastyear, in line with the adaptation plan regarding the noncore portfolio. Theimpact on revenues was, however, further limited due to the selectivepolicy in terms of profitability of transactions.(1) At constant scope.(2) With 100% of Belgian Private Banking.2012 Registration document and annual financial report - BNP PARIBAS 81

32012REVIEW OF OPERATIONSCore business resultsEUROPE-MEDITERRANEANIn millions of euros 2012 2011 2012/2011Revenues 1,796 1,639 +9.6%Operating Expenses and Dep. (1,319) (1,277) +3.3%Gross Operating Income 477 362 +31.8%Cost of Risk (290) (268) +8.2%Operating Income 187 94 +98.9%Associated Companies 65 50 +30.0%Other Non Operating Items 2 20 -90.0%3Pre-Tax Income 254 164 +54.9%Cost/Income 73.4% 77.9% -4.5 ptAllocated Equity (€bn) 3.5 3.3 +5.9%For the whole of 2012, Europe-Mediterranean enjoyed a verystrong sales and marketing drive. Deposits rose by 12.8%compared to 2011 and were growing in most countries, especiallyin Turkey (+34.3% (1) ). Loans grew by 3.5% (1) with good performancesin Turkey (+17.1% (1) ) and a continued decline in Ukraine (-29.0% (1) ).Revenues rose 7.0% (1) to EUR 1,796 million, due in part to a fastpacedgrowth in Turkey (+35% (1) ) and declined in Ukraine in line withoutstandings. Excluding Ukraine, revenues grew 14.8% (1) .Operating expenses were up 2.1% (1) compared to 2011 due, in particular,to the bolstering of the commercial set up in the Mediterranean duringthe year with the opening of 30 branches, in particular in Morocco. InTurkey, TEB significantly improved its cost/income ratio which was down18 points in 2012, at 64.6% (1) , thanks to the streamlining of the networkcarried out in 2011.The cost of risk, which was EUR 290 million, or 117 basis points ofoutstanding customer loans, was up slightly compared to 2011. Europe-Mediterranean thus posted EUR 254 million in pre-tax income, up sharplycompared to 2011 (+52.7% (1) ).BANCWESTIn millions of euros 2012 2011 2012/2011Revenues 2,403 2,230 +7.8%Operating Expenses and Dep. (1,401) (1,241) +12.9%Gross Operating Income 1,002 989 +1.3%Cost of Risk (145) (256) -43.4%Operating Income 857 733 +16.9%Associated Companies 0 0 n.s.Other Non Operating Items 2 1 +100.0%Pre-Tax Income 859 734 +17.0%Cost/Income 58.3% 55.7% +2.6 ptAllocated Equity (€bn) 4.1 3.8 +8.8%(1) At constant scope and exchange rates.822012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSCore business results3For the whole of 2012, BancWest had a good sales and marketingdrive in a more favourable environment. Deposits grew by 8.3% (1)compared to 2011, driven by the strong growth of currentaccounts and savings accounts. Loans were up 3.5% (1) due to goodgrowth in corporate loans (+14.7% (1) ) and the success of businessinvestments in the SME segment. The sales and marketingdrive was also reflected in the revving up of the Private Bankingexpansion, the modernisation of the branch network and anexpanded Mobile Banking offering.Revenues edged down 0.6% (1) compared to 2011 as a result of the negativeimpact of regulatory changes on fees. Excluding this impact, revenueswere up 0.8% (1) , the effect of higher volumes being offset by lower interestrates.Operating expenses rose by 4.5% (1) compared to 2011, due to thestrengthening of the corporate and small business as well as PrivateBanking set up.The cost of risk was down at 35 basis points of outstanding customerloans, which equates to a 47.8% (1) decline compared to 2011.With EUR 859 million in pre-tax income, up 7.1% (1) compared to 2011,BancWest demonstrated its strong profit-generation capacity, whilstexpanding the product offering.PERSONAL FINANCEIn millions of euros 2012 2011 2012/2011Revenues 4,982 5,142 -3.1%Operating Expenses and Dep. (2,387) (2,420) -1.4%Gross Operating Income 2,595 2,722 -4.7%Cost of Risk (1,497) (1,639) -8.7%Operating Income 1,098 1,083 +1.4%Associated Companies 87 95 -8.4%Other Non Operating Items 95 65 +46.2%Pre-Tax Income 1,280 1,243 +3.0%Cost/Income 47.9% 47.1% +0.8 ptAllocated Equity (€bn) 5.0 4.9 +0.6%3For the whole of 2012, Personal Finance continued to developengines of growth with, in particular, the successful joint venturewith Commerzbank in Germany, the implementation of theagreement with Sberbank in Russia, and the signing of newpartnership agreements (for instance, with the Cora hypermarketsin France and with Sony in Germany in e-commerce). Outstandingloans were down 0.5% compared to 2011, at EUR 89.9 billion.Outstanding consumer loans rose by 0.5% with, in particular, agood sales and marketing drive in Germany and Belgium. As formortgages, the implementation of the adaptation plan underBasel 3 has resulted in a continued decline in outstandings(-1.8%). These combined effects and in particular the impact ofnew regulations in France on margins drove revenues down 3.1%compared to 2011 at EUR 4,982 million.Operating expenses were down 1.4% compared to 2011, atEUR 2,387 million. Excluding adaptation costs (EUR 95 million in 2012),they were 3.8% lower.With risks under control, the cost of risk, which was EUR 1,497 million,or 167 basis points of outstanding customer loans, was downEUR 142 million compared to 2011.Pre-tax income totalled EUR 1,280 million, up 3.0% compared to last year,demonstrating the business unit’s good profit-generation capacity in achallenging environment.(1) At constant scope and exchange rates.2012 Registration document and annual financial report - BNP PARIBAS 83

32012REVIEW OF OPERATIONSCore business resultsINVESTMENT SOLUTIONSIn millions of euros 2012 2011 2012/2011Revenues 6,204 5,922 +4.8%Operating Expenses and Dep. (4,319) (4,258) +1.4%Gross Operating Income 1,885 1,664 +13.3%Cost of Risk 54 (64) n.s.Operating Income 1,939 1,600 +21.2%Associated Companies 136 (134) n.s.3Other Non Operating Items 23 58 -60.3%Pre-Tax Income 2,098 1,524 +37.7%Cost/Income 69.6% 71.9% -2.3 ptAllocated Equity (€bn) 8.1 7.5 +7.8%For the whole of 2012, Investment Solutions posted, in all ofthe business units, a good rise in assets under management (1) ,up 5.6% compared to 31 December 2011, at EUR 889 billion(EUR 842 billion as at 31 December 2011). This growth comesprimarily from a favourable performance effect driven by the risein financial markets, especially in the second half of the year.Net asset outflows for the year were EUR -6.1 billion, but waspenalised in the third quarter by a client’s (fund manager) decisionto insource a distribution contract. Excluding this effect, net assetinflows were EUR +5.2 billion in 2012.Thus, asset flows were positive in all the business units in 2012, saveAsset Management: Wealth Management had good asset inflows,especially in the domestic markets and in Asia, good contributions fromInsurance outside of France, in particular in Asia (Taiwan, South Korea),as well as from Personal Investors, especially in Germany. Asset inflowsinto Asset Management’s money market and bond funds were more thanoffset by asset outflows in all other asset classes.As at 31 December 2012, Investment Solutions’ assets undermanagement (1) broke down as follows: EUR 405 billion for AssetManagement, EUR 266 billion for Wealth Management, EUR 170 billionfor Insurance, EUR 35 billion for Personal Investors, and EUR 13 billionfor Real Estate Services.Investment Solutions’ revenues, which totalled EUR 6,204 million, wereup 4.8% compared to 2011. Wealth and Asset Management’s revenueswere down 4.1% due in particular to Asset Management’s lower averageoutstandings and despite good growth by Wealth Management.Insurance’s revenues rose 21.2% (+13.4% at constant scope and exchangerates) due to the strong growth of protection insurance and savingsoutside of France. Securities Services’ revenues grew by 4.4% compared to2011 as a result of a rise in asset under custody and under administration.Operating expenses, which totalled EUR 4,319 million, were up 1.4%compared to 2011 but were down 0.6% at constant scope and exchangerates. Operating expenses were down 10.1% (2) in Asset Managementas a result of the adaptation plan whilst investments in the businessdevelopment of Insurance, Wealth Management and Securities Servicescontinued, especially in Asia. The business unit’s cost/income ratio thusimproved by 1.6 point (2) compared to last year, to 69.6%.After receiving one-third of the net income of domestic private banking,the Investment Solutions division therefore generated EUR 2,098 millionin pre-tax income, up 16.3% (3) compared to 2011, reflecting very goodoverall performance and improved operating efficiency.(1) Including assets under advisory on behalf of external clients, distributed assets and Personal Investors.(2) At constant scope and exchange rates.(3) Excluding the impact of Greek sovereign debt provisions on the Insurance business unit.842012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSCore business results3WEALTH AND ASSET MANAGEMENTIn millions of euros 2012 2011 2012/2011Revenues 2,836 2,957 -4.1%Operating Expenses and Dep. (2,129) (2,220) -4.1%Gross Operating Income 707 737 -4.1%Cost of Risk 52 6 n.s.Operating Income 759 743 +2.2%Associated Companies 32 33 -3.0%Other Non Operating Items 16 61 -73.8%Pre-Tax Income 807 837 -3.6%Cost/Income 75.1% 75.1% +0.0 ptAllocated Equity (€bn) 1.8 1.7 +6.4%3INSURANCEIn millions of euros 2012 2011 2012/2011Revenues 1,970 1,626 +21.2%Operating Expenses and Dep. (1,001) (912) +9.8%Gross Operating Income 969 714 +35.7%Cost of Risk (6) (71) -91.5%Operating Income 963 643 +49.8%Associated Companies 100 (166) n.s.Other Non Operating Items 0 (3) n.s.Pre-Tax Income 1,063 474 n.s.Cost/Income 50.8% 56.1% -5.3 ptAllocated Equity (€bn) 5.7 5.3 +9.0%SECURITIES SERVICESIn millions of euros 2012 2011 2012/2011Revenues 1,398 1,339 +4.4%Operating Expenses and Dep. (1,189) (1,126) +5.6%Gross Operating Income 209 213 -1.9%Cost of Risk 8 1 n.s.Operating Income 217 214 +1.4%Non Operating Items 11 -1 n.s.Pre-Tax Income 228 213 +7.0%Cost/Income 85.1% 84.1% +1.0 ptAllocated Equity (€bn) 0.5 0.5 +0.2%2012 Registration document and annual financial report - BNP PARIBAS 85

32012REVIEW OF OPERATIONSCore business resultsCORPORATE A ND INVESTMENT BANKING (CIB)In millions of euros 2012 2011 2012/2011Revenues 9,715 9,897 -1.8%Operating Expenses and Dep. (6,272) (6,126) +2.4%Gross Operating Income 3,443 3,771 -8.7%Cost of Risk (493) (75) n.s.Operating Income 2,950 3,696 -20.2%3Associated Companies 39 38 +2.6%Other Non Operating Items (3) 42 n.s.Pre-Tax Income 2,986 3,776 -20.9%Cost/Income 64.6% 61.9% +2.7 ptAllocated Equity (€bn) 16.3 16.9 -3.5%For the whole of 2012, CIB held up well in the context of the adaptationplan, which the division completed ahead of the schedule announced.Thus, compared to mid-2011, CIB’s funding needs in U.S. dollars werereduced by USD 65 billion by April 2012 and risk-weighted assets byEUR 45 billion by the end of September 2012. The total net cost of thesale of assets under the plan was substantially lower than expected, atabout EUR 250 million.Against this backdrop, CIB’s revenues were down 1.8% compared to 2011,at EUR 9,715 million. Excluding the impact of losses from sales of assetsand sovereign bonds (EUR 91 million in 2012 and EUR 1,024 million in2011), the decline was 10.2%, or a decrease of about EUR 1.1 billion,EUR 800 million of which was in Corporate Banking, which is in line withthe announced impact of the adaptation plan.CIB’s operating expenses, which were EUR 6,272 million, rose 2.4%compared to 2011. At constant scope and exchange rates, they weredown 1.1%, due in particular to the workforce adaptation (1,400 people)provided for in the plan and completed in full by the end of 2012, anddespite selected investments in Cash Management and the gatheringof deposits. The cost/income ratio thus came to 62.3%, excluding theadaption plan and the impact of sales of loans, illustrating the good levelof operating efficiency.The cost of risk was EUR 493 million, up EUR 418 million compared to2011 when it was particularly low due to substantial write-backs.CIB pre-tax income thus came to EUR 2,986 million, down 20.9%compared to 2011.862012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSCore business results3ADVISORY AND CAPITAL MARKETSIn millions of euros 2012 2011 2012/2011Revenues 6,182 5,665 +9.1%Incl. Equity and Advisory 1,628 2,077 -21.6%Incl. Fixed Income 4,554 3,588 +26.9%Operating Expenses and Dep. (4,574) (4,377) +4.5%Gross Operating Income 1,608 1,288 +24.8%Cost of Risk (61) 21 n.s.Operating Income 1,547 1,309 +18.2%Associated Companies 12 17 -29.4%Other Non Operating Items (6) 13 n.s.Pre-Tax Income 1,553 1,339 +16.0%Cost/Income 74.0% 77.3% -3.3 ptAllocated Equity (€bn) 7.9 6.7 +17.4%3Advisory and Capital Markets’ revenues were resilient in achallenging environment. They totalled EUR 6,182 million, down5.4% (1) compared to 2011, due to an environment that was notvery favourable in Europe, the adaptation to Basel 3 and lowclient business at the end of the year. In 2012, the average VaRremained very low.Fixed Income’s revenues, which were EUR 4,554 million, rose 2.2% (1)compared to 2011, due to the good performance of flow business inRate, Forex and Credit, with particularly strong growth in bond secondarymarkets. The business unit also maintained its leading positions on bondissues: number 1 in euro and number 8 for all international issues.Equities and Advisory’s revenues, at EUR 1,628 million, decreased 21.6%compared to last year due in part to low transaction volumes and limitedinvestor demand. The business did, however, maintain solid positions,ranking number 3 as bookrunner for equity-linked products in Europe.CORPORATE BANKINGIn millions of euros 2012 2011 2012/2011Revenues 3,533 4,232 -16.5%Operating Expenses and Dep. (1,698) (1,749) -2.9%Gross Operating Income 1,835 2,483 -26.1%Cost of Risk (432) (96) n.s.Operating Income 1,403 2,387 -41.2%Non Operating Items 30 50 -40.0%Pre-Tax Income 1,433 2,437 -41.2%Cost/Income 48.1% 41.3% +6.8 ptAllocated Equity (€bn) 8.4 10.1 -17.3%(1) Excluding losses from the sale of sovereign bonds in 2011.2012 Registration document and annual financial report - BNP PARIBAS 87

32012REVIEW OF OPERATIONSCore business resultsCorporate Banking performed well this year amidst the process ofadapting the business model. Revenues totalled EUR 3,533 million,down 17.3% (1) compared to 2011, in line with the reduction ofoutstanding loans, which decreased by 18.2%, compared to thelevel as at 31 December 2011, to EUR 106 billion.In the field of financing, the process of adapting the business modelcontinued with the implementation of the Originate to Distribute approach.Corporate Banking maintained solid positions in new loan production,positioning itself as the number 1 bookrunner for syndicated loans inEurope by number and number 2 by volume and ranking second besttrade finance provider worldwide. The business unit’s expertise waslargely recognised, receiving this year, for example, IFR’s Loan of theYear award.The business unit grew its deposit base 18.2% at the end of 2012,compared to the level as at 31 December 2011, at EUR 55 billion, thanksin particular to significant gathering of client deposits in all regionsand the expansion of Cash Management which won several significantmandates, confirming its global position as number 5.3CORPORATE CENTREIn millions of euros 2012 2011Revenues (1,419) 2,204Operating Expenses and Dep. (1,093) (854)incl. restructuring costs (409) (603)Gross Operating income (2,512) 1,350Cost of Risk 3 (3,093)Operating Income (2,509) (1,743)Share of earnings of associates 123 12Other non operating items 1,184 (98)Pre-Tax Income (1,202) (1,829)For the whole of 2012, Corporate Centre revenues wereEUR -1,419 million compared to EUR 2,204 million in revenues in 2011.They factor in EUR -1,617 million of own credit adjustment (comparedto EUR +1,190 million in 2011), a purchase price accounting one-offamortisation of EUR +427 million of a part of Fortis banking book due toearly redemptions (compared to EUR +168 million in 2011), a mechanicalpurchase price accounting amortisation of the Fortis and Cardif Vitabanking books of EUR +606 million (compared to EUR +644 million in2011), EUR -232 million in losses from sales of sovereign bonds (negligiblein 2011), the EUR -68 million impact of the exchange of Convertible &Subordinated Hybrid Equity-linked Securities (CASHES) in the first quarter2012 and the impact of the LTRO cost and of surplus deposits placed withCentral Banks. The Corporate Centre’s revenues in 2011 also includedEUR +516 million in revenues from BNP Paribas Principal Investment(EUR +48 million in 2012) and a EUR -299 million impairment of theequity investment in AXA.Operating expenses rose to EUR 1,093 million compared to EUR 854 millionin 2011, when there was a reversal of EUR 253 million provision due tothe favourable outcome of litigation. Excluding this effect, they weredown 1.3%, the reduction of restructuring costs this year (EUR 409 millioncompared to EUR 603 million) being almost offset by the increase in theFrench systemic tax (EUR 122 million), the increase in the corporatesocial contribution (“forfait social”) (EUR 33 million) and increased taxon wages (EUR 19 million) as well as the accelerated EUR 25 milliondepreciation of works on buildings.The cost of risk reflects a net EUR +3 million in write-backs comparedto EUR -3,093 million in 2011, which included a EUR 3,161 millionimpairment of Greek sovereign debt.Other items total EUR 1,307 million (compared to EUR -86 million in2011) due, for the most part, to the EUR 1,790 million capital gainfrom the sale of a 28.7% stake in Klépierre SA, a EUR -406 milliongoodwill impairment (compared to EUR -152 million in 2011), ofwhich EUR 298 million was an impairment of BNL bc’s goodwill dueto the expected increase in the Bank of Italy’s capital requirements(local common equity Tier 1 ratio increased from 7% to 8%), and theEUR -47 million depreciation of an equity investment.Pre-tax losses totalled EUR -1,202 million compared to EUR -1,829 millionin losses in 2011.(1) Excluding losses from the sale of loans: EUR 152 million in 2011, EUR 91 million in 2012.882012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSBalance sheet33.3 Balance sheetASSETSOVERVIEWThe Group’s consolidated assets amounted to EUR 1,907.3 billionat 31 December 2012, down 3% from EUR 1,965.3 billion at31 December 2011. The main components of the Group›s assetsare financial assets at fair value through profit or loss, loans andreceivables due from customers, available-for-sale financial assets,loans and receivables due from credit institutions, and accrued incomeand other assets, which together accounted for 91% of total assets at31 December 2012 (vs. 93% at 31 December 2011). The 3% decrease inassets at 31 December 2012 is due to:■ a 7%, decline in financial instruments at fair value through profit orloss, due mainly to a fall in derivatives;■ a 5%, or EUR 35.3 billion, decline in loans and receivables due fromcustomers to EUR 630.5 billion;■ a 92%, or EUR 10.5 billion, decline in investment property toEUR 0.9 billion, following the sale of a 28.7% interest in Klépierre SA.These change s were partially offset by a 77%, or EUR 44.8 billion, increasein the amounts deposited with central banks to EUR 103.2 billion.FINANCIAL ASSETS AT FAIR OR MODELVALUE THROUGH PROFIT OR LOSSFinancial assets at fair or model value through profit or loss consist oftrading account transactions, derivatives and certain assets designatedby the Group as at fair or model value through profit or loss at the timeof acquisition. Financial assets carried in the trading book mainly includesecurities, loans and repurchase agreements. Assets designated by theGroup as at fair or model value through profit or loss include admissibleinvestments related to unit-linked insurance contracts, and, to a lesserextent, assets with embedded derivatives that have not been separatedfrom the host contract.These assets are remeasured at fair or model value at each balancesheet date.Total financial assets at fair value through profit or loss were down7% compared to 31 December 2011. This decrease mainly reflectsa 9%, or EUR 41.3 billion, decline in the replacement value ofderivatives to EUR 410.6 billion at 31 December 2012. The decline wasparticularly pronounced for credit derivatives, which dropped by 51% orEUR 23.7 billion at 31 December 2012.LOANS AND RECEIVABLES DUE FROMCREDIT INSTITUTIONSLoans and receivables due from credit institutions totalledEUR 40.4 billion at 31 December 2012, down 18% from EUR 49.4 billionat 31 December 2011, and are comprised of demand accounts, interbankloans, and repurchase agreements.Most of this decrease is due to a reduction in loans to credit institutions,which fell 20% to EUR 28.3 billion at 31 December 2012, down fromEUR 35.1 billion at 31 December 2011. Demand accounts also declined28% to EUR 8.7 billion at 31 December 2012, down from EUR 12.1 billiona year earlier. Impairment provisions edged down slightly, fromEUR 0.7 billion at year-end 2011 to EUR 0.5 billion at year-end 2012.LOANS AND RECEIVABLES DUE FROMCUSTOMERSLoans and receivables due from customers consist of demand accounts,loans to customers, repurchase agreements, and finance leases.Loans and receivables due from customers (net of impairment provisions)amounted to EUR 630.5 billion at 31 December 2012, down 5% fromEUR 665.8 billion at 31 December 2011. This decline can be attributedto a 7% decrease in loans to customers, from EUR 624.3 billion at yearend2011 to EUR 583.4 billion at year-end 2012, while demand accountsincreased by 13% over the year to EUR 43.4 billion at 31 December 2012.Finance leases declined 6% to EUR 28.0 billion at 31 December 2012 andrepurchase agreements rose 53% to EUR 2.2 billion at 31 December 2012.Impairment provisions fell 5% to EUR 26.5 billion at 31 December 2012from EUR 28.0 billion a year earlier.AVAILABLE-FOR-SALE FINANCIAL ASSETSAvailable-for-sale financial assets are fixed-income and variable-incomesecurities that are not managed in the same way as financial assets atfair or model value through profit or loss and, with respect to fixedincomeinstruments, are not intended to be held until maturity . Theseassets are remeasured at market or similar value through equity at eachbalance sheet date.Available-for-sale financial assets remained stable between31 December 2011 and 31 December 2012, at EUR 192.5 billion (netof provisions).32012 Registration document and annual financial report - BNP PARIBAS 89

32012REVIEW OF OPERATIONSBalance sheet3P rovisions on available-for-sale financial assets fell by EUR 0.9 billionto EUR 4.3 billion at 31 December 2012 from EUR 5.2 billion at31 December 2011. Impairment provisions on available-for-sale financialassets are calculated at each balance sheet date. The unrealisedgain on available-for-sale financial assets totalled EUR 9.3 billion at31 December 2012, compared with an unrealised loss of EUR 3.5 billionat 31 December 2011, due to an increase in the value of fixed-incomesecurities issued by certain E urozone governments and a rise in themarket price of listed variable-income securities due to the upturnin equity markets. This EUR 12.8 billion increase therefore reflects aEUR 11.5 billion rise in the unrealised gain on fixed-income securities anda EUR 1.2 billion rise in the unrealised gain on variable-income securities.HELD-TO-MATURITY FINANCIAL ASSETSHeld-to-maturity financial assets are investments with fixed ordeterminable payments and a fixed maturity that the Group has theintention and the ability to hold until maturity. They are recognised inthe balance sheet at amortised cost using the effective interest method,and are divided into two categories: government bonds and Treasury bills,and other fixed-income securities.Held-to-maturity financial assets shrank 3% in 2012, from EUR 10.6 billionat year-end 2011 to EUR 10.3 billion at year-end 2012, principally due tosecurities sold at maturity.ACCRUED INCOME AND OTHER ASSETSAccrued income and other assets consist of the following: guaranteedeposits and bank guarantees paid; settlement accounts related tosecurities transactions; collection accounts; reinsurers’ share of technicalreserves; accrued income and prepaid expenses; and other debtors andmiscellaneous assets.Accrued income and other assets totalled EUR 99.4 billion at31 December 2012, up 6% from EUR 93.5 billion at 31 December 2011.This growth reflects a 17%, or EUR 7.8 billion, increase in guaranteedeposits and bank guarantees paid.CASH AND AMOUNTS DUE FROM CENTRALBANKSCash and amounts due from central banks totalled EUR 103.2 billion atyear-end 2012, up 77% from EUR 58.4 billion at year-end 2011, due toan increase in short-term investments.LIABILITIESOVERVIEWThe Group’s consolidated liabilities stood at EUR 1,812.9 billionat 31 December 2012, down 4% from EUR 1,879.7 billion at31 December 2011. The main components of the Group›s liabilities arefinancial liabilities at fair or model value through profit or loss, amountsdue to credit institutions, amounts due to customers, debt securities,accrued expenses and other liabilities, and technical reserves of insurancecompanies. These items together accounted for 97% of the Group’ s totalliabilities at 31 December 2012 (the same percentage as a year earlier).The 4% decrease in liabilities in 2012 can be attributed to:■ an 8% decrease in financial liabilities at fair value through profit of loss;■ a 25%, or EUR 37.4 billion, fall in amounts due to credit institutions toEUR 111.7 billion at 31 December 2012.The above were partially offset by:■ a 10%, or EUR 15.4 billion, increase in debt securities to EUR 173.2 billionat year-end 2012;■ an 11%, or EUR 14.9 billion, rise in technical reserves of insurancecompanies to EUR 148.0 billion at 31 December 2012.FINANCIAL LIABILITIES AT FAIR OR MODELVALUE THROUGH PROFIT OR LOSSThe trading book consists primarily of short sales of borrowed securities,repurchase agreements, and derivatives. Financial liabilities at fair ormodel value through profit or loss consist mainly of originated andstructured issues, where the risk exposure is managed in combinationwith the hedging strategy. These types of issues contain signifi cantembedded derivatives, whose changes in value are cancelled out bychanges in the value of the hedging instrument.902012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSBalance sheet3The total value of financial liabilities at fair or model value through profitor loss was down 8% compared to 31 December 2011, due mainly tothe decrease in the replacement value of derivatives, which fell 10%, orEUR 42.9 billion, to EUR 404.6 billion at 31 December 2012, with creditderivatives declining sharply to EUR 23.8 billion at 31 December 2012,down 51% from a year earlier.AMOUNTS DUE TO CREDIT INSTITUTIONSAmounts due to credit institutions consist primarily of borrowings, and ,to a lesser extent, demand deposits and repurchase agreements.Amounts due to credit institutions shrank 25%, or EUR 37.4 billion, toEUR 111.7 billion at 31 December 2012. This decline mainly reflects a21%, or EUR 25.5 billion, decrease in borrowings from credit institutionsto EUR 93.9 billion at year-end, as well as a 30% or EUR 3.5 billion, fallin repurchase agreements to EUR 8.0 billion at 31 December 2012 anda 46% or EUR 8.5 billion reduction in current accounts to 9.8 billion at31 December 2012.AMOUNTS DUE TO CUSTOMERSAmounts due to customers consist primarily of demand deposits, termaccounts, regulated savings accounts, and repurchase agreements.Amounts due to customers stood at EUR 539.5 billion at 31 December 2011,down 1%, or EUR 6.8 billion, from EUR 546.3 billion a year earlier. Thisdecrease was due to a 68%, or EUR 15.9 billion, reduction in repurchaseagreements to EUR 7.3 billion at 31 December 2012, partly offset byincreases of 2% (EUR 5.2 billion) in demand deposits to EUR 259.8 billionand of 11% (EUR 5.8 billion) in regulated savings accounts to 60.4 billionat 31 December 2012.DEBT SECURITIESDebt securities consist of negotiable certificates of deposit and bondissues. They do not include debt securities classified as financialliabilities at fair or model value through profit or loss (see note 5.a tothe consolidated financial statements).Debt securities totalled EUR 173.2 billion at 31 December 2012, up 10%from EUR 157.8 billion at 31 December 2011. This net increase is dueto a 15% rise in negotiable certificates of deposit to EUR 155.9 billion,partially offset by a 24% decrease in bond issues to EUR 17.3 billion at31 December 2012.SUBORDINATED DEBTSubordinated debt totalled EUR 15.2 billion at 31 December 2012, down23% from EUR 19.7 billion a year earlier.TECHNICAL RESERVES OF INSURANCECOMPANIESTechnical reserves of insurance companies amounted to EUR 148.0 billionat 31 December 2012, up 11% from EUR 133.1 billion at 31 December 2011.This increase is primarily due to higher technical reserves at the lifeinsurance business.ACCRUED EXPENSES AND OTHERLIABILITIESAccrued expenses and other liabilities consist of guarantee depositsreceived, settlement accounts related to securities transactions, collectionaccounts, accrued expenses and deferred income, and other creditors andmiscellaneous liabilities. Accrued expenses and other liabilities increased7%, from EUR 81.0 billion at 31 December 2011 to EUR 86.7 billion at31 December 2012.3MINORITY INTERESTSMinority interests contracted to EUR 8.5 billion at 31 December 2012,down from EUR 10.3 billion at 31 December 2011. This decrease mainlyreflects a EUR 0.8 billion contribution to net income, less EUR 2.0 billionfrom the change in the method of accounting for Klépierre, which is nowtreated as an associate, a EUR 0.7 billion redemption of preferred shares,EUR 0.3 billion for partial reimbursement of shares held by a minorityshareholder, and EUR 0.2 billion of dividend payouts.Changes in assets and liabilities recognised directly in equity amountedto EUR 0.9 billion.2012 Registration document and annual financial report - BNP PARIBAS 91

32012REVIEW OF OPERATIONSBalance sheetCONSOLIDATED SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO THE GROUPConsolidated shareholders’ equity attributable to the BNP Paribas Group(before dividend payout) stood at EUR 85.9 billion at 31 December 2012compared with EUR 75.4 billion at 31 December 2011. The EUR 10.5 billionincrease is attributable to EUR 6.6 billion of net income attributable tothe Group for 2012 and EUR 1.2 billion of capital increases conduct edout in 2012, less a EUR 1.4 billion dividend payout for the 2011 financialyear. The change in assets and liabilities recognised directly in equityamounted to EUR 4.6 billion in 2012, mainly as a result of changes in thevalue of available-for-sale financial assets recognised directly in equity.3OFF-BALANCE SHEET ITEMSFINANCING COMMITMENTSFinancing commitments given to customers consist mostly of documentarycredits and other confirmed letters of credit, and commitments relating torepurchase agreements between the transaction date and the value date.These commitments fell 5% to EUR 215.7 billion at 31 December 2012.Financing commitments given to credit institutions increased 78% toEUR 48.6 billion at 31 December 2012, owing mainly to the rise inrepurchase agreements recognised in financing commitments receivedat the trade date.Financing commitments received consist primarily of stand-by lettersof credit and commitments relating to repurchase agreements.Financing commitments received contracted 1% to EUR 125.8 billion at31 December 2012, down from EUR 126.5 billion a year earlier, reflectingan 11% fall in commitments received from customers to EUR 6 .0 billionat 31 December 2012. The share of commitments received from creditinstitutions remained stable, at EUR 119.7 billion at year-end 2012.GUARANTEE COMMITMENTSGuarantee commitments fell 14% to EUR 91.7 billion at 31 December 2012from EUR 106.1 billion a year earlier. This decrease is mainly attributableto a 12% fall in commitments given to customers to EUR 79.9 billion at31 December 2012, coupled with a 21% decline in commitments given tocredit institutions to EUR 11.8 billion at 31 December 2012.For further information concerning the Group›s financing and guaranteecommitments, see note 6 to the consolidated financial statements.922012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSProfit and loss account33.4 Profit and loss accountREVENUESIn millions of euros 2012 2011Change(2012/2011)Net interest income 21,745 23,981 -9%Net commission income 7,532 8,419 -11%Net gain on financial instruments at fair value through profit or loss 3,312 3,733 -11%Net gain on available-for-sale financial assets and other financial assets notmeasured at fair value 1,624 280 x 5.8Net income from other activities 4,859 5,971 -19%REVENUES 39,072 42,384 -8%3OVERVIEWThe 8% decline in the Group’s revenues in 2012 mainly reflects a 9% fallin net interest income and an 11% fall in net commission income, whichwas partially offset by an increase in net gains on available-for-salefinancial assets.NET INTEREST INCOMEThe “Net interest income” line item includes net interest income andinterest expenses related to customer items, interbank items, bondsissued by the Group, cash flow hedging instruments, interest rateportfolio hedging instruments, the trading book (fixed-income securities,repurchase agreements, loans and borrowings, and debt securities),available-for-sale financial assets, and held-to-maturity financial assets.More specifically, the “ Net interest income” line item includes:■ net interest income from loans and receivables, including the interest,transaction costs, fees, and commissions included in the initial value ofthe loan; these items are calculated using the effective interest methodand recognised in the profit and loss account over the life of the loan;■ net interest income from fixed-income securities held by the Groupwhich are classified as “ Financial assets at fair value through profitor loss” (for the contractual accrued interest) and “ Available-for-salefinancial assets” (for the interest calculated using the effective interestmethod;■ interest income from held-to-maturity assets, which are investmentswith fixed or determinable payments and fixed maturity that the Grouphas the intention and ability to hold until maturity; and■ net interest income from cash flow hedges, which are used inparticular to hedge interest rate risk on variable-rate assets andliabilities. Changes in the fair value of cash flow hedges are recordedin shareholders’ equity. The amounts recorded in shareholders’ equityover the life of the hedge are transferred to “ Net interest income” asand when the cash flows from the hedged item are recognised as profitor loss in the income statement.Interest income and expenses on hedging derivatives at value areincluded with the interest generated by the hedged item. Similarly,interest income and expenses arising from hedging derivatives used fortransactions designated as at fair or model value through profit or lossare allocated to the same line items as the interest income and expensesrelating to the underlying transactions.The main factors affecting the level of net interest income are the relativevolumes of interest-earning assets and interest-bearing liabilities and thespread between lending and funding rates. Net interest income is alsoaffected by the impact of hedging transactions, and, to a lesser extent,exchange rate fluctuations.Volumes of interest-earning assets and interest-bearing liabilities can beaffected by various factors, in addition to general economic conditionsand growth in the Group’s lending activities (either organically or throughacquisitions). One such factor is the Group’s business mix, such as therelative proportion of capital allocated to interest-generating as opposedto fee-generating businesses.The other principal factor affecting net interest income is the spreadbetween lending and funding rates, which itself is influenced by severalfactors. These include central bank funding rates (which affect boththe yield on interest-earning assets and the rates paid on sources offunding, although not always in a linear and simultaneous manner),the proportion of funding sources represented by non-interest bearingcustomer deposits, government decisions to raise or lower interestrates on regulated savings accounts, the competitive environment, therelative weight of the Group’s various interest-bearing products, whichhave different margins as a result of different competitive environments,and the Bank’s hedging strategy and accounting treatment of hedgingtransactions.2012 Registration document and annual financial report - BNP PARIBAS 93

32012REVIEW OF OPERATIONSProfit and loss account3Net interest income fell by 9% year-on-year to EUR 21,745 millionin 2012. This decline mainly reflects a 41% reduction in income fromfixed-income securities measured at fair value through profit or lossto EUR 1,438 million in 2012 from EUR 2,435 million in 2011, and to adecrease in net income from customer items, to EUR 19,718 million in2012 from EUR 20,406 million in 2011.Net interest on debt securities issued by the Group fell 14%, fromEUR 4,025 million in 2011 to EUR 3,445 million in 2012.The decline in net interest income in 2012 was due to the general climateof low interest rates and decelerating business volumes, coupled withthe effects of adaptation plans instituted for certain businesses in 2011(mainly Corporate & Investment Banking, Leasing and Personal Finance).These factors contributed to a decrease in net interest income .NET COMMISSION INCOMENet commission income includes commissions on interbank and moneymarket transactions, customer transactions, securities transactions,foreign exchange and arbitrage transactions, securities commitments,forward financial instruments, and financial services. Net commissionincome fell to EUR 7,532 million in 2012 from EUR 8,419 million in 2011.This mainly reflects a fall in commission income from trusts and similaractivities, to EUR 2,298 million in 2012 from EUR 2,454 million in 2011,and a decline of EUR 330 million in commissions from financial assetsand liabilities not measured at fair or model value through profit or lossto EUR 2,657 million in 2012 from EUR 2,987 million in 2011.Commissions receded in 2012 owing to unfavourable financial marketconditions.NET GAIN ON FINANCIAL INSTRUMENTSAT FAIR OR MODEL VALUE THROUGHPROFIT OR LOSSThis line item includes all profit and loss items (other than interestincome and expenses, which are recognised under “Net interest income”as discussed above) relating to financial instruments managed in thetrading book and to financial instruments designated as fair or modelvalue through profit or loss by the Group under the fair value option ofIAS 39. This includes both capital gains and losses on the sale and themarking to fair or model value of these instruments, along with dividendsfrom variable-income securities.This line item also includes gains and losses due to the ineffectiveness offair value hedges, cash flow hedges, and net foreign currency investmenthedges.The net gain on financial instruments at fair or model value through profitor loss was EUR 3,312 million in 2012, down 11% from EUR 3,733 millionin 2011. The gains and losses resulting from cash flows and theremeasurement of financial instruments, either cash or derivatives, mustbe appreciated as a whole in order to give a fair representation of theprofit or loss resulting from trading activities.The decrease in this line item is primarily due to the change in the netgain on financial instruments at fair or model value through profit orloss under the IAS 39 option, essentially attributable to the BNP ParibasGroup’s issue risk (which fell from a gain of EUR 1,190 million in 2011 to aloss of EUR 1,617 million in 2012). The other components of income fromitems at fair value through profit or loss under the IAS 39 option are offsetby changes in the value of the equity instruments covering these assets.The residual change in net gains on portfolios of financial assetsand financial liabilities at fair value through profit or loss is due to aEUR 2,363 million increase in net gains on debt instruments combinedwith a EUR 499 million decrease in other derivatives.The remeasurement of currency positions increased by EUR 602 million.NET GAIN ON AVAILABLE-FOR-SALEFINANCIAL ASSETS AND OTHER FINANCIALASSETS NOT MEASURED AT FAIR OR MODELVALUEThis line item relates to assets classified as available-for-sale. Changes infair value (excluding interest due) of these assets are initially recognisedunder “Change in assets and liabilities recognised directly in shareholders’equity”. Upon the sale of such assets or the recognition of an impairmentloss, these unrealised gains or losses are recognised in the profit and lossaccount under “Net gain on available-for-sale financial assets and otherfinancial assets not measured at fair value”.This line item also includes gains and losses on the sale of other financialassets not measured at fair or model value.The net gain on available-for-sale financial assets and other financialassets not measured at fair or model value increased EUR 1,344 millionbetween 31 December 2011 and 31 December 2012. This increase canbe attributed to a EUR 1,247 million rise in the net gain on fixed-incomefinancial assets and a EUR 97 million increase in the net gain on variableincomefinancial assets.In 2012, this line item included significant exceptional items, such asa one-off amortisation of the fair value remeasurement of part of theBNP Paribas Fortis banking book due to prepayments (+ EUR 427 million).942012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSProfit and loss account3NET INCOME FROM OTHER ACTIVITIESThis line item consists of net income from insurance activities, investmentproperty, assets leased under operating leases, and property developmentactivities, as well as other net income. Net income from other activitiesdeclined by 19%, from EUR 5,971 million in 2011 to EUR 4,859 million in2012, due primarily to decreases of EUR 390 million in net income frominsurance activities and of EUR 604 million in net income from investmentproperties following the disposal of the Klépierre group.The principal components of net income from insurance activities aregross premiums written, movements in technical reserves, claims andbenefit expenses, and changes in the value of admissible investmentsrelated to unit-linked contracts. Claims and benefits expenses includeexpenses arising from surrenders, maturities, and claims relating toinsurance contracts, as well as changes in the value of financial contracts(in particular unit-linked contracts). Interest paid on such contracts isrecognised under “ Interest and related expenses ”.The decrease in net income from insurance activities in 2012 isattributable mainly to a fall in technical reserves, which dropped from apositive EUR 1,572 million in 2011 to a negative EUR 4,246 million in 2012.This change is primarily due to an increase in the value of admissibleinvestments related to unit-linked contracts, which went from a net lossof EUR 1,597 million in 2011 to a net gain of EUR 3,361 million in 2012.Gross premiums written increased from EUR 16,288 million in 2011 toEUR 19,813 million in 2012. The claims and benefits expense rose fromEUR 12,484 million in 2011 to EUR 15,267 million in 2012.3OPERATING EXPENSES, DEPRECIATION, AND AMORTISATIONIn millions of euros 2012 2011Change(2012/2011)Operating expenses (25,007) (24,608) 2%Depreciation, amortisation, and impairment of property, plant and equipmentand intangible assets (1,543) (1,508) 2%TOTAL OPERATING EXPENSES, DEPRECIATION, AND AMORTISATION (26,550) (26,116) 2%Operating expenses, depreciation and amortisation registered a controlled increase of 2%, rising from EUR 26,116 million in 2011 toEUR 26,550 million in 2012.GROSS OPERATING INCOMEThe Group’s gross operating income declined 23% to EUR 12,522 million in 2012 (from EUR 16,268 million in 2011), primarily owing to an 8% fall inrevenues and a 2% increase in operating expenses.2012 Registration document and annual financial report - BNP PARIBAS 95

32012REVIEW OF OPERATIONSProfit and loss accountCOST OF RISKIn millions of euros 2012 2011Change(2012/2011)Net allowances to impairment (4,111) (3,510) +17%Recoveries on loans and receivables previously written off 714 514 +39%Irrecoverable loans and receivables not covered by impairment provisions (482) (560) -14%Loss on Greek sovereign debt (62) (3,241) -98%TOTAL COST OF RISK FOR THE PERIOD (3,941) (6,797) -42%3This line item represents the net amount of impairment lossesrecognised for credit risks inherent in the Group’s intermediationactivities, as well as any impairment losses relating to counterpartyrisks on over-the-counter derivative instruments.The Group’s cost of risk was EUR 3,941 million, 42% lower than in 2011,which included the EUR 3,241 million impact of the support plan forGreece. Excluding the impact of provisions for Greek bonds, the cost ofrisk rose by a moderate 9.2%.Excluding Greek sovereign debt, the increase in the cost of risk from2011 to 2012 was due mainly to a EUR 418 million rise in provisions forCorporate & Investment Banking (including a EUR 336 million increasefor Corporate Banking), which were unusually low in 2011 owing tosubstantial reversals. Moreover, p rovisions for the Retail Banking businessfell 2% to EUR 3,505 million in 2012 (from EUR 3,565 million in 2011),including a 43% decrease in provisions at BancWest (EUR 145 millionin 2012 vs. EUR 256 million in 2011) and a 9% decrease in provisionsfor the Personal Finance business (EUR 1,497 million in 2012 vs.EUR 1,639 million in 2011).At 31 December 2012, doubtful loans and commitments net of guaranteestotalled EUR 33 billion, down from EUR 37 billion a year earlier, andprovisions totalled EUR 28 billion, compared with EUR 30 billion a yearearlier. The coverage ratio was 83% at 31 December 2012, compared with80% at 31 December 2011.For a more detailed discussion of the net additions to provisions for eachbusiness, see the section titled “ Core business results” .NET INCOME ATTRIBUTABLE TO EQUITY HOLDERSIn millions of euros 2012 2011Change(2012/2011)OPERATING INCOME 8,581 9,471 -9%Share of earnings of associates 489 80 x6.1Net gain on non-current assets 1,792 206 x 8.7Goodwill (490) (106) x 4.6Corporate income tax (3,059) (2,757) +11%Net income attributable to minority interests (760) (844) -10%NET INCOME ATTRIBUTABLE TO EQUITY HOLDERS 6,553 6,050 +8%OVERVIEWNet income attributable to equity holders rose by 8% in 2012 as comparedto 2011.SHARE OF EARNINGS OF ASSOCIATESThe Group’s share of earnings of associates (i.e., companies accountedfor under the equity method) increased from EUR 80 million in 2011to EUR 489 million in 2012, mainly as a result of the EUR 213 millionnegative impact of the Greek sovereign debt provision recognised atinsurance companies in 2011.962012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSRecent events3NET GAIN ON NON-CURRENT ASSETSThis line item includes net realised gains and losses on sales of property,plant, equipment, and intangible assets used in operations, and on salesof investments in consolidated undertakings still included in the scopeof consolidation at the time of sale. The net gain on non-current assetsincreased from EUR 206 million in 2011 to EUR 1,792 million in 2012,including the gain on the sale of a 28.7% interest in Klépierre SA forEUR 1.7 billion.CHANGE IN VALUE OF GOODWILLThe change in the value of goodwill amounted to a negativeEUR 490 million in 2012 compared with a negative EUR 106 million in2011, including a negative EUR 298 million adjustment in the goodwillof BNL Banca Commerciale due to the anticipated increase in capitalrequirements by the Bank of Italy.INCOME TAX EXPENSEThe Group’s income tax expense for 2012 totalled EUR 3,059 million, upfrom EUR 2,757 million in 2011.MINORITY INTERESTSThe share of earnings attributable to minority interests in consolidatedcompanies fell to EUR 760 million in 2012 from EUR 844 million in 2011,mainly due to the loss of control over the Klépierre group, which is nowconsolidated under the equity method.33.5 Recent eventsPRODUCTS AND SERVICESBNP Paribas regularly introduces new products and services for its customers. More information is available on the Group’s websites, including in thepress releases available at www.invest.bnpparibas.com.ACQUISITIONS AND PARTNERSHIPSNo significant acquisition or partnership events have occurred since the third update to the 2011 Registration document was issued on 9 November 2012.2012 Registration document and annual financial report - BNP PARIBAS 97

32012REVIEW OF OPERATIONSOutlook3.6 OutlookGROUP OUTLOOK3In 2013, the Group will prepare a 2014-2016 business development planbased on the road maps of the various divisions with the goal of unveilinga comprehensive plan early in 2014.The first phase of the plan is the launch of Simple and Efficient, anambitious initiative to simplify the way the Group functions and improveoperating efficiency.The second phase will include specific business development plans byregion and business unit. The first unveiled plan covers the Asia Pacificregion.SIMPLE & EFFICIENT: AN AMBITIOUSPLAN TO SIMPLIFY THE WAY THE GROUPFUNCTIONS AND IMPROVE OPERATINGEFFICIENCYIn 2013, the Group will launch a 3-year EUR 1.5 billion investmentprogramme designed to simplify the way it functions and improve itsoperating efficiency.The Group is aiming to improve operating efficiency in order toachieve cost savings starting in 2013 and which are expected to reachEUR 2 billion a year as of 2015. About half of these savings will come fromRetail Banking, a third from CIB and a sixth from Investment Solutions.This will be achieved without closing down any businesses and with thededication of the entire Group.In order to maximise the benefits, General Management will head theprogramme and a specially-dedicated team will provide across-the-boardmonitoring, facilitating project management across several business unitsand functions.The programme will include 5 areas for transformation (process review,system streamlining, operating simplification, customer service and costoptimisation) and across-the-board approaches to improving operatingefficiency (digitisation of business processes, increased delegation,simplified internal reporting, etc.). Over 1,000 initiatives have alreadybeen identified in the Group.ASIA PACIFIC: A REGION FOR THE GROUPTO FOCUS ITS BUSINESS DEVELOPMENTWith a workforce of nearly 8,000 persons (1) working for CIB andInvestment Solutions, and a presence in 14 markets, the Group is one ofthe international banks that is best positioned in Asia Pacific where it hashad a long-standing presence. CIB and Investment Solutions currentlymake about 12.5% of their revenues there, or EUR 2 billion.In the fast-growing region, the Group has recognised franchises especiallyin Trade Finance (with 25 trade centres), Cash Management (number 5 inAsia), Fixed Income (number 1 for FX Derivatives and number 1 InterestDerivative Dealer), Equities and Advisory (number 2 Equity DerivativesDealer), Private Banking (number 8 with 30 billion in assets undermanagement in 2012), Insurance (7th amongst non Asian insurers), andhas a strong presence in the petroleum and gas, metals and miningproducts sectors as well as air transport. The Group also has successfulpartnerships with a number of leading domestic players.By leveraging its solid platforms, the Group’s goal is to grow CIB’s andInvestment Solutions’ revenues in Asia to over EUR 3 billion by 2016, ora compounded annualised growth rate on the order of 12%.The Group expects to grow its financed assets by the same magnitudeand, likewise, to grow the gathering of deposits in the region. Within thenext three years, the Group also expects to hire about 1,300 people inthe region to work in Investment Solutions and CIB.For corporate clients, the Group will bolster the commercial organisationgeared to multinational corporations as well as local large and mediumsizedbusinesses. Thereby, it will expand its domestic client base, serviceglobal clients in Asia Pacific and its Asian clients as they take theirbusinesses global. It will hence step up the effort with respect to TradeFinance and Cash Management and, in Fixed Income, speed up the rollout of bonds, flow products, and hedging instruments. At the same time,the Group will heighten its presence with investors rolling out Originateto Distribute, developing Asset Management and Securities Management,expanding the Private Banking client base and stepping up cross-sellingbetween CIB and Investment Solutions. Lastly, the Group will forge newpartnerships, especially in Insurance with the objective of developingbusiness in China and Indonesia.A member of the Executive Committee, already based in the region, willoversee the Group’s business and development.(1) Excluding partnerships.982012 Registration document and annual financial report - BNP PARIBAS

2012 REVIEW OF OPERATIONSOutlook3CORE BUSINESS OUTLOOKRETAIL BANKINGIn 2013, Domestic Markets will continue its strong commitment to itsclients, invest in innovation and pursue its effort to streamline operations.It will thus prepare the retail bank of the future. For individual customers,it will expand innovative online banking services, in particular for mobilephones and continue to develop new payment solutions. For corporatecustomers, it will continue to expand One Bank for Corporates inassociation with CIB whilst continuing to acquire new customers (already2,600 new accounts by year-end 2012) and bolstering the service offering,in particular in Cash Management, leveraging on its leading positionin the eurozone. With respect to VSEs & SMEs, Domestic Markets willcapitalise on the network of Small Business Centres (59 in France, 42 inItaly) and focus on developing synergies with Leasing Solutions and Arval.Private Banking will leverage its leadership position in the eurozone togrow its business in Italy and to pursue synergies with corporates andsmall businesses.In Domestic Markets as a whole, the business unit will upgrade itsnetworks based on the needs of its customers with more advisory andless transaction related services and more diversified formats.An ambitious plan was thus unveiled in Belgium in December 2012 (Bankfor the Future) designed to anticipate new customer behaviours (mobilebanking, customer relations centres, less in-branch teller business andincreased commercial meetings with clients) and to improve operatingefficiency.The retail banking networks outside the eurozone will roll out theGroup’s integrated business model whilst adapting themselves to localspecificities.Europe-Mediterranean will continue its selected business developmentwith the opening of branches in regions with fast-paced growth (suchas Morocco); adapt the set up and offering to online banking; developbusiness with institutional customers and grow cash management. Withrespect to Turkey, TEB will continue to grow its business, in particular bycontinuing to step up cross-selling with Investment Solutions and CIB.At BancWest, in a more favourable economic context, the commercialoffering will be expanded, in particular by developing Private Banking,closer cooperation with CIB and enhancing the Cash Managementoffering. Lastly, BancWest will continue to upgrade and streamline thebranch network.Personal Finance will continue to adapt to the new environment.In France, the business unit will continue to transform its business modelwhilst growing Cetelem Banque’s business (gathering of savings and saleof protection insurance products), implementing the process of assistingclients in a difficult position and leveraging its business alliance withBPCE (joint venture up and running on 1 January 2013) to share certaindevelopment costs.In Italy, Personal Finance will roll out Findomestic Banca (marketingof deposit accounts and insurance products) and continue productinnovation.Lastly, the business unit will continue to develop engines of growth:in Russia by implementing the strategic alliance with Sberbank; in theautomobile sector, through partnerships with European manufacturersand distributors; in the Group’s retail banking networks in emergingcountries, by rolling out PF Inside; and, lastly, by expanding the Internetoffering.INVESTMENT SOLUTIONSIn 2013, Investment Solutions will continue to strengthen its leadershippositions in Europe with targeted clientele, in particular Ultra High NetWorth Individuals in Private Banking and institutional clients.The business unit will continue to innovate and expand its productoffering: in Securities Services, by capitalising on changes in regulationsin the field of market infrastructure; in Asset Management, by developinghigh value added products; in all the business units, by rolling out theonline banking service offering.Investment Solutions will continue international business development infast growing countries, in particular by bolstering platforms in Asia Pacific,Latin America and the Gulf countries. Lastly, Insurance will continue tobe a powerful driver of growth within the business unit.CORPORATE AND INVESTMENT BANKING(CIB)In 2013, CIB will continue transforming the business model, whilstbolstering its operations in Asia and North America.Advisory and Capital Markets will continue to expand the productoffering whilst strengthening flow product platforms, developing marketinfrastructure access and collateral management services and continuingto grow the bond origination businesses.Corporate Banking will continue its transformation, further increasingclient deposits by expanding Cash Management whilst developing aregional approach to be closer to clients.The roll out of Originate to Distribute will be stepped up by leveraging onalready strong positions in syndication, securitisation and bond issues andby developing innovative distribution channels (debt funds).32012 Registration document and annual financial report - BNP PARIBAS 99

32012REVIEW OF OPERATIONSLiquidity and financing3.7 Liquidity and financing3The Group’s liquidity position is very strong.The Group’s cash balance sheet (1) totalled EUR 974 billion as at31 December 2012. Equity, customer deposits and medium-and long-termresources represent a surplus of EUR 69 billion (of which USD 52 billion)compared to the funding needs of the client activity and tangible andintangible assets. This surplus more than doubled compared to whatit was as at 31 December 2011 (EUR 31 billion) and is virtually flatcompared to last quarter (EUR 71 billion). Stable resources amountto 110% of funding needs of customer activity, including tangible andintangible assets.The Group’s liquid and asset reserves immediately available totalledEUR 221 billion (compared to EUR 160 billion as at 31 December 2011),which equates to 119% of the short-term cash resources.The Group’s 2013 medium- and long-term funding programme amountsto EUR 30 billion. By the end of January 2013, EUR 11 billion have alreadybeen raised (2) from issues with an average maturity of 4.8 years and anaverage spread of 73 basis points above mid-swap (compared to 109 basispoints on average for the 2012 programme). The Group therefore has adiversified medium- and long-term funding at good conditions, and whichare improving.3.8 SolvencyThe Group’s solvency is very high.Common equity Tier 1 capital totalled EUR 65.1 billion as at31 December 2012, up EUR 6.2 billion compared to what it was at31 December 2011, thanks primarily to retaining most of the earnings.Risk-weighted assets (3) were EUR 552 billion, down EUR 62 billioncompared to what it was as at 31 December 2011, primarily due to theadaptation plan.Thus, as at 31 December 2012, the common equity Tier 1 ratio, whichincludes the European Capital Requirements Directive 3 (CRD 3) regulatoryregime that came into force at the end of 2011, was 11.8%, up 220 basispoints compared to what it was as at 31 December 2011.The Basel 3 common equity Tier 1 ratio, taking into account all the rulesof the CRD 4 (4) with no transitory provisions (Basel 3 fully loaded that willcome into force only on 1 January 2019) was 9.9% as at 31 December 2012and up 40 basis points compared to what it was as at 30 September 2012due to reduction of risk-weighted assets (+15 basis points), the impact ofnet income from the quarter (+10 basis points) as well as the appreciationof available for sale securities (+10 basis points). It illustrates the Group’shigh level of solvency within the new regulations, the 9% objective bythe end of 2012 set during the launch of the adaptation plan thereforebeing largely surpassed.(1) Based on the banking prudential scope and after netting amounts for derivatives, repos, securities lending/borrowing and payables/receivables.(2) Including issues at the end of 2012 on top of the 34 billion euros completed under the 2012 programme.(3) Basel 2.5.(4) CRD 4 as anticipated by BNP Paribas. Since CRD 4 is still being debated in the European Parliament, its directives remain subject to interpretation and can still be amended.1002012 Registration document and annual financial report - BNP PARIBAS

4CONSOLIDATED FINANCIAL STATEMENTSPREPARED IN ACCORDANCE WITHINTERNATIONAL FINANCIAL REPORTINGSTANDARDS AS ADOPTED BY THE EUROPEANUNION4.1 Profit and loss account for the year ended 31 December 2012 1044.2 Statement of net income and changesin assets and liabilities recognised directly in equity 1054.3 Balance sheet at 31 December 2012 1064.4 Cash flow statement for the year ended 31 December 2012 1074.5 Statement of changes in shareholders’ equitybetween 1 Jan. 2011 and 31 Dec. 2012 1084.6 Notes to the financial statements prepared in accordance withInternational Financial Reporting Standards as adopted by the European Union 110Note 1 Summary of significant accounting policies applied by the BNP ParibasGroup 1101.a Applicable accounting standards 1101.b Consolidation 1101.b.1 Scope of consolidation 1101.b.2 Consolidation methods 1111.b.3 Consolidation procedures 1111.b.4 Business combinations and measurement of goodwill 1121.c Financial assets and financial liabilities 1131.c.1 Loans and receivables 1131.c.2 Regulated savings and loan contracts 1131.c.3 Securities 1141.c.4 Foreign currency transactions 1151.c.5 Impairment and restucturing of financial assets 1151.c.6 Reclassification of financial assets 1161.c.7 Issues of debt securities 1161.c.8 Own equity instruments and own equity instrument derivatives 1171.c.9 Derivative instruments and hedge accounting 1171.c.10 Determination of fair value 1182012 Registration document and annual financial report - BNP PARIBAS 101

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 201241.c.11 Financial assets and liabilities designated at fair value through profitor loss (fair value option) 1191.c.12 Income and expenses arising from financial assets and financial liabilities 1191.c.13 Cost of risk 1191.c.14 Derecognition of financial assets and financial liabilities 1191.c.15 Offsetting financial assets and financial liabilities 1191.d Accounting standards specific to insurance business 1201.d.1 Assets 1201.d.2 Liabilities 1201.d.3 Profit and loss account 1201.e Property, plant, equipment and intangible assets 1201.f Leases 1211.f.1 Lessor accounting 1211.f.2 Lessee accounting 1221.g Non-current assets held for sale and discontinued operations 1221.h Employee benefits 1221.i Share-based payment 1231.j Provisions recorded under liabilities 1241.k Current and deferred taxes 1241.l Cash flow statement 1241.m Use of estimates in the preparation of the financial statements 124Note 2 Notes to the profit and loss account for the year ended 31 December 2012 1262.a Net interest income 1262.b Commission income and expense 1262.c Net gain/loss on financial instruments at fair value through profit or loss 1272.d Net gain/loss on available-for-sale financial assets and other financial assetsnot measured at fair value 1272.e Net income from other activities 1282.f Cost of risk 1282.g Corporate income tax 130Note 3 Segment information 130Note 4 Exposure to sovereign risk 133Note 5 Notes to the balance sheet at 31 December 2012 1395.a Financial assets, financial liabilities and derivatives at fair value through profit or loss 1395.b Derivatives used for hedging purposes 1415.c Available-for-sale financial assets 1415.d Measurement of the fair value of financial instruments 1425.e Reclassification of financial instruments initially recognised at fair value through profit orloss held for trading purposes or as available-for-sale assets 1465.f Interbank and money-market items 1485.g Customer items 1481022012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 201245.h Past-due loans, whether impaired or not, and related collateral or other guarantees 1505.i Debt securities and subordinated debt 1515.j Held-to-maturity financial assets 1545.k Current and deferred taxes 1555.l Accrued income/expense and other assets/liabilities 1565.m Investments in associates 1575.n Property, plant, equipment and intangible assets used in operations, investment property 1585.o Goodwill 1595.p Technical reserves of insurance companies 1615.q Provisions for contingencies and charges 1625.r Transfers of financial assets 164Note 6 Financing commitments and guarantee commitments 1656.a Financing commitments given or received 1656.b Guarantee commitments given by signature 1656.c Other Guarantee commitments 165Note 7 Salaries and employee benefits 1667.a Salary and employee benefit expenses 1667.b Post-employment benefits 1667.c Other long-term benefits 1717.d Termination benefits 1717.e Share-based payments 172Note 8 Additional information 1788.a Changes in share capital and earnings per share 1788.b Scope of consolidation 1878.c Change in the Group’s interest and minority interests in the capital and retained earningsof subsidiaries 1958.d Business combinations and loss of control 1968.e Compensation and benefits awarded to the Group’s corporate officers 1978.f Related parties 2078.g Balance sheet by maturity 2098.h Fair value of financial instruments carried at amortised cost 2108.i Contingent liabilities: legal proceeding and arbitration 2118.j Fees paid to the Statutory Auditors 21244.7 Statutory Auditors’ report on the consolidated financial statements 2142012 Registration document and annual financial report - BNP PARIBAS 103

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Profit and loss account for the year ended 31 December 2012The consolidated financial statements of the BNP Paribas Group are presented for the years ended 31 December 2012 and 31 December 2011. Inaccordance with Article 20.1 of Annex I of European Commission Regulation (EC) 809/2004, the consolidated financial statements for 2010 are providedin the registration document filed with the Autorité des marchés financiers on 9 March 2012 under number D.12-0145.4.1 Profit and loss account for the year ended31 December 20124In millions of eurosNotesYear to31 Dec. 2012Year to31 Dec. 2011Interest income 2.a 44,476 47,124Interest expense 2.a (22,731) (23,143)Commission income 2.b 12,601 13,695Commission expense 2.b (5,069) (5,276)Net gain/loss on financial instruments at fair value through profit or loss 2.c 3,312 3,733Net gain/loss on available-for-sale financial assets and other financial assetsnot measured at fair value 2.d 1,624 280Income from other activities 2.e 33,720 26,836Expense on other activities 2.e (28,861) (20,865)REVENUES 39,072 42,384Operating expense (25,007) (24,608)Depreciation, amortisation and impairment of property, plant and equipmentand intangible assets 5.n (1,543) (1,508)GROSS OPERATING INCOME 12,522 16,268Cost of risk 2.f (3,941) (6,797)OPERATING INCOME 8,581 9,471Share of earnings of associates 489 80Net gain on non-current assets 1,792 206Goodwill 5.o (490) (106)PRE-TAX INCOME 10,372 9,651Corporate income tax 2.g (3,059) (2,757)NET INCOME 7,313 6,894Net income attributable to minority interests 760 844NET INCOME ATTRIBUTABLE TO EQUITY HOLDERS 6,553 6,050Basic earnings per share 8.a 5.16 4.82Diluted earnings per share 8.a 5.15 4.811042012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Statement of net income and changes in assets and liabilities recognised directly in equity44.2 Statement of net income and changesin assets and liabilities recognised directlyin equityIn millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011Net income for the period 7,313 6,894Changes in assets and liabilities recognised directly in equity 5,518 (1,748)Items related to exchange rate movements 113 (61)Changes in fair value of available-for-sale financial assets, including those reclassified as loansand receivables 4,761 (2,532)Changes in fair value of available-for-sale financial assets reported in net income, including thosereclassified as loans and receivables (284) 277Changes in fair value of hedging instruments 559 640Changes in fair value of hedging instruments reported in net income 6 (15)Items related to investments in associates 363 (57)TOTAL 12,831 5,146Attributable to equity shareholders 11,178 4,487Attributable to minority interests 1,653 65942012 Registration document and annual financial report - BNP PARIBAS 105

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Balance sheet at 31 December 20124.3 Balance sheet at 31 D ecember 20124In millions of euros Notes 31 December 2012 31 December 2011ASSETSCash and amounts due from central banks 103,190 58,382Financial instruments at fair value through profit or lossTrading securities 5.a 143,465 157,624Loans and repurchase agreements 5.a 146,899 153,799Instruments designated at fair value through profit or loss 5.a 62,800 57,073Derivative financial instruments 5.a 410,635 451,967Derivatives used for hedging purposes 5.b 14,267 9,700Available-for-sale financial assets 5.c 192,506 192,468Loans and receivables due from credit institutions 5.f 40,406 49,369Loans and receivables due from customers 5.g 630,520 665,834Remeasurement adjustment on interest-rate risk hedged portfolios 5,836 4,060Held-to-maturity financial assets 5.j 10,284 10,576Current and deferred tax assets 5.k 8,661 11,570Accrued income and other assets 5.l 99,359 93,540Policyholders' surplus reserve 5.p - 1,247Investments in associates 5.m 7,040 4,474Investment property 5.n 927 11,444Property, plant and equipment 5.n 17,319 18,278Intangible assets 5.n 2,585 2,472Goodwill 5.o 10,591 11,406TOTAL ASSETS 1,907,290 1,965,283LIABILITIESDue to central banks 1,532 1,231Financial instruments at fair value through profit or lossTrading securities 5.a 52,432 100,013Borrowings and repurchase agreements 5.a 203,063 173,271Instruments designated at fair value through profit or loss 5.a 43,530 42,044Derivative financial instruments 5.a 404,598 447,467Derivatives used for hedging purposes 5.b 17,286 14,331Due to credit institutions 5.f 111,735 149,154Due to customers 5.g 539,513 546,284Debt securities 5.i 173,198 157,786Remeasurement adjustment on interest-rate risk hedged portfolios 2,067 356Current and deferred tax liabilities 5.k 3,046 3,489Accrued expenses and other liabilities 5.l 86,691 81,010Technical reserves of insurance companies 5.p 147,992 133,058Provisions for contingencies and charges 5.q 10,962 10,480Subordinated debt 5.i 15,223 19,683TOTAL LIABILITIES 1,812,868 1,879,657CONSOLIDATED EQUITYShare capital, additional paid-in capital and retained earnings 76,102 70,714Net income for the period attributable to shareholders 6,553 6,050Total capital, retained earnings and net income for the period attributable to shareholders 82,655 76,764Change in assets and liabilities recognised directly in equity 3,231 (1,394)Shareholders' equity 85,886 75,370Retained earnings and net income for the period attributable to minority interests 8,124 10,737Changes in assets and liabilities recognised directly in equity 412 (481)Total minority interests 8,536 10,256TOTAL CONSOLIDATED EQUITY 94,422 85,626TOTAL LIABILITIES AND EQUITY 1,907,290 1,965,2831062012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Cash flow statement for the year ended 31 December 201244.4 Cash flow statement for the yearended 31 D ecember 2012In millions of eurosNotesYear to31 Dec. 2012Year to31 Dec. 2011Pre-tax income 10,372 9,651Non-monetary items included in pre-tax net income and other adjust ments 8,540 18,975Net depreciation/amortisation expense on property, plant and equipment and intangibleassets 3,663 3,788Impairment of goodwill and other non-current assets 493 135Net addition to provisions 7,004 6,359Share of earnings of associates (489) (80)Net income from investing activities (1,783) (246)Net expense (income) from financing activities 217 (1,719)Other movements (565) 10,738Net increase in cash related to assets and liabilities generated by operating activities 38,424 11,719Net decrease in cash related to transactions with credit institutions (22,052) (11,427)Net increase (decrease) in cash related to transactions with customers 47,028 (68,092)Net increase in cash related to transactions involving other financial assets and liabilities 17,890 96,551Net decrease in cash related to transactions involving non-financial assets and liabilities (2,455) (2,970)Taxes paid (1,987) (2,343)NET INCREASE IN CASH AND EQUIVALENTS GENERATED BY OPERATING ACTIVITIES 57,336 40,345Net increase in cash related to acquisitions and disposals of consolidated entities 8.d 2,911 325Net decrease related to property, plant and equipment and intangible assets (1,631) (1,938)NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS RELATED TO INVESTING ACTIVITIES 1,280 (1,613)Increase (decrease) in cash and equivalents related to transactions with shareholders 543 (3,910)Decrease in cash and equivalents generated by other financing activities (8,246) (11,058)NET DECREASE IN CASH AND EQUIVALENTS RELATED TO FINANCING ACTIVITIES (7,703) (14,968)EFFECT OF MOVEMENT IN EXCHANGE RATES ON CASH AND EQUIVALENTS (1,035) 1,550NET INCREASE IN CASH AND EQUIVALENTS 49,878 25,314Balance of cash and equivalent accounts at the start of the period 50,329 25,015Cash and amounts due from central banks 58,382 33,568Due to central banks (1,231) (2,123)On d emand deposits with credit institutions 5.f 12,099 11,273On d emand loans from credit institutions 5.f (18,308) (17,464)D eduction of receivables and accrued interest on cash and equivalents (613) (239)Balance of cash and equivalent accounts at the end of the period 100,207 50,329Cash and amounts due from central banks 103,190 58,382Due to central banks (1,532) (1,231)On d emand deposits with credit institutions 5.f 8,665 12,099On d emand loans from credit institutions 5.f (9,840) (18,308)Deduction of receivables and accrued interest on cash and equivalents (276) (613)NET INCREASE IN CASH AND EQUIVALENTS 49,878 25,31442012 Registration document and annual financial report - BNP PARIBAS 107

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Statement of changes in shareholders’equity between 1 Jan. 2011 and 31 Dec. 20124.5 Statement of changes in shareholders’ equityCapital and retained earningsAttributable to shareholders4In millions of eurosSharecapital andadditionalpaid-incapitalUndatedSuperSubordinatedNotesNondistributedreservesCapital and retained earnings at 31 December 2010 25,711 8,029 40,723 74,463Appropriation of net income for 2010 (2,521) (2,521)Increases in capital and issues 396 396Reduction in capitalImpact of redemption of undated super subordinated notes 114 114Movements in own equity instruments (427) (768) 91 (1,104)Share-based payment plans 65 65Remuneration on preferred shares and undated super subordinated notes (295) (295)Impact of internal transactions on minority shareholders (note 8.c) (80) (80)Change in consolidation method impacting minority shareholders (8) (8)Acquisitions of additional interests or partial sales of interests (note 8.c) (292) (292)Change in commitments to repurchase minority shareholders' interests 3 3Other movements (2) (25) (27)Change in assets and liabilities recognised directly in equityNet income for 2011 6,050 6,050Interim dividend paymentsCapital and retained earnings at 31 December 2011 25,678 7,261 43,825 76,764Appropriation of net income for 2011 (1,430) (1,430)Increases in capital and issues 1,153 1,153Reduction in capital (378) (378)Movements in own equity instruments 268 (20) (46) 202Share-based payment plans 72 72Remuneration on preferred shares and undated super subordinated notes (280) (280)Impact of internal transactions on minority shareholders (note 8.c) 8 8Change in consolidation method impacting minority shareholdersAcquisitions of additional interests or partial sales of interests (note 8.c)Change in commitments to repurchase minority shareholders' interests 5 5Other movements (7) (7) (14)Change in assets and liabilities recognised directly in equityNet income for 2012 6,553 6,553Interim dividend paymentsCapital and retained earnings at 31 December 2012 26,714 7,241 48,700 82,655Total1082012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Statement of changes in shareholders’equity between 1 Jan. 2011 and 31 Dec. 20124between 1 Jan. 2011 and 31 Dec. 2012Capital andretainedearningsPreferredshareseligible asTier 1 capitalMinority interestsTotalExchangeratesChanges in assets and liabilities recognised directly in equityFinancialassetsavailablefor sale andreclassifiedas loans andreceivablesAttributable to shareholdersDerivativesused forhedgingpurposesTotalMinorityinterestsTotal equity9,401 1,892 11,293 (401) (14) 584 169 (296) 85,629(462) (462) (2,983)396(500) (500) (500)114(1,104)65(117) (117) (412)80 8063 63 55(477) (477) (769)(16) (16) (13)65 3 68 41(44) (2,182) 663 (1,563) (185) (1,748)844 844 6,894(39) (39) (39)9,342 1,395 10,737 (445) (2,196) 1,247 (1,394) (481) 85,626(232) (232) (1,662)1,153(250) (683) (933) (1,311)10 10 21272(86) (86) (366)(11) (11) (3)(2,027) (2,027) (2,027)(4) (4) (4)(15) (15) (10)(81) 40 (41) (55)(51) 4,345 331 4,625 893 5,518760 760 7,313(34) (34) (34)7,372 752 8,124 (496) 2,149 1,578 3,231 412 94,42242012 Registration document and annual financial report - BNP PARIBAS 109

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4.6 Notes to the financial statements preparedin accordance with International FinancialReporting Standards as adopted bythe European UnionNote 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES APPLIED BYTHE BNP PARIBAS GROUP41.a APPLICABLE ACCOUNTING STANDARDSThe consolidated financial statements of the BNP Paribas Group havebeen prepared in accordance with international accounting standards(International Financial Reporting Standards – IFRS), as adopted for usein the European Union (1) . Accordingly, certain provisions of IAS 39 onhedge accounting have been excluded, and certain recent texts have notyet undergone the approval process.In the consolidated financial statements at 31 December 2012, theGroup has adopted the amendment to IFRS 7 “Financial Instruments:Disclosures – Transfers of Financial Assets” adopted by the EuropeanUnion on 23 November 2011 (see note 5.r). This amendment has noimpact on the recognition and measurement of transactions.The introduction of other standards, which are mandatory as of 1 January2012, has no effect on the 2012 financial statements.The Group did not choose to early-adopt the new standards, amendments,and interpretations adopted by the European Union whose applicationin 2012 was optional.As of 1 January 2013, in accordance with the amendment to IAS 19“Employee Benefits” adopted in June 2012 by the European Union, theretirement benefit liability will be recognised in the Group’s balance sheettaking into account actuarial gains or losses which would not have beenrecognised or amortised at this date. This liability will thus be increasedby EUR 412 million and by EUR 570 million respectively at 1 January2012 and 31 December 2012 in the restated 2012 accounts presented inthe 2013 financial statements; the 2012 pre-tax income will thereforebe increased accordingly by EUR 7 million.On 29 December 2012, the European Union adopted the amendment toIAS 32 “Financial Instruments: Presentation – Offsetting Financial Assetsand Financial Liabilities”, IFRS 10 “Consolidated Financial Statements”,IFRS 11 “Joint Arrangements”, and the amended IAS 28 “Investments inAssociates and Joint Ventures”, mandatory for financial periods starting onor after 1 January 2014, and IFRS 13 “Fair Value Measurement”, applicableprospectively for financial periods starting on or after 1 January 2013.The Group is in the process of analysing the potential impacts of thesenew standards on the consolidated financial statements.Information on the nature and extent of risks relating to financialinstruments as required by IFRS 7 “Financial Instruments: Disclosures” andto insurance contracts as required by IFRS 4 “Insurance Contracts”, alongwith information on regulatory capital required by IAS 1 “Presentationof Financial Statements” is presented in Chapter 5 of the Annual Report.This information, which is an integral part of the notes to the BNP ParibasGroup’s consolidated financial statements, is covered by the opinion ofthe Statutory Auditors concerning the consolidated financial statements,and is identified in the Annual Report by the word “Audited”.1.b CONSOLIDATION1.b.1Scope of consolidationThe consolidated financial statements of BNP Paribas include all entitiesunder the exclusive or joint control of the Group or over which the Groupexercises significant influence, with the exception of those entities whoseconsolidation is regarded as immaterial to the Group. The consolidationof an entity is regarded as immaterial if its contribution to theconsolidated financial statements is below the following three thresholds:EUR 15 million of consolidated Revenues, EUR 1 million of consolidatedgross operating income or net income before tax, EUR 500 million oftotal consolidated assets. Companies that hold shares in consolidatedcompanies are also consolidated.Subsidiaries are consolidated from the date on which the Group obtainseffective control. Entities under temporary control are included in theconsolidated financial statements until the date of disposal.(1) The full set of standards adopted for use in the European Union can be found on the website of the European Commission at: http://ec.europa.eu/internal_market/accounting/ias_en.htm#adopted-commission.1102012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The Group also consolidates special purpose entities (SPEs) formedspecifically to manage a transaction or a group of transactions withsimilar characteristics, even where the Group has no equity interest in theentity, provided that the substance of the relationship indicates that theGroup exercises control as assessed by reference to the following criteria:■ the activities of the SPE are being conducted exclusively on behalf ofthe Group, such that the Group obtains benefits from those activities;■ the Group has the decision-making and management powers to obtainthe majority of the benefits of the ordinary activities of the SPE (forexample, by the power to dissolve the SPE, to amend its bylaws, or toexercise a formal veto over amendments to its bylaws);■ the Group has the ability to obtain the majority of the benefits of theSPE, and therefore may be exposed to risks incident to the activitiesof the SPE. These benefits may be in the form of rights to some or allof the SPE’s earnings (calculated on an annual basis), to a share ofits net assets, to benefit from one or more assets, or to receive themajority of the residual assets in the event of liquidation;■ the Group retains the majority of the risks taken by the SPE in orderto obtain benefits from its activities. This would apply, for example,if the Group remains exposed to the initial losses on a portfolio ofassets held by the SPE.1.b.2Consolidation methodsEnterprises under the exclusive control of the Group are fully consolidated.The Group has exclusive control over an enterprise where it is in aposition to govern the financial and operating policies of the enterpriseso as to obtain benefits from its activities. Exclusive control is presumedto exist when the BNP Paribas Group owns, directly or indirectly, morethan half of the voting rights of an enterprise. It also exists when theGroup has the power to govern the financial and operating policies ofthe enterprise under an agreement; to appoint or remove the majorityof the members of the Board of Directors or equivalent governing body;or to cast the majority of votes at meetings of the Board of Directors orequivalent governing body.Currently exercisable or convertible potential voting rights are taken intoaccount when determining the percentage of control held.Jointly-controlled companies are consolidated using the proportionalmethod. The Group exercises joint control when, under a contractualarrangement, strategic financial and operating decisions require theunanimous consent of the parties that share control.Enterprises over which the Group exercises significant influence(associates) are accounted for by the equity method. Significant influenceis the power to participate in the financial and operating policy decisionsof an enterprise without exercising control. Significant influence ispresumed to exist when the Group holds, directly or indirectly, 20% ormore of the voting power of an enterprise. Interests of less than 20% areexcluded from consolidation unless they represent a strategic investmentand the Group effectively exercises significant influence. This appliesto companies developed in partnership with other groups, where theBNP Paribas Group participates in strategic decisions of the enterprisethrough representation on the Board of Directors or equivalent governingbody, exercises influence over the enterprise’s operational managementby supplying management systems or senior managers and providestechnical assistance to support the enterprise’s development.Changes in the net assets of associates (companies accounted for underthe equity method) are recognised on the assets side of the balancesheet under “Investments in associates” and in the relevant componentof shareholders’ equity. Goodwill on associates is also included under“Investments in associates”.If the Group’s share of losses of an associate equals or exceeds thecarrying amount of its investment in the associate, the Group discontinuesincluding its share of further losses. The investment is reported at nilvalue. Additional losses of the associate are provided for only to theextent that the Group has a legal or constructive obligation to do so, orhas made payments on behalf of the associate.Minority interests are presented separately in the consolidated profitand loss account and balance sheet within consolidated equity. Thecalculation of minority interests takes into account the outstandingcumulative preferred shares classified as equity instruments issued bysubsidiaries, when such shares are held outside the Group.Transactions resulting in a loss of control completed prior to 1 January2010 gave rise to the recognition of a gain or loss equal to the differencebetween the sale price and the Group’s share in the underlying equity. Fortransactions completed after 1 January 2010, the revised IAS 27 requiredany equity interest retained by the Group to be remeasured at its fairvalue through profit or loss.Realised gains and losses on investments in consolidated undertakingsare recognised in the profit and loss account under “Net gain on noncurrentassets”.1.b.3Consolidation proceduresThe consolidated financial statements are prepared using uniformaccounting policies for reporting like transactions and other events insimilar circumstances.Elimination of intragroup balances andtransactionsIntragroup balances arising from transactions between consolidatedenterprises, and the transactions themselves (including income, expensesand dividends), are eliminated. Profits and losses arising from intragroupsales of assets are eliminated, except where there is an indication thatthe asset sold is impaired. Unrealised gains and losses included in thevalue of available-for-sale assets are maintained in the consolidatedfinancial statements.Translation of financial statements expressedin foreign currenciesThe consolidated financial statements of BNP Paribas are prepared ineuros.The financial statements of enterprises whose functional currency isnot the euro are translated using the closing rate method. Under thismethod, all assets and liabilities, both monetary and non-monetary, aretranslated using the spot exchange rate at the balance sheet date. Incomeand expense items are translated at the average rate for the period.42012 Registration document and annual financial report - BNP PARIBAS 111

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The same method is applied to the financial statements of enterpriseslocated in hyperinflationary economies, after adjusting for the effects ofinflation by applying a general price index.Differences arising from the translation of balance sheet items and profitand loss items are recorded in shareholders’ equity under “Exchangerates” for the portion attributable to shareholders, and in “Minorityinterests” for the portion attributable to outside investors. Under theoptional treatment permitted by IFRS 1, the Group has reset to zero alltranslation differences, by booking all cumulative translation differencesattributable to shareholders and to minority interests in the openingbalance sheet at 1 January 2004 to retained earnings.On liquidation or disposal of some or all of an interest held in a foreignenterprise located outside the euro zone, leading to a change in the natureof the investment (loss of control, significant influence or joint control),the cumulative translation adjustment recorded in equity at the date ofthe liquidation or sale is recognised in the profit and loss account.Should the percentage interest held change without any modification inthe nature of the investment, the translation adjustment is reallocatedbetween the portion attributable to shareholders and that attributableto minority interests, if the enterprise is fully consolidated. For associatesand joint ventures, the portion related to the interest sold is recognisedin the profit and loss account.1.b.4Business combinations andmeasurement of goodwillBusiness combinationsBusiness combinations are accounted for using the purchase method.Under this method, the acquiree’s identifiable assets and liabilitiesassumed are measured at fair value at the acquisition date except fornon-current assets classified as assets held for sale, which are accountedfor at fair value less costs to sell.The acquiree’s contingent liabilities are not recognised in the consolidatedbalance sheet unless they represent a present obligation on theacquisition date and their fair value can be measured reliably.The cost of a business combination is the fair value, at the date ofexchange, of assets given, liabilities incurred or assumed, and equityinstruments issued to obtain control of the acquiree. Costs directlyattributable to the business combination are treated as a separatetransaction and recognised through profit or loss.Any contingent consideration is included in the cost, as soon as controlis obtained, at its fair value on the date when control was acquired.Subsequent changes in the value of any contingent considerationrecognised as a financial liability are recognised through profit or loss.The Group may recognise any adjustments to the provisional accountingwithin 12 months of the acquisition date.Goodwill represents the difference between the cost of the combinationand the acquirer’s interest in the net fair value of the identifiable assetsand liabilities of the acquiree at the acquisition date. Positive goodwillis recognised in the acquirer’s balance sheet, while negative goodwill isrecognised immediately in profit or loss, on the acquisition date. Minorityinterests are measured at their share of the fair value of the acquiree’sidentifiable assets and liabilities. However, for each business combination,the Group can elect to measure minority interests at fair value, in whichcase a proportion of goodwill is allocated to them. To date, the Grouphas never used this latter option.Goodwill is recognised in the functional currency of the acquiree andtranslated at the closing exchange rate.On the acquisition date, any previously held equity interest in the acquireeis remeasured at its fair value through profit or loss. In the case of a stepacquisition, the goodwill is therefore determined by reference to theacquisition-date fair value.Since the revised IFRS 3 is applied prospectively, business combinationscompleted prior to 1 January 2010 were not restated for the effects ofchanges to IFRS 3.As permitted under IFRS 1, business combinations that took place before1 January 2004 and were recorded in accordance with the previouslyapplicable accounting standards (French GAAP), have not been restatedin accordance with the principles of IFRS 3.Measurement of goodwillThe BNP Paribas Group tests goodwill for impairment on a regular basis.Cash-generating unitsThe BNP Paribas Group has split all its activities into cash-generatingunits (1) representing major business lines. This split is consistent with theGroup’s organisational structure and management methods, and reflectsthe independence of each unit in terms of results and managementapproach. It is reviewed on a regular basis in order to take account ofevents likely to affect the composition of cash-generating units, such asacquisitions, disposals and major reorganisations.Testing cash-generating units for impairmentGoodwill allocated to cash-generating units is tested for impairmentannually and whenever there is an indication that a unit may be impaired,by comparing the carrying amount of the unit with its recoverable amount.If the recoverable amount is less than the carrying amount, an irreversibleimpairment loss is recognised, and the goodwill is written down by theexcess of the carrying amount of the unit over its recoverable amount.(1) As defined by IAS 36.1122012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Recoverable amount of a cash-generating unitThe recoverable amount of a cash-generating unit is the higher of thefair value of the unit and its value in use.Fair value is the price that would be obtained from selling the unit at themarket conditions prevailing at the date of measurement, as determinedmainly by reference to actual prices of recent transactions involvingsimilar entities or on the basis of stock market multiples for comparablecompanies.Value in use is based on an estimate of the future cash flows to begenerated by the cash-generating unit, derived from the annual forecastsprepared by the unit’s management and approved by Group ExecutiveManagement, and from analyses of changes in the relative positioningof the unit’s activities on their market. These cash flows are discountedat a rate that reflects the return that investors would require from aninvestment in the business sector and region involved.1.c FINANCIAL ASSETS AND FINANCIALLIABILITIES1.c.1Loans and receivablesLoans and receivables include credit provided by the Group, the Group’sshare in syndicated loans, and purchased loans that are not quoted in anactive market, unless they are held for trading purposes. Loans that arequoted in an active market are classified as “Available-for-sale financialassets” and measured using the methods applicable to this category.Loans and receivables are initially measured at fair value or equivalent,which is usually the net amount disbursed at inception including directlyattributable origination costs and certain types of fees or commission(syndication commission, commitment fees and handling charges) thatare regarded as an adjustment to the effective interest rate on the loan.Loans and receivables are subsequently measured at amortised cost. Theincome from the loan, representing interest plus transaction costs andfees/commission included in the initial value of the loan, is calculatedusing the effective interest method and taken to profit or loss over thelife of the loan.Commission earned on financing commitments prior to the inception ofa loan is deferred and included in the value of the loan when the loanis made.Commission earned on financing commitments when the probability ofdrawdown is low, or when there is uncertainty as to the timing andamount of drawdowns, is recognised on a straight-line basis over thelife of the commitment.1.c.2Regulated savings and loan contractsHome savings accounts (Comptes Épargne-Logement – “CEL”) and homesavings plans (Plans d’Épargne Logement – “PEL”) are governmentregulatedretail products sold in France. They combine a savings phaseand a loan phase which are inseparable, with the loan phase contingentupon the savings phase.These products contain two types of obligations for BNP Paribas: anobligation to pay interest on the savings for an indefinite period, at arate set by the government at the inception of the contract (in the caseof PEL products) or at a rate reset every six months using an indexationformula set by law (in the case of CEL products); and an obligation to lendto the customer (at the customer’s option) an amount contingent uponthe rights acquired during the savings phase, at a rate set at the inceptionof the contract (in the case of PEL products) or at a rate contingent uponthe savings phase (in the case of CEL products).The Group’s future obligations with respect to each generation (in thecase of PEL products, a generation comprises all products with the sameinterest rate at inception; in the case of CEL products, all such productsconstitute a single generation) are measured by discounting potentialfuture earnings from at-risk outstandings for that generation.At-risk outstandings are estimated on the basis of a historical analysisof customer behaviour, and are equivalent to:■ for the loan phase: statistically probable loans outstanding and actualloans outstanding;■ for the savings phase: the difference between statistically probableoutstandings and minimum expected outstandings, with minimumexpected outstandings being deemed equivalent to unconditional termdeposits.Earnings for future periods from the savings phase are estimated as thedifference between the reinvestment rate and the fixed savings interestrate on at-risk savings outstanding for the period in question. Earningsfor future periods from the loan phase are estimated as the differencebetween the refinancing rate and the fixed loan interest rate on at-riskloans outstanding for the period in question.The reinvestment rate for savings and the refinancing rate for loansare derived from the swap yield curve and from the spreads expectedon financial instruments of similar type and maturity. Spreads aredetermined on the basis of actual spreads on fixed rate home loans inthe case of the loan phase and products offered to individual clients inthe case of the savings phase. In order to reflect the uncertainty of futureinterest rate trends, and the impact of such trends on customer behaviourmodels and on at-risk outstandings, the obligations are estimated usingthe Monte-Carlo method.Where the sum of the Group’s estimated future obligations with respectto the savings and loan phases of any generation of contracts indicates apotentially unfavourable situation for the Group, a provision is recognised(with no offset between generations) in the balance sheet in “Provisionsfor contingencies and charges”. Movements in this provision arerecognised as interest income in the profit and loss account.42012 Registration document and annual financial report - BNP PARIBAS 113

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements41.c.3SecuritiesCategories of securitiesSecurities held by the Group are classified into one of four categories.Financial assets at fair value through profit or lossFinancial assets at fair value through profit or loss are composed of:■ financial assets held for trading purposes;■ financial assets that the Group has designated, on initial recognition,at fair value through profit or loss using the fair value option availableunder IAS 39. The conditions for applying the fair value option are setout in section 1.c.10.Securities in this category are measured at fair value at the balancesheet date. Transaction costs are directly posted in the profit and lossaccount. Changes in fair value (excluding accrued interest on fixed-incomesecurities) are presented in the profit and loss account under “Net gain/loss on financial instruments at fair value through profit or loss”, alongwith dividends from variable-income securities and realised gains andlosses on disposal.Income earned on fixed-income securities classified into this category isshown under “Interest income” in the profit and loss account.Fair value incorporates an assessment of the counterparty risk on thesesecurities.Loans and receivablesSecurities with fixed or determinable payments that are not traded onan active market, apart from securities for which the owner may notrecover almost all of its initial investment due to reasons other thancredit deterioration, are classified as “Loans and receivables” if they donot meet the criteria to be classified as “Financial assets at fair valuethrough profit or loss.” These securities are measured and recognised asdescribed in section 1.c.1.Held-to-maturity financial assetsHeld-to-maturity financial assets are investments with fixed ordeterminable payments and fixed maturity that the Group has theintention and ability to hold until maturity. Hedges contracted to coverassets in this category against interest rate risk do not qualify for hedgeaccounting as defined in IAS 39.Assets in this category are accounted for at amortised cost using theeffective interest method, which builds in amortisation of premium anddiscount (corresponding to the difference between the purchase price andredemption value of the asset) and acquisition costs (where material).Income earned from this category of assets is included in “Interestincome” in the profit and loss account.Available-for-sale financial assetsAvailable-for-sale financial assets are fixed-income and variable-incomesecurities other than those classified as “F air value through profit or loss”or “H eld-to-maturity” or “L oans and receivables”.Assets included in the available-for-sale category are initially recordedat fair value, plus transaction costs where material. At the balancesheet date, they are remeasured at fair value, with changes in fair value(excluding accrued interest) shown on a separate line in shareholders’equity. Upon disposal, these unrealised gains and losses are transferredfrom shareholders’ equity to the profit and loss account, where they areshown on the line “Net gain/loss on available-for-sale financial assets”.The same applies in the event of impairment.Income recognised using the effective interest method for fixed-incomeavailable-for-sale securities is recorded under “Interest income” in theprofit and loss account. Dividend income from variable-income securitiesis recognised under “Net gain/loss on available-for-sale financial assets”when the Group’s right to receive payment is established.Repurchase agreements and securities lending/borrowingSecurities temporarily sold under repurchase agreements continue tobe recorded in the Group’s balance sheet in the category of securitiesto which they belong. The corresponding liability is recognised in theappropriate debt category on the balance sheet except in the case ofrepurchase agreements contracted for trading purposes where thecorresponding liability is classified under “Financial liabilities at fairvalue through profit or loss”.Securities temporarily acquired under reverse repurchase agreementsare not recognised in the Group’s balance sheet. The correspondingreceivable is recognised under “Loans and receivables” except in thecase of reverse repurchase agreements contracted for trading purposes,where the corresponding receivable is recognised under “Financial assetsat fair value through profit or loss”.Securities lending transactions do not result in derecognition of thelent securities, and securities borrowing transactions do not result inrecognition of the borrowed securities on the balance sheet. In caseswhere the borrowed securities are subsequently sold by the Group, theobligation to deliver the borrowed securities on maturity is recognisedon the balance sheet under “Financial liabilities at fair value throughprofit or loss”.Date of recognition for securities transactionsSecurities classified as at fair value through profit or loss, held-tomaturityor available-for-sale financial assets are recognised at thetrade date.Regardless of their classification (at fair value through profit or loss, loansand receivables or debt), temporary sales of securities as well as salesof borrowed securities are initially recognised at the settlement date.Securities transactions are carried on the balance sheet until the Group’srights to receive the related cash flows expire, or until the Group hassubstantially transferred all the risks and rewards related to ownershipof the securities.1142012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements41.c.4Foreign currency transactionsThe methods used to account for assets and liabilities relating to foreigncurrency transactions entered into by the Group, and to measure theforeign exchange risk arising on such transactions, depend on whetherthe asset or liability in question is classified as a monetary or a nonmonetaryitem.Monetary assets and liabilities (1) expressed in foreigncurrenciesMonetary assets and liabilities expressed in foreign currencies aretranslated into the functional currency of the relevant Group entityat the closing rate. Translation differences are recognised in the profitand loss account, except for those arising from financial instrumentsdesignated as a cash flow hedge or a net foreign investment hedge, whichare recognised in shareholders’ equity.Non-monetary assets and liabilities expressed in foreigncurrenciesNon-monetary assets may be measured either at historical cost or atfair value. Non-monetary assets expressed in foreign currencies aretranslated using the exchange rate at the date of the transaction ifthey are measured at historical cost, and at the closing rate if they aremeasured at fair value.Translation differences on non-monetary assets expressed in foreigncurrencies and measured at fair value (variable-income securities) arerecognised in the profit and loss account if the asset is classified under“Financial assets at fair value through profit or loss”, and in shareholders’equity if the asset is classified under “Available-for-sale financial assets”,unless the financial asset in question is designated as an item hedgedagainst foreign exchange risk in a fair value hedging relationship, in whichcase the translation difference is recognised in the profit and loss account.1.c.5Impairment and restucturing offinancial assetsImpairment of loans and receivables and held-tomaturityfinancial assets, provisions for financingand guarantee commitmentsAn impairment loss is recognised against loans and held-to-maturityfinancial assets where (i) there is objective evidence of a decrease invalue as a result of an event occurring after inception of the loan oracquisition of the asset; (ii) the event affects the amount or timing offuture cash flows; and (iii) the consequences of the event can be reliablymeasured. Loans are initially assessed for evidence of impairment on anindividual basis, and subsequently on a portfolio basis. Similar principlesare applied to financing and guarantee commitments given by the Group,with the probability of drawdown taken into account in any assessmentof financing commitments.At an individual level, objective evidence that a financial asset is impairedincludes observable data regarding the following events:■ the existence of accounts that are more than three months pastdue (six months past due for real estate loans and loans to localauthorities);■ knowledge or indications that the borrower meets significant financialdifficulty, such that a risk can be considered to have arisen regardlessof whether the borrower has missed any payments;■ concessions with respect to the credit terms granted to the borrowerthat the lender would not have considered had the borrower notbeen meeting financial difficulty (see section “Restructuring of assetsclassified as «L oans and receivables»”).The amount of the impairment is the difference between the carryingamount before impairment and the present value, discounted at theoriginal effective interest rate of the asset, of those components (principal,interest, collateral, etc.) regarded as recoverable. Changes in the amountof impairment losses are recognised in the profit and loss account under“Cost of risk”. Any subsequent decrease in an impairment loss that can berelated objectively to an event occurring after the impairment loss wasrecognised is credited to the profit and loss account, also under “Cost ofrisk”. Once an asset has been impaired, the theoretical income earnedon the carrying amount of the asset calculated at the original effectiveinterest rate used to discount the estimated recoverable cash flows isrecognised under “Interest income” in the profit and loss account.Impairment losses on loans and receivables are usually recorded in aseparate provision account which reduces the amount for which the loanor receivable was recorded in assets upon initial recognition. Provisionsrelating to off-balance sheet financial instruments, financing andguarantee commitments or disputes are recognised in liabilities. Impairedreceivables are written off in whole or in part and the correspondingprovision is reversed for the amount of the loss when all other meansavailable to the Bank for recovering the receivables or guarantees havefailed, or when all or part of the receivables have been waived.Counterparties that are not individually impaired are risk-assessed ona portfolio basis with similar characteristics. This assessment drawsupon an internal rating system based on historical data, adjusted asnecessary to reflect circumstances prevailing at the balance sheet date.It enables the Group to identify groups of counterparties which, as a resultof events occurring since inception of the loans, have collectively acquireda probability of default at maturity that provides objective evidence ofimpairment of the entire portfolio, but without it being possible at thatstage to allocate the impairment to individual counterparties. Thisassessment also estimates the amount of the loss on the portfoliosin question, taking account of trends in the economic cycle during theassessment period. Changes in the amount of portfolio impairments arerecognised in the profit and loss account under “Cost of risk”.Based on the experienced judgement of the Bank’s divisions or RiskManagement, the Group may recognise additional collective impairmentprovisions with respect to a given economic sector or geographic areaaffected by exceptional economic events. This may be the case whenthe consequences of these events cannot be measured with sufficientaccuracy to adjust the parameters used to determine the collectiveprovision recognised against affected portfolios of loans with similarcharacteristics.4(1) Monetary assets and liabilities are assets and liabilities to be received or paid in fixed or determinable amounts of cash.2012 Registration document and annual financial report - BNP PARIBAS 115

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Impairment of available-for-sale financial assetsImpairment of available-for-sale financial assets (which mainly comprisesecurities) is recognised on an individual basis if there is objectiveevidence of impairment as a result of one or more events occurringsince acquisition.In the case of variable-income securities quoted in an active market, thecontrol system identifies securities that may be impaired on a long termbasis and is based on criteria such as a significant decline in quotedprice below the acquisition cost or a prolonged decline, which promptsthe Group to carry out an additional individual qualitative analysis. Thismay lead to the recognition of an impairment loss calculated on thebasis of the quoted price.Apart from the identification criteria, the Group has determined threeindications of impairment, one being a significant decline in price, definedas a fall of more than 50% of the acquisition price, another being aprolonged decline over two consecutive years and the final one beinga decline on average of at least 30% over an observation period of oneyear. The Group believes that a period of two years is what is necessaryfor a moderate decline in price below the purchase cost to be consideredas something more than just the effect of random volatility inherent inthe stock markets or a cyclical change lasting a few years, but whichrepresents a lasting phenomenon justifying an impairment.A similar method is applied for variable-income securities not quotedin an active market. Any impairment is then determined based on themodel value.In the case of fixed-income securities, impairment is assessed based onthe same criteria applied to individually impaired loans and receivables.For securities quoted in an active market, impairment is determinedbased on the quoted price. For all the others, it is determined based onmodel value.Impairment losses taken against variable-income securities arerecognised as a component of Revenues on the line “Net gain/loss onavailable-for-sale financial assets”, and may not be reversed through theprofit and loss account until these securities are sold. Any subsequentdecline in fair value constitutes an additional impairment loss, recognisedin the profit and loss account.Impairment losses taken against fixed-income securities are recognisedunder “Cost of risk”, and may be reversed through the profit and lossaccount in the event of an increase in fair value that relates objectivelyto an event occurring after the last impairment was recognised.Restructuring of assets classified as “loans andreceivables”The restructuring of an asset classified in loans and receivables isconsidered to be a troubled debt restructuring when the Bank, foreconomic or legal reasons related to the borrower’s financial difficulties,agrees to a modification of terms of the original transaction that it wouldnot otherwise consider, resulting in the borrower’s contractual obligationto the Bank, measured at present value, being reduced compared withthe original terms.At the time of restructuring, a discount is applied to the loan to reduceits carrying amount to the present value of the new expected future cashflows discounted at the original effective interest rate.The decrease in the asset value is recognised in profit and loss under“Cost of risk”.When the restructuring consists of a partial or full settlement with othersubstantially different assets, the original debt (see note 1.c.14) and theassets received in settlement are recognised at their fair value on thesettlement date. The difference in value is recognised in profit or lossunder “Cost of risk”.1.c.6Reclassification of financial assetsThe only authorised reclassifications of financial assets are the following:■ for a non-derivative financial asset which is no longer held for thepurposes of selling it in the near-term, out of “Financial assets at fairvalue through profit or loss” and into:■■“Loans and receivables” if the asset meets the definition for thiscategory and the Group has the intention and ability to hold theasset for the foreseeable future or until maturity, orother categories only under rare circumstances when justified andprovided that the reclassified assets meet the conditions applicableto the host portfolio;■ out of “Available-for-sale financial assets” and into:■“Loans and receivables” with the same conditions as set out abovefor “Financial assets at fair value through profit or loss,■ “Held-to-maturity financial assets,” for assets that have a maturity,or “Financial assets at cost,” for unlisted variable-income assets.Financial assets are reclassified at fair value, or at the value calculatedby a model, on the reclassification date. Any derivatives embedded inthe reclassified financial assets are recognised separately and changesin fair value are recognised through profit or loss.After reclassification, assets are recognised according to the provisionsapplied to the host portfolio. The transfer price on the reclassificationdate is deemed to be the initial cost of the asset for the purpose ofdetermining any impairment.In the event of reclassification from “available-for-sale financial assets”to another category, gains or losses previously recognised through equityare amortised to profit or loss over the residual life of the instrumentusing the effective interest method.Any upward revisions to the estimated recoverable amounts arerecognised through an adjustment to the effective interest rate as of thedate on which the estimate is revised. Downward revisions are recognisedthrough an adjustment to the financial asset’s carrying amount.1.c.7Issues of debt securitiesFinancial instruments issued by the Group are qualified as debtinstruments if the Group company issuing the instruments has acontractual obligation to deliver cash or another financial asset to theholder of the instrument. The same applies if the Group is required toexchange financial assets or financial liabilities with another entity underconditions that are potentially unfavourable to the Group, or to deliver avariable number of the Group’s own equity instruments.1162012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Issues of debt securities are initially recognised at the issue valueincluding transaction costs, and are subsequently measured at amortisedcost using the effective interest method.Bonds redeemable for or convertible into equity instruments of the Groupare accounted for as hybrid instruments with a debt component and anequity component, determined on initial recognition.1.c.8Own equity instruments and own equityinstrument derivativesThe term “own equity instruments” refers to shares issued by the parentcompany (BNP Paribas SA) or by its fully consolidated subsidiaries.Own equity instruments held by the Group, also known as treasuryshares, are deducted from consolidated shareholders’ equity irrespectiveof the purpose for which they are held. Gains and losses arising on suchinstruments are eliminated from the consolidated profit and loss account.When the Group acquires equity instruments issued by subsidiariesunder the exclusive control of BNP Paribas, the difference between theacquisition price and the share of net assets acquired is recorded inretained earnings attributable to BNP Paribas shareholders. Similarly, theliability corresponding to put options granted to minority shareholdersin such subsidiaries, and changes in the value of that liability, are offsetinitially against minority interests, with any surplus offset against retainedearnings attributable to BNP Paribas shareholders. Until these optionshave been exercised, the portion of net income attributable to minorityinterests is allocated to minority interests in the profit and loss account.A decrease in the Group’s interest in a fully consolidated subsidiary isrecognised in the Group’s accounts as a change in shareholders’ equity.Own equity instrument derivatives are treated as follows, depending onthe method of settlement:■ as equity instruments if they are settled by physical delivery of a fixednumber of own equity instruments for a fixed amount of cash or otherfinancial asset. Such instruments are not revalued;■ as derivatives if they are settled in cash, or by choice, depending onwhether they are settled by physical delivery of the shares or in cash.Changes in value of such instruments are taken to the profit and lossaccount.If the contract includes an obligation, whether contingent or not, for thebank to repurchase its own shares, the bank must recognise the presentvalue of the debt with an offsetting entry in equity.1.c.9Derivative instruments and hedgeaccountingAll derivative instruments are recognised in the balance sheet on thetrade date at the transaction price, and are remeasured to fair value onthe balance sheet date.Derivatives held for trading purposesDerivatives held for trading purposes are recognised in the balance sheetin “Financial assets at fair value through profit or loss” when their fairvalue is positive, and in “Financial liabilities at fair value through profitor loss” when their fair value is negative.Realised and unrealised gains and losses are recognised in the profit andloss account on the line “Net gain/loss on financial instruments at fairvalue through profit or loss”.Derivatives and hedge accountingDerivatives contracted as part of a hedging relationship are designatedaccording to the purpose of the hedge.Fair value hedges are particularly used to hedge interest rate risk onfixed rate assets and liabilities, both for identified financial instruments(securities, debt issues, loans, borrowings) and for portfolios of financialinstruments (in particular, demand deposits and fixed rate loans).Cash flow hedges are particularly used to hedge interest rate risk onfloating-rate assets and liabilities, including rollovers, and foreignexchange risks on highly probable forecast foreign currency revenues.At the inception of the hedge, the Group prepares formal documentationwhich details the hedging relationship, identifying the instrument, orportion of the instrument, or portion of risk that is being hedged, thehedging strategy and the type of risk hedged, the hedging instrument, andthe methods used to assess the effectiveness of the hedging relationship.On inception and at least quarterly, the Group assesses, in consistencywith the original documentation, the actual (retrospective) and expected(prospective) effectiveness of the hedging relationship. Retrospectiveeffectiveness tests are designed to assess whether the ratio of actualchanges in the fair value or cash flows of the hedging instrument tothose in the hedged item is within a range of 80% to 125%. Prospectiveeffectiveness tests are designed to ensure that expected changes in thefair value or cash flows of the derivative over the residual life of the hedgeadequately offset those of the hedged item. For highly probable forecasttransactions, effectiveness is assessed largely on the basis of historicaldata for similar transactions.Under IAS 39 as adopted by the European Union, which excludes certainprovisions on portfolio hedging, interest rate risk hedging relationshipsbased on portfolios of assets or liabilities qualify for fair value hedgeaccounting as follows:■ the risk designated as being hedged is the interest rate risk associatedwith the interbank rate component of interest rates on commercialbanking transactions (loans to customers, savings accounts anddemand deposits);■ the instruments designated as being hedged correspond, for eachmaturity band, to a portion of the interest rate gap associated withthe hedged underlyings;■ the hedging instruments used consist exclusively of “plain vanilla”swaps;■ prospective hedge effectiveness is established by the fact that allderivatives must, on inception, have the effect of reducing interestrate risk in the portfolio of hedged underlyings. Retrospectively, a hedgewill be disqualified from hedge accounting once a shortfall arises in theunderlyings specifically associated with that hedge for each maturityband (due to prepayment of loans or withdrawals of deposits).42012 Registration document and annual financial report - BNP PARIBAS 117

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The accounting treatment of derivatives and hedged items depends onthe hedging strategy.In a fair value hedging relationship, the derivative instrument isremeasured at fair value in the balance sheet, with changes in fair valuerecognised in profit or loss in “Net gain/loss on financial instruments atfair value through profit or loss”, symmetrically with the remeasurementof the hedged item to reflect the hedged risk. In the balance sheet, thefair value remeasurement of the hedged component is recognised inaccordance with the classification of the hedged item in the case ofa hedge of identified assets and liabilities, or under “Remeasurementadjustment on interest rate risk hedged portfolios” in the case of aportfolio hedging relationship.If a hedging relationship ceases or no longer fulfils the effectivenesscriteria, the hedging instrument is transferred to the trading book andaccounted for using the treatment applied to this category. In the caseof identified fixed-income instruments, the remeasurement adjustmentrecognised in the balance sheet is amortised at the effective interestrate over the remaining life of the instrument. In the case of interestrate risk hedged fixed-income portfolios, the adjustment is amortisedon a straight-line basis over the remainder of the original term of thehedge. If the hedged item no longer appears in the balance sheet, inparticular due to prepayments, the adjustment is taken to the profit andloss account immediately.In a cash flow hedging relationship, the derivative is measured at fair valuein the balance sheet, with changes in fair value taken to shareholders’equity on a separate line, “Unrealised or deferred gains or losses”. Theamounts taken to shareholders’ equity over the life of the hedge aretransferred to the profit and loss account under “Net interest income” asand when the cash flows from the hedged item impact profit or loss. Thehedged items continue to be accounted for using the treatment specificto the category to which they belong.If the hedging relationship ceases or no longer fulfils the effectivenesscriteria, the cumulative amounts recognised in shareholders’ equity asa result of the remeasurement of the hedging instrument remain inequity until the hedged transaction itself impacts profit or loss, or untilit becomes clear that the transaction will not occur, at which point theyare transferred to the profit and loss account.If the hedged item ceases to exist, the cumulative amounts recognised inshareholders’ equity are immediately taken to the profit and loss account.Whatever the hedging strategy used, any ineffective portion of the hedgeis recognised in the profit and loss account under “Net gain/loss onfinancial instruments at fair value through profit or loss”.Hedges of net foreign currency investments in subsidiaries and branchesare accounted for in the same way as cash flow hedges. Hedginginstruments may be currency derivatives or any other non-derivativefinancial instrument.Embedded derivativesDerivatives embedded in hybrid financial instruments are separated fromthe value of the host contract and accounted for separately as a derivativeif the hybrid instrument is not recorded as a financial asset or liabilityat fair value through profit or loss, and if the economic characteristicsand risks of the embedded derivative are not closely related to those ofthe host contract.1.c.10 Determination of fair valueFinancial assets and liabilities classified as fair value through profit orloss, and financial assets classified as available-for-sale, are measuredand accounted for at fair value upon initial recognition and at subsequentdates. Fair value is defined as the amount for which an asset could beexchanged, or a liability settled, between knowledgeable, willing partiesin an arm’s length transaction. On initial recognition, the value of afinancial instrument is generally the transaction price (i.e. the value ofthe consideration paid or received).Fair value is determined:■ based on quoted prices in an active market; or■ using valuation techniques involving:■mathematical calculation methods based on accepted financialtheories, and■ parameters derived in some cases from the prices of instrumentstraded in active markets, and in others from statistical estimatesor other quantitative methods resulting from the absence of anactive market.Whether or not a market is active is determined by a variety of factors.Characteristics of an inactive market include a significant decline in thevolume and level of trading activity in identical or similar instruments,reduced availability of prices from information providers, a significantvariation in available prices between market participants or a lack ofrecent observed transaction prices.Use of quoted prices in an active marketIf quoted prices in an active market are available, they are used todetermine fair value. These represent directly quoted prices for identicalinstruments.Use of models to value unquoted financialinstrumentsThe majority of over-the-counter derivatives are traded in active markets.Valuations are determined using generally accepted models (discountedcash flows, Black-Scholes model, interpolation techniques) based onquoted market prices for similar instruments or underlyings.Some financial instruments, although not traded in an active market, arevalued using methods based on observable market data.These models use market parameters calibrated on the basis ofobservable data such as yield curves, implicit volatility layers of options,default rates, and loss assumptions.The valuation derived from models is adjusted for liquidity and creditrisk. Starting from valuations derived from median market prices,price adjustments are used to value the net position in each financialinstrument at bid price in the case of short positions, or at asking price inthe case of long positions. Bid price is the price at which a counterpartywould buy the instrument, and asking price is the price at which a sellerwould sell the same instrument.Similarly, a counterparty risk adjustment is included in the valuationderived from the model in order to reflect the credit quality of thederivative instrument.1182012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The margin generated when these financial instruments are traded istaken to the profit and loss account immediately.Other illiquid complex financial instruments are valued using internallydevelopedtechniques, that are based on data which are entirely or partlynot observable in active markets.In the absence of observable inputs, these instruments are measured oninitial recognition in a way that reflects the transaction price, regardedas the best indication of fair value. Valuations derived from these modelsare adjusted for liquidity risk and credit risk.The margin generated when these complex financial instrumentsare traded (day one profit) is deferred and taken to the profit andloss account over the period during which the valuation parametersare expected to remain non-observable. When parameters that wereoriginally non-observable become observable, or when the valuation canbe substantiated in comparison with recent similar transactions in anactive market, the unrecognised portion of the day one profit is releasedto the profit and loss account.Lastly, the fair value of unlisted equity securities is measured incomparison with recent transactions in the equity of the companyin question carried out with an independent third party on an arm’slength basis. If no such points of reference are available, the valuation isdetermined either on the basis of generally accepted practices (EBIT orEBITDA multiples) or of the Group’s share of net assets calculated usingthe most recent information available.1.c.11 Financial assets and liabilitiesdesignated at fair value through profitor loss (fair value option)Financial assets or financial liabilities may be designated on initialrecognition as at fair value through profit or loss, in the following cases:■ hybrid financial instruments containing one or more embeddedderivatives which otherwise would have been separated and accountedfor separately;■ where using the option enables the entity to eliminate or significantlyreduce a mismatch in the measurement and accounting treatment ofassets and liabilities that would arise if they were to be classified inseparate categories;■ when a group of financial assets and/or financial liabilities is managedand measured on the basis of fair value, in accordance with adocumented risk management and investment strategy.1.c.12 Income and expenses arising fromfinancial assets and financial liabilitiesIncome and expenses arising from financial instruments measured atamortised cost and from fixed-income securities classified in “Availablefor-salefinancial assets” are recognised in the profit and loss accountusing the effective interest method.The effective interest rate is the rate that exactly discounts estimatedfuture cash flows through the expected life of the financial instrumentor, when appropriate, a shorter period, to the net carrying amount ofthe asset or liability in the balance sheet. The effective interest ratecalculation takes into account all fees received or paid that are an integralpart of the effective interest rate of the contract, transaction costs, andpremiums and discounts.The method used by the Group to recognise service-related commissionincome and expenses depends on the nature of the service. Commissiontreated as an additional component of interest is included in the effectiveinterest rate, and is recognised in the profit and loss account in “Netinterest income”. Commission payable or receivable on execution of asignificant transaction is recognised in the profit and loss account infull on execution of the transaction, under “Commission income andexpense”. Commission payable or receivable for recurring services isrecognised over the term of the service, also under “Commission incomeand expense”.Commission received in respect of financial guarantee commitments isregarded as representing the fair value of the commitment. The resultingliability is subsequently amortised over the term of the commitment,under commission income in Revenues.External costs that are directly attributable to an issue of new shares arededucted from equity net of all related taxes.1.c.13 Cost of riskCost of risk includes movements in provisions for impairment of fixedincomesecurities and loans and receivables due from customers andcredit institutions, movements in financing and guarantee commitmentsgiven, losses on irrecoverable loans and amounts recovered on loanswritten off. This caption also includes impairment losses recorded withrespect to default risk incurred on counterparties for over-the-counterfinancial instruments, as well as expenses relating to fraud and todisputes inherent to the financing business.1.c.14 Derecognition of financial assets andfinancial liabilitiesThe Group derecognises all or part of a financial asset either when thecontractual rights to the cash flows from the asset expire or when theGroup transfers the contractual rights to the cash flows from the assetand substantially all the risks and rewards of ownership of the asset.Unless these conditions are fulfilled, the Group retains the asset in itsbalance sheet and recognises a liability for the obligation created as aresult of the transfer of the asset.The Group derecognises all or part of a financial liability when the liabilityis extinguished in full or in part.1.c.15 Offsetting financial assets and financialliabilitiesA financial asset and a financial liability are offset and the net amountpresented in the balance sheet if, and only if, the Group has a legallyenforceable right to set off the recognised amounts, and intends eitherto settle on a net basis, or to realise the asset and settle the liabilitysimultaneously.Repurchase agreements and derivatives traded with clearing houses thatmeet the two criteria set out in the accounting standard are offset in thebalance sheet.42012 Registration document and annual financial report - BNP PARIBAS 119

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements41.d ACCOUNTING STANDARDS SPECIFIC TOINSURANCE BUSINESSThe specific accounting policies relating to assets and liabilities generatedby insurance contracts and financial contracts with a discretionaryparticipation feature written by fully consolidated insurance companiesare retained for the purposes of the consolidated financial statements.These policies comply with IFRS 4.All other insurance company assets and liabilities are accounted for usingthe policies applied to the Group’s assets and liabilities generally, andare included in the relevant balance sheet and profit and loss accountheadings in the consolidated financial statements.1.d.1AssetsFinancial assets and non-current assets are accounted for using thepolicies described elsewhere in this note. The only exceptions are sharesin civil property companies (SCIs) held in unit-linked insurance contractportfolios, which are measured at fair value on the balance sheet datewith changes in fair value taken to profit or loss.Financial assets representing technical provisions related to unit-linkedbusiness are shown in “Financial assets at fair value through profit orloss”, and are stated at the realisable value of the underlying assets atthe balance sheet date.1.d.2LiabilitiesThe Group’s obligations to policyholders and beneficiaries are shownin “Technical reserves of insurance companies” and are comprisedof liabilities relating to insurance contracts carrying a significantinsurance risk (e.g., mortality or disability) and to financial contractswith a discretionary participation feature, which are covered by IFRS 4.A discretionary participation feature is one which gives life policyholdersthe right to receive a share of actual profits as a supplement to guaranteedbenefits.Liabilities relating to other financial contracts, which are covered byIAS 39, are shown in “Due to customers”.Unit-linked contract liabilities are measured in reference to the fair valueof the underlying assets at the balance sheet date.The technical reserves of life insurance subsidiaries consist primarilyof mathematical reserves, which generally correspond to the surrendervalue of the contract.The benefits offered relate mainly to the risk of death (term life insurance,annuities, loan repayment, guaranteed minimum on unit-linked contracts)and, for borrowers’ insurance, to disability, incapacity and unemploymentrisks. These types of risks are controlled by the use of appropriatemortality tables (certified tables in the case of annuity-holders), medicalscreening appropriate to the level of benefit offered, statistical monitoringof insured populations, and reinsurance programmes.Non-life technical reserves include unearned premium reserves(corresponding to the portion of written premiums relating to futureperiods) and outstanding claims reserves, inclusive of claims handlingcosts.The adequacy of technical reserves is tested at the balance sheet date bycomparing them with the average value of future cash flows as derivedfrom stochastic analyses. Any adjustments to technical reserves are takento the profit and loss account for the period. A capitalisation reserveis set up in individual statutory accounts on the sale of amortisablesecurities in order to defer part of the net realised gain and hencemaintain the yield to maturity on the portfolio of admissible assets. In theconsolidated financial statements, the bulk of this reserve is reclassifiedto “Policyholders’ surplus” on the liabilities side of the consolidatedbalance sheet; a deferred tax liability is recognised on the portion takento shareholders’ equity.This item also includes the policyholders’ surplus reserve resultingfrom the application of shadow accounting. This represents the interestof policyholders, mainly within French life insurance subsidiaries, inunrealised gains and losses on assets where the benefit paid underthe policy is linked to the return on those assets. This interest is anaverage derived from stochastic analyses of unrealised gains and lossesattributable to policyholders in various scenarios.In the event of an unrealised loss on shadow accounted assets, apolicyholders’ loss reserve is recognised on the assets side of theconsolidated balance sheet in an amount equal to the probable deductionfrom the policyholders’ future profit share. The recoverability of thepolicyholders’ loss reserve is assessed prospectively, taking into accountpolicyholders’ surplus reserves recognised elsewhere, capital gainson financial assets that are not shadow accounted due to accountingelections made (held-to-maturity financial assets and propertyinvestments measured at cost) and the company’s ability and intentionto hold the assets carrying the unrealised loss. The policyholders’ lossreserve is recognised symmetrically with the corresponding assetsand shown on the assets side of the balance sheet under the line item“Accrued income and other assets”.1.d.3Profit and loss accountIncome and expenses arising on insurance contracts written by the Groupare recognised in the profit and loss account under “Income from otheractivities” and “Expenses on other activities”.Other insurance company income and expenses are included in therelevant profit and loss account item. Consequently, movements in thepolicyholders’ surplus reserve are shown on the same line as gains andlosses on the assets that generated the movements.1.e PROPERTY, PLANT, EQUIPMENT ANDINTANGIBLE ASSETSProperty, plant and equipment and intangible assets shown in theconsolidated balance sheet are composed of assets used in operationsand investment property.Assets used in operations are those used in the provision of services orfor administrative purposes, and include non-property assets leased bythe Group as lessor under operating leases.1202012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Investment property comprises property assets held to generate rentalincome and capital gains.Property, plant and equipment and intangible assets are initiallyrecognised at purchase price plus directly attributable costs, togetherwith borrowing costs where a long period of construction or adaptationis required before the asset can be brought into service.Software developed internally by the BNP Paribas Group that fulfilsthe criteria for capitalisation is capitalised at direct development cost,which includes external costs and the labour costs of employees directlyattributable to the project.Subsequent to initial recognition, property, plant and equipment andintangible assets are measured at cost less accumulated depreciation oramortisation and any impairment losses. The only exceptions are sharesin civil property companies (SCIs) held in unit-linked insurance contractportfolios, which are measured at fair value on the balance sheet date,with changes in fair value taken to profit or loss.The depreciable amount of property, plant and equipment and intangibleassets is calculated after deducting the residual value of the asset. Onlyassets leased by the Group as the lessor under operating leases arepresumed to have a residual value, as the useful life of property, plantand equipment and intangible assets used in operations is generally thesame as their economic life.Property, plant and equipment and intangible assets are depreciatedor amortised using the straight-line method over the useful life of theasset. Depreciation and amortisation expense is recognised in the profitand loss account under “Depreciation, amortisation and impairment ofproperty, plant and equipment and intangible assets”.Where an asset consists of a number of components which mayrequire replacement at regular intervals, or which have different usesor generate economic benefits at different rates, each component isrecognised separately and depreciated using a method appropriate to thatcomponent. The BNP Paribas Group has adopted the component-basedapproach for property used in operations and for investment property.The depreciation periods used for office property are as follows: 80 yearsor 60 years for the shell (for prime and other property respectively); 30years for facades; 20 years for general and technical installations; and10 years for fixtures and fittings.Software is amortised, depending on its type, over periods of no morethan 8 years in the case of infrastructure developments and 3 years or5 years in the case of software developed primarily for the purpose ofproviding services to customers.Software maintenance costs are expensed as incurred. However,expenditure that is regarded as upgrading the software or extending itsuseful life is included in the initial acquisition or production cost.Depreciable property, plant and equipment and intangible assets aretested for impairment if there is an indication of potential impairment atthe balance sheet date. Non-depreciable assets are tested for impairmentat least annually, using the same method as for goodwill allocated tocash-generating units.If there is an indication of impairment, the new recoverable amountof the asset is compared with the carrying amount. If the asset isfound to be impaired, an impairment loss is recognised in the profitand loss account. This loss is reversed in the event of a change in theestimated recoverable amount or if there is no longer an indication ofimpairment. Impairment losses are taken to the profit and loss accountin “Depreciation, amortisation and impairment of property, plant andequipment and intangible assets”.Gains and losses on disposals of property, plant and equipment andintangible assets used in operations are recognised in the profit and lossaccount in “Net gain on non-current assets”.Gains and losses on disposals of investment property are recognised inthe profit and loss account in “Income from other activities” or “Expenseson other activities”.1.f LEASESGroup companies may either be the lessee or the lessor in a leaseagreement.1.f.1Lessor accountingLeases contracted by the Group as lessor are categorised as either financeleases or operating leases.Finance leasesIn a finance lease, the lessor transfers substantially all the risks andrewards of ownership of an asset to the lessee. It is treated as a loanmade to the lessee to finance the purchase of the asset.The present value of the lease payments, plus any residual value, isrecognised as a receivable. The net income earned from the lease by thelessor is equal to the amount of interest on the loan, and is taken to theprofit and loss account under “Interest income”. The lease payments arespread over the lease term, and are allocated to reduction of the principaland to interest such that the net income reflects a constant rate of returnon the net investment outstanding in the lease. The rate of interest usedis the rate implicit in the lease.Individual and portfolio impairments of lease receivables are determinedusing the same principles as applied to other loans and receivables.Operating leasesAn operating lease is a lease under which substantially all the risksand rewards of ownership of an asset are not transferred to the lessee.The asset is recognised under property, plant and equipment in thelessor’s balance sheet and depreciated on a straight-line basis over thelease term. The depreciable amount excludes the residual value of theasset. The lease payments are taken to the profit and loss account infull on a straight-line basis over the lease term. Lease payments anddepreciation expenses are taken to the profit and loss account under“Income from other activities” and “Expenses on other activities”.42012 Registration document and annual financial report - BNP PARIBAS 121

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements41.f.2Lessee accountingLeases contracted by the Group as lessee are categorised as either financeleases or operating leases.Finance leasesA finance lease is treated as an acquisition of an asset by the lessee,financed by a loan. The leased asset is recognised in the balance sheetof the lessee at the lower of its fair value or the present value of theminimum lease payments calculated at the interest rate implicit in thelease. A matching liability, equal to the fair value of the leased asset orthe present value of the minimum lease payments, is also recognised inthe balance sheet of the lessee. The asset is depreciated using the samemethod as that applied to owned assets, after deducting the residualvalue from the amount initially recognised, over the useful life of theasset. The lease obligation is accounted for at amortised cost.Operating leasesThe asset is not recognised in the balance sheet of the lessee. Leasepayments made under operating leases are taken to the profit and lossaccount of the lessee on a straight-line basis over the lease term.1.g NON-CURRENT ASSETS HELD FOR SALEAND DISCONTINUED OPERATIONSWhere the Group decides to sell non-current assets and it is highlyprobable that the sale will occur within 12 months, these assets areshown separately in the balance sheet, on the line “Non-current assetsheld for sale”. Any liabilities associated with these assets are also shownseparately in the balance sheet, on the line “Liabilities associated withnon-current assets held for sale”.Once classified in this category, non-current assets and groups of assetsand liabilities are measured at the lower of carrying amount or fair valueless costs to sell.Such assets are no longer depreciated. If an asset or group of assets andliabilities becomes impaired, an impairment loss is recognised in theprofit and loss account. Impairment losses may be reversed.Where a group of assets and liabilities held for sale represents acash generating unit, it is categorised as a “discontinued operation”.Discontinued operations include operations that are held for sale,operations that have been shut down, and subsidiaries acquiredexclusively with a view to resell.All gains and losses related to discontinued operations are shownseparately in the profit and loss account, on the line “Post-tax gain/losson discontinued operations and assets held for sale”. This line includesthe post-tax profits or losses of discontinued operations, the post-tax gainor loss arising from remeasurement at fair value less costs to sell, andthe post-tax gain or loss on disposal of the operation.1.h EMPLOYEE BENEFITSEmployee benefits are classified in one of four categories:■ short-term benefits, such as salary, annual leave, incentive plans,profit-sharing and additional payments;■ long-term benefits, including compensated absences, long-serviceawards, and other types of cash-based deferred compensation;■ termination benefits;■ post-employment benefits, including top-up banking industry pensionsand retirement bonuses in France and pension plans in other countries,some of which are operated through pension funds.Short-term benefitsThe Group recognises an expense when it has used services rendered byemployees in exchange for employee benefits.Long-term benefitsThese are benefits, other than post-employment benefits and terminationbenefits, which are not settled fully within 12 months after the employeesrender the related service. This relates, in particular, to compensationdeferred for more than 12 months and not linked to the BNP Paribasshare price, which is accrued in the financial statements for the periodin which it is earned.The actuarial techniques used are similar to those used for definedbenefitpost-employment benefits, except that actuarial gains and lossesare recognised immediately as is the effect of any plan amendments.Termination benefitsTermination benefits are employee benefits payable as a result of adecision by the Group to terminate a contract of employment before thelegal retirement age or a decision by an employee to accept voluntaryredundancy in exchange for these benefits. Termination benefits due morethan 12 months after the balance sheet date are discounted.Post-employment benefitsIn accordance with IFRS, The BNP Paribas Group draws a distinctionbetween defined-contribution plans and defined-benefit plans.Defined-contribution plans do not give rise to an obligation for theGroup and do not require a provision. The amount of the employer’scontributions payable during the period is recognised as an expense.Only defined-benefit schemes give rise to an obligation for the Group.This obligation must be measured and recognised as a liability by meansof a provision.The classification of plans into these two categories is based on theeconomic substance of the plan, which is reviewed to determine whetherthe Group has a legal or constructive obligation to pay the agreed benefitsto employees.1222012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Post-employment benefit obligations under defined-benefit plans aremeasured using actuarial techniques that take demographic and financialassumptions into account.The amount of the obligation recognised as a liability is measured onthe basis of the actuarial assumptions applied by the Group, using theprojected unit credit method. This method takes into account variousparameters, such as demographic assumptions, the probability thatemployees will leave before retirement age, salary inflation, a discountrate, and the general inflation rate. The value of any plan assets isdeducted from the amount of the obligation.When the value of the plan assets exceeds the amount of the obligation,an asset is recognised if it represents a future economic benefit for theGroup in the form of a reduction in future contributions or a future partialrefund of amounts paid into the plan.The amount of the obligation under a plan and the value of the planassets may show significant fluctuations from one period to the next,due to changes in actuarial assumptions, thereby causing actuarial gainsand losses. The Group applies the “corridor” method in accounting foractuarial gains and losses. Under this method, the Group is allowed torecognise, as of the following period and over the average remainingservice lives of employees, only that portion of actuarial gains and lossesthat exceeds the greater of (i) 10% of the present value of the grossdefined-benefit obligation or (ii) 10% of the fair value of plan assets atthe end of the previous period.At the date of first-time adoption, BNP Paribas elected for the exemptionallowed under IFRS 1, under which all unamortised actuarial gains andlosses at 1 January 2004 are recognised as a deduction from equity atthat date.The effects of plan amendments on past service costs are recognised inprofit or loss over the full vesting period of the amended benefits.The annual expense recognised in the profit and loss account under“Salaries and employee benefits”, with respect to defined-benefit plans,is comprised of the current service cost (the rights vested by eachemployee during the period in return for service rendered), interest cost(the effect of discounting the obligation), the expected return on planassets, amortisation of actuarial gains and losses and past service costarising from plan amendments, and the effect of any plan curtailmentsor settlements.1.i SHARE-BASED PAYMENTShare-based payment transactions are payments based on shares issuedby the Group, whether the transaction is settled in the form of equity orcash of which the amount is based on trends in the value of BNP Paribasshares.IFRS 2 requires share-based payments granted after 7 November 2002to be recognised as an expense. The amount recognised is the value ofthe share-based payment granted to the employee.The Group grants employees stock subscription option plans and deferredshare-based or share price-linked cash-settled compensation plans, andalso offers them the possibility to purchase specially-issued BNP Paribasshares at a discount, on condition that they retain the shares for aspecified period.Stock option and share award plansThe expense related to stock option and share award plans is recognisedover the vesting period, if the benefit is conditional upon the grantee’scontinued employment.Stock options and share award expenses are recorded under salaryand employee benefits expenses , with a corresponding adjustment toshareholders’ equity. They are calculated on the basis of the overallplan value, determined at the date of grant by the Board of Directors.In the absence of any market for these instruments, financial valuationmodels are used that take into account any performance conditionsrelated to the BNP Paribas share price. The total expense of a plan isdetermined by multiplying the unit value per option or share awardedby the estimated number of options or shares awarded vested at the endof the vesting period, taking into account the conditions regarding thegrantee’s continued employment.The only assumptions revised during the vesting period, and henceresulting in a remeasurement of the expense, are those relating to theprobability that employees will leave the Group and those relatingto performance conditions that are not linked to the price value ofBNP Paribas shares.Share price-linked cash-settled deferredcompensation plansThe expense related to these plans is recognised in the year during whichthe employee rendered the corresponding services.If the payment of share-based variable compensation is explicitly subjectto the employee’s continued presence at the vesting date, the servicesare presumed to have been rendered during the vesting period and thecorresponding compensation expense is recognised on a pro rata basisover that period. The expense is recognised under salary and employeebenefits expenses with a corresponding liability in the balance sheet. It isrevised to take into account any non-fulfilment of the continued presenceor performance conditions and the change in BNP Paribas share price.If there is no continued presence condition, the expense is not deferred,but recognised immediately with a corresponding liability in the balancesheet. This is then revised on each reporting date until settlement totake into account any performance conditions and the change in theBNP Paribas share price.Share subscriptions or purchases offered toemployees under the Company Savings PlanShare subscriptions or purchases offered to employees under theCompany Savings Plan (Plan d’Épargne Entreprise) at lower-thanmarketrates over a specified period do not include a vesting period.However, employees are prohibited by law from selling shares acquiredunder this plan for a period of five years. This restriction is taken intoaccount when measuring the benefit to the employees, which is reducedaccordingly. Therefore, the benefit equals the difference, at the date theplan is announced to employees, between the fair value of the share (afterallowing for the restriction on sale) and the acquisition price paid by theemployee, multiplied by the number of shares acquired.42012 Registration document and annual financial report - BNP PARIBAS 123

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The cost of the mandatory five-year holding period is equivalent to thecost of a strategy involving the forward sale of shares subscribed atthe time of the capital increase reserved for employees and the cashpurchase of an equivalent number of BNP Paribas shares on the market,financed by a loan repaid at the end of a five-year period out of theproceeds from the forward sale transaction. The interest rate on theloan is the rate that would be applied to a five-year general purpose loantaken out by an individual with an average risk profile. The forward saleprice for the shares is determined on the basis of market parameters.1.j PROVISIONS RECORDED UNDERLIABILITIESProvisions recorded under liabilities (other than those relating to financialinstruments, employee benefits and insurance contracts) mainly relateto restructuring, claims and litigation, fines and penalties, and tax risks.A provision is recognised when it is probable that an outflow of resourcesembodying economic benefits will be required to settle an obligationarising from a past event, and a reliable estimate can be made of theamount of the obligation. The amount of such obligations is discounted,where the impact of discounting is material, in order to determine theamount of the provision.1.k CURRENT AND DEFERRED TAXESThe current income tax charge is determined on the basis of the tax lawsand tax rates in force in each country in which the Group operates duringthe period in which the income is generated.Deferred taxes are recognised when temporary differences arise betweenthe carrying amount of an asset or liability in the balance sheet and itstax base.Deferred tax liabilities are recognised for all taxable temporary differencesother than:■ taxable temporary differences on initial recognition of goodwill;■ taxable temporary differences on investments in enterprises underthe exclusive or joint control of the Group, where the Group is ableto control the timing of the reversal of the temporary difference andit is probable that the temporary difference will not reverse in theforeseeable future.Deferred tax assets are recognised for all deductible temporarydifferences and unused carryforwards of tax losses only to the extentthat it is probable that the entity in question will generate future taxableprofits against which these temporary differences and tax losses canbe offset.Deferred tax assets and liabilities are measured using the liability method,using the tax rate which is expected to apply to the period when the assetis realised or the liability is settled, based on tax rates and tax laws thathave been or will have been enacted by the balance sheet date of thatperiod. They are not discounted.Deferred tax assets and liabilities are offset when they arise within thesame tax group, they fall under the jurisdiction of a single tax authority,and there is a legal right to offset.Current and deferred taxes are recognised as tax income or expensesin the profit and loss account, excepted for deferred taxes relating tounrealised gains or losses on available-for-sale assets or to changes inthe fair value of instruments designated as cash flow hedges, which aretaken to shareholders’ equity.When tax credits on revenues from receivables and securities are usedto settle corporate income tax payable for the period, the tax credits arerecognised on the same line as the income to which they relate. Thecorresponding tax expense continues to be carried in the profit and lossaccount under “Corporate income tax”.1.l CASH FLOW STATEMENTThe cash and cash equivalents balance is composed of the net balanceof cash accounts and accounts with central banks, and the net balanceof interbank demand loans and deposits.Changes in cash and cash equivalents related to operating activitiesreflect cash flows generated by the Group’s operations, including cashflows related to investment property, held-to-maturity financial assetsand negotiable certificates of deposit.Changes in cash and cash equivalents related to investing activities reflectcash flows resulting from acquisitions and disposals of subsidiaries,associates or joint ventures included in the consolidated group, as wellas acquisitions and disposals of property, plant and equipment excludinginvestment property and property held under operating leases.Changes in cash and cash equivalents related to financing activitiesreflect the cash inflows and outflows resulting from transactions withshareholders, cash flows related to bonds and subordinated debt, anddebt securities (excluding negotiable certificates of deposit).1.m USE OF ESTIMATES IN THEPREPARATION OF THE F INANCIALS TATEMENTSPreparation of the financial statements requires managers of corebusinesses and corporate functions to make assumptions and estimatesthat are reflected in the measurement of income and expense in the profitand loss account and of assets and liabilities in the balance sheet, andin the disclosure of information in the notes to the financial statements.This requires the managers in question to exercise their judgement andto make use of information available at the date of the preparation ofthe financial statements when making their estimates. The actual futureresults from operations where managers have made use of estimatesmay in reality differ significantly from those estimates, mainly accordingto market conditions. This may have a material effect on the financialstatements.1242012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4This applies in particular to:■ impairment losses recognised to cover credit risks inherent in bankingintermediation activities;■ the use of internally-developed models to measure positions infinancial instruments that are not quoted in active markets;■ calculations of the fair value of unquoted financial instrumentsclassified in “Available-for-sale financial assets”, “Financial assets atfair value through profit or loss” or “Financial liabilities at fair valuethrough profit or loss”, and more generally calculations of the fair valueof financial instruments subject to a fair value disclosure requirement;■ whether a market is active or inactive for the purposes of using avaluation technique;■ impairment losses on variable-income financial assets classified as“Available-for-sale” ;■ impairment tests performed on intangible assets;■ the appropriateness of the designation of certain derivative instrumentssuch as cash flow hedges, and the measurement of hedge effectiveness;■ estimates of the residual value of assets leased under finance leases oroperating leases, and more generally of assets on which depreciationis charged net of their estimated residual value;■ the measurement of provisions for contingencies and charges.This is also the case for assumptions applied to assess the sensitivityof each type of market risk and the sensitivity of valuations to nonobservableparameters.42012 Registration document and annual financial report - BNP PARIBAS 125

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsNote 2NOTES TO THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED31 D ECEMBER 20122.a NET INTEREST INCOMEThe BNP Paribas Group includes in “Interest income” and “Interestexpense” all income and expense from financial instruments measuredat amortised cost (interest, fees/commissions, transaction costs), andfrom financial instruments measured at fair value that do not meetthe definition of a derivative instrument. These amounts are calculatedusing the effective interest method. The change in fair value on financialinstruments at fair value through profit or loss (excluding accruedinterest) is recognised under “Net gain/loss on financial instruments atfair value through profit or loss”.Interest income and expense on derivatives accounted for as fair valuehedges are included with the revenues generated by the hedged item.Similarly, interest income and expense arising from derivatives used tohedge transactions designated as at fair value through profit or lossis allocated to the same accounts as the interest income and expenserelating to the underlying transactions.4Year to 31 Dec. 2012 Year to 31 Dec. 2011In millions of eurosIncome Expense Net Income Expense NetCustomer items 29,093 (9,375) 19,718 29,146 (8,740) 20,406Deposits, loans and borrowings 27,622 (9,246) 18,376 27,424 (8,388) 19,036Repurchase agreements 21 (79) (58) 61 (203) (142)Finance leases 1,450 (50) 1,400 1,661 (149) 1,512Interbank items 1,719 (2,562) (843) 2,102 (2,621) (519)Deposits, loans and borrowings 1,645 (2,281) (636) 1,905 (2,274) (369)Repurchase agreements 74 (281) (207) 197 (347) (150)Debt securities issued - (3,445) (3,445) - (4,025) (4,025)Cash flow hedge instruments 2,849 (2,477) 372 2,903 (2,535) 368Interest rate portfolio hedge instruments 2,146 (3,577) (1,431) 1,519 (2,712) (1,193)Financial instruments at fair value through profit orloss 2,293 (1,295) 998 4,518 (2,510) 2,008Fixed-income securities 1,438 - 1,438 2,435 - 2,435Loans/Borrowings 207 (360) (153) 357 (528) (171)Repurchase agreements 648 (814) (166) 1,726 (1,776) (50)Debt securities - (121) (121) - (206) (206)Available-for-sale financial assets 5,889 - 5,889 6,268 - 6,268Held-to-maturity financial assets 487 - 487 668 - 668TOTAL INTEREST INCOME/(EXPENSE) 44,476 (22,731) 21,745 47,124 (23,143) 23,981Interest income on individually impaired loans amounted toEUR 610 million in the year ended 31 December 2012 compared withEUR 554 million in the year ended 31 December 2011.2.b COMMISSION INCOME AND EXPENSECommission income and expense on financial instruments not measuredat fair value through profit or loss amounted to EUR 3, 258 millionand EUR 601 million respectively in 2012, compared with income ofEUR 3, 583 million and expense of EUR 596 million in 2011.Net commission income related to trust and similar activities throughwhich the Group holds or invests assets on behalf of clients, trusts,pension and personal risk funds or other institutions amounted toEUR 2, 298 million in 2012, compared with EUR 2, 454 million in 2011.1262012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements42.c NET GAIN/LOSS ON FINANCIALINSTRUMENTS AT FAIR VALUE THROUGHPROFIT OR LOSSNet gain/loss on financial instruments at fair value through profit orloss includes all profit and loss items relating to financial instrumentsmanaged in the trading book and financial instruments (includingdividends) that the Group has designated as at fair value through profit orloss under the fair value option, other than interest income and expensewhich are recognised in “Net interest income” (note 2.a).In millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011Trading book 5,505 952Debt instruments 2,066 (297)Equity instruments 3,132 455Other derivatives 307 806Repurchase agreements - (12)Financial instruments designated at fair value through profit or loss (2,818) 2,891Of which debt remeasurement effect arising from BNPP Group issuer risk (note 5.a) (1,617) 1,190Impact of hedge accounting 16 (117)Fair value hedges 258 (1,989)Hedged items in fair value hedge (242) 1,872Remeasurement of currency positions 609 7TOTAL 3,312 3,7334Net gains on the trading book in 2012 and 2011 include a non-material amount related to the ineffective portion of cash flow hedges.2.d NET GAIN/LOSS ON AVAILABLE-FOR-SALE FINANCIAL ASSETS AND OTHER FINANCIALASSETS NOT MEASURED AT FAIR VALUEIn millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011Loans and receivables, fixed-income securities (1) 839 (408)Disposal gains and losses 839 (408)Equities and other variable-income securities 785 688Dividend income 515 453Additions to impairment provisions (465) (731)Net disposal gains 735 966TOTAL 1,624 280(1) Interest income from fixed-income financial instruments is included in “Net interest income” (note 2.a), and impairment losses related to potentialissuer default are included in “Cost of risk” (note 2.f).After the impact of insurance policy holders’ surplus reserve, u nrealisedgains and losses previously recorded under “Change in assets andliabilities recognised directly in shareholders’ equity” and included inthe pre-tax income, amount to a gain of EUR 445 million for the yearended 31 December 2012 compared with a net gain of EUR 742 millionfor the year ended 31 December 2011.The application of the automatic impairment criteria and qualitativeanalysis led to a first impairment of variable-income securities, for thefollowing amounts:■ EUR 45 million linked to a decline in price of more than 50% of theacquisition price (EUR 44 million in 2011);■ EUR 8 million linked to the observation of an unrealised loss over twoconsecutive years (EUR 23 million in 2011);■ EUR 11 million linked to the observation of an unrealised loss of atleast an average of 30% over one year (not used in 2011);■ EUR 54 million linked to an additional qualitative analysis(EUR 73 million in 2011).2012 Registration document and annual financial report - BNP PARIBAS 127

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements2.e NET INCOME FROM OTHER ACTIVITIESYear to 31 Dec. 2012 Year to 31 Dec. 2011In millions of eurosIncome Expense Net Income Expense NetNet income from insurance activities 24,715 (21,460) 3,255 18,204 (14,559) 3,645Net income from investment property 375 (178) 197 1,301 (500) 801Net income from assets held under operating leases 5,871 (4,844) 1,027 5,627 (4,567) 1,060Net income from property development activities 1,214 (1,006) 208 216 (41) 175Other net income 1,545 (1,373) 172 1,488 (1,198) 290TOTAL NET INCOME FROM OTHER ACTIVITIES 33,720 (28,861) 4,859 26,836 (20,865) 5,971The decrease in net income from investment properties is due to the loss of control over Klépierre at the end of the first quarter 2012 (see note 8.d).➤ NET INCOME FROM INSURANCE ACTIVITIES4In millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011Gross premiums written 19,813 16,288Policy benefit expenses (15,267) (12,484)Movement in technical reserves (4,246) 1,572Change in value of admissible investments related to unit-linked policies 3,361 (1,597)Reinsurance ceded (519) (361)Other income and expense 113 227TOTAL NET INCOME FROM INSURANCE ACTIVITIES 3,255 3,645“Policy benefit expenses” include expenses arising from surrenders, maturities and claims relating to insurance contracts. “Movement in technicalreserves” reflects changes in the value of financial contracts, in particular unit-linked policies. Interest paid on such contracts is recognised in “Interestexpense”.2.f COST OF RISK“Cost of risk” represents the net amount of impairment losses recognised in respect to credit risks inherent in the Group’s banking intermediationactivities, plus any impairment losses in the cases of known counterparty risks on over-the-counter financial instruments.Cost of risk for the period➤ COST OF RISK FOR THE PERIODIn millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011Net allowances to impairment (4,173) (6,751)of which Greek sovereign debt (1) (62) (3,241)Recoveries on loans and receivables previously written off 714 514Irrecoverable loans and receivables not covered by impairment provisions (482) (560)TOTAL COST OF RISK FOR THE PERIOD (3,941) (6,797)(1) The impairment allowance relating to Greek sovereign debt recognised in 2011 resulted from the release in cost of risk of the change in valuerecognised in equity on the date when these securities were reclassified as loans and receivables (see note 4), i.e. EUR 1, 296 million, and fromadditional impairment assuming a 75% loss of their par value .1282012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ COST OF RISK FOR THE PERIOD BY ASSET TYPEIn millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011Loans and receivables due from credit institutions 6 47Loans and receivables due from customers (3,769) (6,085)Available-for-sale financial assets (13) (569)Held-to-maturity financial assets - (22)Financial instruments on trading activities (118) (132)Other assets (8) 4Off-balance sheet commitments and other items (39) (40)TOTAL COST OF RISK FOR THE PERIOD (3,941) (6,797)Provisions for impairment: credit risks➤ MOVEMENT IN IMPAIRMENT PROVISIONS DURING THE PERIODIn millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011TOTAL IMPAIRMENT PROVISIONS AT START OF PERIOD 30,675 29,783Net allowance to impairment 4,173 6,005of which Greek sovereign debt 62 2,395Utilisation of impairment provisions (6,007) (3,935)Effect of exchange rate movements and other items (424) (1,178)TOTAL IMPAIRMENT PROVISIONS AT END OF PERIOD 28,417 30,6754➤ IMPAIRMENT PROVISION BY ASSET TYPEIn millions of euros 31 December 2012 31 December 2011Impairment of assetsLoans and receivables due from credit institutions (note 5.f) 537 707Loans and receivables due from customers (note 5.g) 26,525 27,958Financial instruments on trading activities 276 598Available-for-sale financial assets (note 5.c) 69 162Held-to-maturity financial assets - 223Other assets 34 36TOTAL IMPAIRMENT PROVISIONS AGAINST FINANCIAL ASSETS 27,441 29,684of which specific provisions 23,100 24,818of which collective provisions 4,341 4,866Provisions recognised as liabilitiesProvisions for off-balance sheet commitmentsto credit institutions 45 23to customers 451 478Other items subject to provisions 480 490TOTAL PROVISIONS RECOGNISED AS LIABILITIES (note 5.q ) 976 991of which specific provisions 807 858of which collective provisions 169 133TOTAL IMPAIRMENT PROVISIONS 28,417 30,6752012 Registration document and annual financial report - BNP PARIBAS 129

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements2.g CORPORATE INCOME TAX4Reconciliation of the effective tax expense to theYear to 31 Dec. 2012 Year to 31 Dec. 2011theoretical tax expense at standard tax rate in France (1)in millions of euros Tax rate in millions of euros Tax rateCorporate income tax expense on pre-tax income atstandard tax rate in France (2) (3,745) 36.1% (3,493) 36.1%Differential effect in tax rates applicable to foreign entities 216 -2.1% 187 -1.9%Effect of dividends and securities disposals taxed at reduced rate 337 -3.3% 169 -1.7%Tax effect on previously unrecognis ed deferred taxes(tax losses and temporary differences) 163 -1.6% 244 -2.5%Tax effect of using tax losses for which no deferred tax assetwas previously recognised 9 -0.1% 29 -0.3%Other items (39) 0.5% 107 -1.2%Corporate income tax expense (3,059) 29.5% (2,757) 28.5%of whichCurrent tax expense for the year to 31 December (2,696) (2,070)Deferred tax expense for the year to 31 December (note 5.k) (363) (687)(1) Including the 3.3% social security contribution tax and the exceptional 5% contribution calculated on French corporate tax at 33.33%, lifting it to 36.1%.(2) Restated for the share of income from companies accounted for under the equity method and goodwill amortisation .Note 3SEGMENT INFORMATIONThe Group is composed of three core businesses:■ Retail Banking (RB), which covers Domestic Markets, Personal Finance,and International Retail Banking. Domestic Markets include retailbanking networks in France (FRB), Italy (BNL banca commerciale),Belgium (BRB), and Luxembourg (LRB), as well as certain specialisedretail banking divisions (Personal Investors, Leasing Solutions andArval). International Retail Banking is composed of all BNP ParibasGroup retail banking businesses out of the Eurozone, split betweenEurope Mediterranean and BancWest in the United States;■ Investment Solutions (IS), which includes Wealth Management;Investment Partners – covering all of the Group’s Asset Managementbusinesses; Securities Services to management companies, financialinstitutions and other corporations; Insurance and Real Estate Services;■ Corporate and Investment Banking (CIB), which includes Advisory &Capital Markets (Equities and Equity Derivatives, Fixed Income & Forex,Corporate Finance) and Corporate Banking (Specialised and StructuredFinancing, Corporate Deposit Line) businesses.Other activities mainly include Principal Investments, Klépierre (1) propertyinvestment company, and the Group’s corporate functions.They also include non-recurring items resulting from applying the ruleson business combinations. In order to provide consistent and relevanteconomic information for each core business, the impact of amortisingfair value adjustments recognised in the net equity of entities acquiredand restructuring costs incurred in respect to the integration of entitieshave been allocated to the “Other Activities” segment.Inter-segment transactions are conducted at arm’s length. The segmentinformation presented comprises agreed inter-segment transfer prices.The capital allocation is carried out on the basis of risk exposure, takinginto account various conventions relating primarily to the capitalrequirement of the business as derived from the risk-weighted assetcalculations required under capital adequacy rules. Normalised equityincome by segment is determined by attributing to each segment theincome of its allocated equity.(1) The Klépierre group was fully consolidated until 14 March 2012, then, following the partial disposal of the Group’s interest, Klépierre has been consolidated under the equity method(see note 8.d).1302012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4So as to be comparable with 2012, the segment information for 2011 hasbeen restated of the following three main effects as if these had occurredfrom 1 January 2011:■ in the context of the change in the organisational structure of theGroup, a set of Domestic Markets was created. It includes PersonalInvestors, which is thus no longer included in the Investment Solutionscore business;■ the capital allocated to each business is now based on 9% of riskweightedassets, compared to 7% previously;■ the contribution to the deposits guarantee fund in Belgium had initiallybeen booked in “Other Activities ”, while waiting for a definition ofthe Belgian bank levy which was still pending. This new definitionis applicable in 2012 and replaces the contribution to the depositsguarantee fund. So as to be comparable, this tax is re-attributed toBRB (EUR -107 million in 2011).The corresponding differences were accounted for under “Other Activities”so as not to affect the Group’s pre-tax income.Information by business segment➤ INCOME BY BUSINESS SEGMENTIn millions of eurosRetail BankingDomestic MarketsRevenuesOperatingexpenseCost ofriskOperatingincomeYear to 31 Dec. 2012 Year to 31 Dec. 2011NonoperatingitemsPre-taxincomeRevenuesOperatingexpenseCost ofriskOperatingincomeNonoperatingitemsPre-taxincomeFrench Retail Banking (1) 6,797 (4,384) (315) 2,098 3 2,101 6,786 (4,462) (315) 2,009 2 2,011BNL banca commerciale (1) 3,230 (1,779) (961) 490 1 491 3,163 (1,806) (793) 564 - 564Belgian Retail Banking (1) 3,183 (2,333) (157) 693 18 711 3,092 (2,321) (136) 635 12 647Other Domestic Marketsactivities 2,181 (1,263) (140) 778 16 794 2,309 (1,351) (158) 800 17 817Personal Finance 4,982 (2,387) (1,497) 1,098 182 1,280 5,142 (2,420) (1,639) 1,083 160 1,243International Retail BankingEurope-Mediterranean 1,796 (1,319) (290) 187 67 254 1,639 (1,277) (268) 94 70 164BancWest 2,403 (1,401) (145) 857 2 859 2,230 (1,241) (256) 733 1 734Investment Solutions 6,204 (4,319) 54 1,939 159 2,098 5,922 (4,258) (64) 1,600 (76) 1,524Corporate and InvestmentBankingAdvisory & Capital Markets 6,182 (4,574) (61) 1,547 6 1,553 5,665 (4,377) 21 1,309 30 1,339Corporate Banking 3,533 (1,698) (432) 1,403 30 1,433 4,232 (1,749) (96) 2,387 50 2,437Other Activities (1,419) (1,093) 3 (2,509) 1,307 (1,202) 2,204 (854) (3,093) (1,743) (86) (1,829)TOTAL GROUP 39,072 (26,550) (3,941) 8,581 1,791 10,372 42,384 (26,116) (6,797) 9,471 180 9,651(1) French Retail Banking, BNL banca commerciale, Belgian and Luxembourg Retail Banking after the reallocation within Investment Solutions of one-third ofthe Wealth Management activities in France, Italy, Belgium and Luxembourg .42012 Registration document and annual financial report - BNP PARIBAS 131

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ ASSETS AND LIABILITIES BY BUSINESS SEGMENTFor most Group entities, the segmental allocation of assets and liabilities is based on the core business to which they report, with the exception of thekey ones, which are broken down or allocated specifically on the basis of risk-weighted assets.431 December 2012 31 December 2011In millions of eurosAssets Liabilities Assets LiabilitiesRetail BankingDomestic Markets 393,342 369,716 385,868 362,389French Retail Banking 151,926 144,370 154,537 146,759BNL banca commerciale 88,471 80,555 86,662 78,587Belgian Retail Banking 103,207 99,411 95,879 92,384Other Domestic Markets activities 49,738 45,380 48,790 44,659Personal Finance 85,721 78,732 91,561 84,440International Retail Banking 93,575 81,760 92,097 80,867Europe-Mediterranean 33,488 29,619 32,276 28,702BancWest 60,087 52,141 59,821 52,165Investment Solutions 202,119 192,146 212,807 200,636Corporate and Investment Banking 1,029,675 1,013,742 1,050,883 1,035,511Other Activities 102,858 171,194 132,067 201,440TOTAL GROUP 1,907,290 1,907,290 1,965,283 1,965,283Information by business segment relating to companies accounted forunder the equity method and goodwill amortisation in the period ispresented respectively in note 5.m Investments in Associates and note 5.oGoodwill.Information by geographic areaThe geographic split of segment results, assets and liabilities is basedon the region in which they are recognised for accounting purposes anddoes not necessarily reflect the counterparty’s nationality or the locationof operations.➤ REVENUES BY GEOGRAPHIC AREAIn millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011Domestic Markets 22,998 26,810France 12,593 16,773Belgium 4,586 4,702Italy 4,687 3,857Luxembourg 1,132 1,478Other European countries 7,305 7,130Africa and Mediterranean 1,659 1,469Americas 5,043 4,977Asia and Pacific 2,067 1,998TOTAL 39,072 42,3841322012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ ASSETS AND LIABILITIES, IN CONTRIBUTION TO THE CONSOLIDATED ACCOUNTS, BY GEOGRAPHIC AREAIn millions of euros 31 December 2012 31 December 2011Domestic Markets 1,364,031 1,397,581France 1,000,682 972,274Belgium 190,673 252,086Italy 134,926 136,392Luxembourg 37,750 36,829Other European countries 217,397 244,747Africa and Mediterranean 31,758 31,573Americas 201,805 201,184Asia and Pacific 92,299 90,198TOTAL 1,907,290 1,965,283Note 4EXPOSURE TO SOVEREIGN RISK4As part of its liquidity management, the Group seeks to maximise therefinancing available so that it can meet unexpected liquidity needs. Inparticular, this strategy is predicated on holding securities eligible ascollateral for refinancing from central banks and includes a substantialproportion of highly rated debt securities issued by governmentsrepresenting a low level of risk. As part of its Asset and LiabilityManagement (ALM) and structural interest-rate risk management policy,the Group also holds a portfolio of assets that includes sovereign debtinstruments, with interest-rate characteristics that contribute to itshedging strategies. In addition, the Group is a market maker in sovereigndebt securities in a number of countries, which leads it to take temporarylong and short trading positions, some of which are hedged by derivatives.These portfolios are presented in the chapter 5 of the Annual Report .Accounting treatment of debt securities issued byGreece, Ireland and PortugalThree European countries, namely Greece, Ireland and Portugal, haveexperienced a marked deterioration in their public finances againstthe backdrop of the economic and financial crisis, which progressivelyprompted the markets to shun public-sector debt securities issued bythese countries, leaving them unable to raise the funding they need torun their public deficits.The European solidarity policy defined in such circumstances by theeuro zone member countries prompted them, in conjunction with theInternational Monetary Fund (IMF), to put in place support arrangements,leading to the formulation and implementation of several plans forGreece, then for Ireland and Portugal.1. Reclassification of securities at 30 June 2011The lack of liquidity seen during the first half of 2011 in the markets forthe public debt instruments issued by Greece, Ireland and Portugal, plusin Greece’s case, the commitment given by French banks at the requestof the authorities not to sell their position, prompted BNP Paribas toconsider that these securities could no longer be classified as availablefor-saleassets.As permitted in paragraph 50E of IAS 39 in such exceptional circumstances,and given the period that the bank believes to be necessary for thesethree countries to restore the state of their finances, BNP Paribas Groupreclassified – with effect from 30 June 2011 – public debt securitiesfrom these three countries from the “Available-for-sale financial assets”category to “Loans and receivables”.Greek sovereign debt instruments due to mature prior to 31 December2020 were covered by provisions under the second support plan forGreece, which was initiated in June 2011 and finalised on 21 July 2011,reflecting the banks’ commitment to provide support. This plan hasseveral options, including a voluntary exchange at par for 30-year debtsecurities with their principal collateralised by AAA-rated zero couponbonds, with terms leading to recognition of an initial discount of 21%.2012 Registration document and annual financial report - BNP PARIBAS 133

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4BNP Paribas intended to take up this exchange option in connectionwith the collective undertaking given by the French financial sector.Accordingly, the debt securities held on the Group’s balance sheet and dueto be exchanged were measured by recognising the 21% discount. Treatedas a concession by the lender owing to the difficulties encountered bythe borrower, this discount led to an impairment loss being recognisedthrough profit or loss in the first half of 2011.In regards to Greek sovereign debt securities not exchanged, as well asIrish and Portuguese sovereign debt instruments, after due considerationof the various aspects of the European support plan, some investors tookthe view that there was no objective evidence that the recovery of thefuture cash flows associated with these securities was compromised,especially since the European Council had stressed the unique andnon-replicable nature of the private sector’s participation in such anoperation. Accordingly, the bank took the view that there were no groundsto recognise impairment in these securities.2. Measurement of Greek securities at 31 December 2011In the second half of 2011, it was recognised that Greece was havingtrouble meeting the economic targets on which the 21 July plan wasbased, particularly in regards to sustainability of its debts. This led to anew agreement in principle, dated 26 October, based on private-sectorcreditors waiving 50% of amounts owed to them. Since the arrangementsfor implementing this agreement had not been definitively settled at31 December 2011 by all of the international institutions concerned, thebank determined the impairment loss on all the securities it held on thebasis of the most recent proposal put forward by private-sector creditorsrepresented by the Institute of International Finance (IIF).On the basis of (1) a 50% haircut, (2) the immediate repayment of 15%of amounts owed through securities of the European Financial StabilityFacility (EFSF) with a maturity of two years and paying market interestrates, (3) the payment of accrued interest through EFSF securities witha maturity of six months and paying market interest rates, (4) a couponof 3% until 2020 and 3.75% subsequently on securities maturing between2023 and 2042 received in exchange for existing securities and (5) adiscount rate of 12% on future cash flows, the bank estimated the likelyloss on existing securities as 75%, which is almost identical to that pricedin by the market through the average discount on these securities at31 December 2011.3. Accounting treatment at 30 June 2012, following theexchange offer of Greek securitiesOn 21 February 2012, the agreement was refined and supplementedbetween the representatives of the Greek government, private-sectorinvestors (PSI) and the Eurogroup. This agreement is designed to enableGreece to achieve a debt ratio of 120.5% in 2020 as opposed to 160% in2011, and to achieve the financial stability sought through the plan. Theoffer involves private-sector investors waiving 53.5% of the nominal valueof their Greek bonds, reducing Greece’s debt by around EUR 107 billion,in return for a public-sector contribution of EUR 30 billion.On 12 March 2012, the exchange of Greek sovereign debt securities wasrealised, with the following main characteristics:■ 53.5% of the principal of previous securities was waived;■ 31.5% of the principal of previous securities was exchanged for 20bonds issued by Greece with maturities of between 11 and 30 years.The coupon on new bonds will be 2% from 2012 to 2015, rising to 3%from 2015 to 2020, 3.6% in 2021 and 4.3% until 2042. These securitiesare accounted for as “Available-for-sale assets”;■ 15% of the principal of previous securities has been redeemedimmediately in the form of short-term securities issued by theEuropean Financial Stability Facility (EFSF), repayment of which isguaranteed by the EUR 30 billion public-sector contribution. Thesesecurities are accounted for as “Available-for-sale assets”.In addition to the exchange:■ accrued interest on the exchanged Greek debt at 24 February 2012was settled through the issue of short-term EFSF securities, accountedfor as “Loans and receivables”;■ each new bond issued by Greece will be accompanied by a securitylinked to movements in Greece’s gross domestic product over andabove those expected in the plan. This instrument is accounted foras a derivative.The securities exchange has been accounted for as the extinguishment ofthe previously held assets and the recognition of the securities receivedat their fair value.The fair value of the instruments received in exchange for the previoussecurities was valued at 12 March 2012 at 23.3% of the nominal valueof the previous securities. The difference with the net value of theprevious securities, as well as the adjustment of accrued interest on theprevious securities, led to the recognition of a EUR 55 million loss onthe banking book securities, accounted for in the Cost of risk. The lossrecognised in the Cost of risk at the time of the exchange of the securitiesheld by insurance companies amounts to EUR 19 million, and led to aEUR 12 million insurance policyholders’ surplus reserve being reversed.4. Sale of Greek securities in December 2012 under Greece’sbond buyback programmeOn 27 November 2012, representatives of the Eurogroup and theInternational Monetary Fund (IMF) asked the Greek government toimplement a buyback programme for part of its sovereign debt held byprivate investors, in a bid to reduce its debt burden to 124% of GrossDomestic Product (GDP) in 2020.The offer was open from 3 to 11 December 2012 and enabled privateinvestors to participate in the buyback programme, the average priceof which amounted to 33.5% of the par value. BNP Paribas sold all thebonds it held at the time of the offer, generating a gain of EUR 25 million.1342012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4BNP Paribas Group’s exposure to Greek, Irish and Portuguese sovereign credit riska) Portfolio of banking activitiesIn millions of euros31 December2011 Exchange 12/03/12Disposals andrepayments31 December2012GreeceAvailable-for-sale assets reclassified as loans and receivablesRisk exposure and carrying value after impairment 972 (972) - -Available-for-sale assetsRisk exposure 316 (316) -Carrying value - 316 (316) -In millions of euros31 December2011Amortisationof thepurchasepriceDisposals andrepaymentsChangein valuerecogniseddirectly inequity(1)Change invalue ofinterestrateriskhedgedsecurities31 December2012IrelandAvailable-for-sale assets reclassified asloans and receivablesRisk exposure 270 1 (68) - - 203Discount amortised at effective interestrate (1) (54) - - 23 - (31)Carrying value 216 1 (68) 23 - 172PortugalAvailable-for-sale assets reclassified as loansand receivablesRisk exposure 1,381 (1) (737) - - 643Discount amortised at effective interestrate (1) (263) - - 138 - (125)Change in value of interest-rate riskhedged securities 41 - - - 7 48Carrying value 1,159 (1) (737) 138 7 566(1) The discount amortised at effective interest rate is composed of the changes in fair value which were recognised directly in shareholders’ equity whenthe securities were classified as available-for-sale financial assets. Amortisation of the discount is recognised directly in shareholders’ equity, withoutimpact on the profit and loss account .42012 Registration document and annual financial report - BNP PARIBAS 135

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ CARRYING VALUE BROKEN DOWN BY MATURITYIn millions of eurosRemaining time to maturity1 year 2 years 3 years 5 years 10 years 15 years >15 yearsTotal31 December2012IrelandAvailable-for-sale assets reclassifiedas loans and receivables 3 16 153 172PortugalAvailable-for-sale assets reclassifiedas loans and receivables 2 138 64 148 110 104 566b) Portfolio of general insurance funds4In millions of euros31 December2011 Exchange 12/03/12Disposals andrepayments31 December2012GreeceAvailable-for-sale assets reclassified as loans and receivables andheld-to-maturity financial assetsRisk exposure and carrying value after impairment 288 (288) - -Available-for-sale assetsRisk exposure 96 (96) -Carrying value - 96 (96) -1362012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4In millions of euros31 December2011Amortisation ofthe purchasepriceDisposals andrepaymentsChange in valuerecogniseddirectly in equity (1)31 December2012IrelandLoans and receivables and available-for-saleassets reclassified as loans and receivablesRisk exposure 761 (2) (633) - 126Discount amortised at effective interestrate (1) (179) - - 156 (23)Carrying value 582 (2) (633) 156 103Held-to-maturity financial assetsRisk exposure and carrying value 325 - - - 325PortugalLoans and receivables and available-for-saleassets reclassified as loans and receivablesRisk exposure 1,072 (4) (451) - 617Discount amortised at effective interestrate (1) (276) - - 109 (167)Carrying value 796 (4) (451) 109 450Held-to-maturity financial assetsRisk exposure and carrying value 159 - - - 159(1) The discount amortised at effective interest rate is composed of the changes in fair value which were recognised directly in shareholders’ equity whenthe securities were classified as available-for-sale financial assets. Amortisation of the discount is recognised directly in shareholders’ equity, withoutimpact on the profit and loss account .4In shareholders’ equity, the discount at 31 December 2012 of Irish andPortuguese securities held by general insurance funds, respectively ofEUR 23 million and EUR 167 million before tax, is compensated by adecrease in the insurance policyholders’ surplus reserve of respectivelyEUR 21 million and EUR 149 million before tax.The carrying value of Irish and Portuguese bonds represents less than 2%of the carrying value of all the fixed income securities held by insuranceentities.2012 Registration document and annual financial report - BNP PARIBAS 137

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ CARRYING VALUE BROKEN DOWN BY MATURITYIn millions of eurosRemaining time to maturity1 year 2 years 3 years 5 years 10 years 15 years >15 yearsTotal31 December2012IrelandLoans and receivables and available-for-salefinancial assets reclassified as loans andreceivables 50 53 103Held-to-maturity financial assets 9 181 135 325PortugalLoans and receivables and available-for-salefinancial assets reclassified as loans andreceivables 32 322 96 450Held-to-maturity financial assets 60 10 89 1594Disposals of held-to-maturity securities in 2011In 2011, BNP Paribas sold EUR 2. 8 billion of sovereign debt securities,issued by Italy, which had until then been classified under “Held-tomaturityassets”. The amount of securities sold equalled around 21% ofsecurities under this heading at 31 December 2010 (see note 5.j).The sale of Italian securities was prompted by the deterioration in Italy’seconomic situation, as reflected by the downgrading of Italy’s creditratings by various rating agencies in September and October 2011 andby the fall in the market value of these securities (see IAS 39 – AG22a).In addition, increased solvency requirements under the European CapitalRequirements Directive (CRD 3) at 31 December 2011 and the moveto anticipate the new Basel III solvency ratio – with initial drafts ofCRD 4 and a European Capital Requirements Regulation being publishedin July 2011 – prompted the bank to carry out a substantial reductionin assets, particularly by selling material amounts of assets classifiedunder “Loans and receivables” and “Held-to-maturity financial assets”(see IAS 39 – AG22e).Rating downgrades suffered by certain issuers threatened to increase theamount of risk-weighted assets corresponding to the loans concerned. Asa result, the bank had to reduce its exposure to positions most affectedby this change, regardless of their accounting classification.As a result, the Group applied the requirements of paragraphs AG 22a)and e) of IAS 39, to demonstrate that these disposals do not alter itsintention to hold other assets in this category to maturity, or its abilityto finance them. Other assets were therefore kept within this category.1382012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Note 5 NOTES TO THE BALANCE SHEET AT 31 DECEMBER 20125.a FINANCIAL ASSETS, FINANCIALLIABILITIES AND DERIVATIVES AT FAIRVALUE THROUGH PROFIT OR LOSSFinancial assets and financial liabilities at fair value through profit or lossconsist of held-for-trading transactions, derivatives, and certain assetsand liabilities designated by the Group as at fair value through profit orloss at the time of acquisition or issue.In millions of eurosTrading book31 December 2012 31 December 2011Instrumentsdesignated at fairvalue through profitor lossTrading bookInstrumentsdesignated at fairvalue through profitor lossSecurities portfolio 143,465 62,701 157,624 57,024Treasury bills and government bonds 69,140 340 96,196 484Other fixed-income securities 25,544 6,409 35,973 5,611Equities and other variable-income securities 48,781 55,952 25,455 50,929Loans and repurchase agreements 146,899 99 153,799 49Loans 1,150 99 537 49Repurchase agreements 145,749 - 153,262 -FINANCIAL ASSETS AT FAIR VALUE THROUGHPROFIT OR LOSS 290,364 62,800 311,423 57,073Short selling of borrowed securities 52,432 - 100,013 -Borrowings and repurchase agreements 203,063 1,242 173,271 1,664Borrowings 4,017 1,242 1,895 1,664Repurchase agreements 199,046 - 171,376 -Debt securities (note 5.i) - 40,799 - 37,987Subordinated debt (note 5.i) - 1,489 - 2,393FINANCIAL LIABILITIES AT FAIR VALUE THROUGHPROFIT OR LOSS 255,495 43,530 273,284 42,0444Financial instruments designated as at fairvalue through profit or lossFinancial assets designated as at fair valuethrough profit or lossAssets designated by the Group as at fair value through profit or lossinclude admissible investments related to unit-linked insurance policies,and to a lesser extent assets with embedded derivatives that have notbeen separated from the host contract.Admissible investments related to unit-linked insurance policies includesecurities issued by the Group’s consolidated entities, which are noteliminated upon consolidation in order to keep the figures shown inrespect of the assets invested under these contracts at the same levelas the technical reserves set aside in respect of the correspondingpolicyholder liabilities. The fixed-income securities (certificates and EuroMedium Term Notes) not eliminated upon consolidation amounted toEUR 741 million at 31 December 2012 compared with EUR 940 millionat 31 December 2011, and variable-income securities (shares mainlyissued by BNP Paribas SA) came to EUR 28 million at 31 December 2012compared with EUR 14. 5 million at 31 December 2011. Eliminating thesesecurities would not have a material impact on the financial statementsfor the period.Financial liabilities designated as at fair valuethrough profit or lossFinancial liabilities designated at fair value through profit or loss mainlyconsist of issues originated and structured on behalf of customers, wherethe risk exposure is managed in combination with the hedging strategy.These types of issues contain significant embedded derivatives, whosechanges in value are cancelled out by changes in the value of derivativeswhich economically cover them.The redemption value of financial liabilities designated at fair valuethrough profit or loss at 31 December 2012 was EUR 44, 956 million(EUR 49, 748 million at 31 December 2011).Fair value takes into account any change in value attributable to issuerrisk relating to the BNP Paribas Group. For most amounts concerned, fairvalue is the replacement value of each instrument, which is calculatedby discounting the instrument’s cash flows using a discount ratecorresponding to that of a similar debt instrument that might be issuedby the BNP Paribas Group at the closing date.2012 Registration document and annual financial report - BNP PARIBAS 139

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsAs a result, the carrying value of liabilities measured at market or modelvalue is reduced by EUR 30 million compared with EUR 1, 647 million at31 December 2011 i.e a EUR -1, 617 million variation recognised in netgain/loss on financial instruments at fair value through profit or loss(note 2.c). This reduction in value represents an unrealised gain thatwill only be realised if these financial instruments issued by the Bank arebought back in the market. If this does not happen, income relating tothis unrealised gain will be written back over the remaining term of theliabilities at a pace determined by movements in the bank’s issuer risk.Derivative financial instrumentsThe majority of derivative financial instruments held for trading arerelated to transactions initiated for trading purposes. They may resultfrom market-making or arbitrage activities. BNP Paribas actively tradesin derivatives . Transactions include trades in “ordinary” instruments suchas credit default swaps, and structured transactions with complex riskprofiles tailored to meet the needs of its customers. The net position isin all cases subject to limits.Some derivative instruments are also contracted to hedge financial assetsor financial liabilities for which the Group has not documented a hedgingrelationship, or which do not qualify for hedge accounting under IFRS. Thisapplies in particular to credit derivative transactions which are primarilycontracted to protect the Group’s loan book.The positive or negative fair value of derivative instruments classified inthe trading book represents the replacement value of these instruments.This value may fluctuate significantly in response to changes in marketparameters (such as interest rates or exchange rates).4In millions of eurosPositive marketvalue31 December 2012 31 December 2011Negative marketvaluePositive marketvalueNegative marketvalueCurrency derivatives 21,532 24,697 28,097 26,890Interest rate derivatives 333,066 324,079 332,945 330,421Equity derivatives 29,682 29,467 38,140 36,377Credit derivatives 22,782 22,523 46,460 46,358Other derivatives 3,573 3,832 6,325 7,421DERIVATIVE FINANCIAL INSTRUMENTS 410,635 404,598 451,967 447,467The table below shows the total notional amount of trading derivatives.The notional amounts of derivative instruments are merely an indicationof the volume of the Group’s activities in financial instruments markets,and do not reflect the market risks associated with such instruments.In millions of euros 31 December 2012 31 December 2011Currency derivatives 2,243,150 2,249,390Interest rate derivatives 41,127,475 40,272,463Equity derivatives 1,865,666 1,818,445Credit derivatives 2,105,501 2,321,275Other derivatives 144,834 156,291DERIVATIVE FINANCIAL INSTRUMENTS 47,486,626 46,817,864Derivatives traded on organised markets (including clearing houses) represent 62% of the Group’s derivative transactions at 31 December 2012(48% at 31 December 2011).1402012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements45.b DERIVATIVES USED FOR HEDGING PURPOSESThe table below shows the fair values of derivatives used for hedging purposes.In millions of eurosPositivefair value31 December 2012 31 December 2011Negativefair valuePositivefair valueNegativefair valueFair value hedges 10,571 15,574 6,920 12,902Currency derivatives - 24 4 8Interest rate derivatives 10,570 15,550 6,810 12,879Other derivatives 1 - 106 15Cash flow hedges 3,674 1,685 2,743 1,416Currency derivatives 271 287 312 245Interest rate derivatives 3,389 1,298 2,408 825Other derivatives 14 100 23 346Net foreign investment hedges 22 27 37 13Currency derivatives 22 27 37 13DERIVATIVES USED FOR HEDGING PURPOSES 14,267 17,286 9,700 14,3314The total notional amount of derivatives used for hedging purposes stood at EUR 809, 636 million at 31 December 2012, compared with EUR 799, 608 millionat 31 December 2011.5.c AVAILABLE-FOR-SALE FINANCIAL ASSETSAvailable-for-sale financial assets are measured at fair value or model value for unlisted securities.In millions of eurosNetof whichimpairmentlosses31 December 2012 31 December 2011of whichchangesin value takendirectly to equityNetof whichimpairmentlossesof whichchangesin value takendirectly to equityFixed-income securities 175,413 (69) 6,414 174,989 (162) (5,120)Treasury bills and government bonds 93,801 (4) 1,886 96,194 (2) (4,240)Other fixed-income securities 81,612 (65) 4,528 78,795 (160) (880)Equities and other variable-incomesecurities 17,093 (4,265) 2,868 17,479 (5,067) 1,621of which listed securities 5,861 (1,821) 1,357 6,092 (2,052) 619of which unlisted securities 11,232 (2,444) 1,511 11,387 (3,015) 1,002TOTAL AVAILABLE-FOR-SALEFINANCIAL ASSETS, NET OFIMPAIRMENT PROVISIONS 192,506 (4,334) 9,282 192,468 (5,229) (3,499)The gross amount of impaired fixed-income securities is EUR 118 million at 31 December 2012 (EUR 234 million at 31 December 2011).2012 Registration document and annual financial report - BNP PARIBAS 141

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsChanges in value taken directly to equity are determined as follows:4In millions of eurosFixed-incomesecuritiesEquities andother variableincomesecurities31 December 2012 31 December 2011TotalFixed-incomesecuritiesEquities andother variableincomesecuritiesChanges in value of non-hedged securitiesrecognised in "available-for-sale financialassets" 6,414 2,868 9,282 (5,120) 1,621 (3,499)Deferred tax linked to these changes in value (2,162) (556) (2,718) 1,959 (228) 1,731Insurance policyholders' surplus reservefrom insurance entities, after deferred tax (3,854) (558) (4,412) (307) (21) (328)Group share of changes in value ofavailable-for-sale securities owned byassociates, after deferred tax and insurancepolicyholders' surplus reserve 504 94 598 58 96 154Unamortised changes in value of availablefor-salesecurities reclassified as loans andreceivables (172) - (172) (395) - (395)Other variations (33) 25 (8) (38) 23 (15)Changes in value of assets taken directl y toequity under the heading "Financial assetsavailable for sale and reclassified loans andreceivables" 697 1,873 2,570 (3,843) 1,491 (2,352)Attributable to equity shareholders 340 1,809 2,149 (3,644) 1,448 (2,196)Attributable to minority interests 357 64 421 (199) 43 (156)Total5.d MEASUREMENT OF THE FAIR VALUE OFFINANCIAL INSTRUMENTSFinancial instruments are classified into three levels in descendingorder of the observability of their value and of the inputs used for theirvaluation:■ Level 1 – Financial instruments with quoted market prices:This level comprises financial instruments with quoted prices in anactive market that can be used directly.It notably includes liquid shares and bonds, short sales of theseinstruments, derivatives traded on organised markets (futures andoptions, etc.), and units in funds with net asset value calculated ona daily basis.■ Level 2 – Financial instruments measured using valuation techniquesbased on observable inputs:This level consists of financial instruments measured by referenceto the price of similar instruments quoted in an active market or toidentical or similar instruments quoted in a non-active market, butfor which transactions are observable or, lastly, instruments measuredusing valuation techniques based on observable inputs.This level notably includes illiquid shares and bonds, short sales ofthese instruments, short-term repurchase agreements not measuredbased on a quoted price directly observed in the market, units in civilproperty companies (SCIs) held in unit-linked policy portfolios, wherethe underlying assets are appraised from time to time using observablemarket data, units in funds for which liquidity is provided on a regularbasis, derivatives traded in OTC markets measured using techniquesbased on observable inputs and structured debt issues measured usingonly observable inputs.■ Level 3 – Financial instruments measured using valuation techniquesbased on non-observable inputs:This level comprises financial instruments measured using valuationtechniques based wholly or partially on non-observable inputs. Anon-observable input is defined as a parameter, the value of which isderived from assumptions or correlations based neither on observabletransaction prices in the identical instrument at the measurement datenor observable market data available at the same date.An instrument is classified in Level 3 if a significant portion of itsvaluation is based on non-observable inputs.This level notably comprises unlisted shares, bonds measured usingvaluation models employing at least one significant non-observableinput or derived from price data in a non-active market (such as CDO,CLO and ABS units), long-term or structured repurchase agreements,units in funds undergoing liquidation or the listing of which has beensuspended, complex derivatives with multiple underlyings (hybridinstruments, synthetic CDOs, etc.) and the structured debt underlyingthese derivatives.1422012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Breakdown by measurement method applied to financial instruments recognised at fair value,presented in line with the IFRS 7 recommendations31 December 2012 31 December 2011In millions of euroslevel 1 level 2 level 3 Total level 1 level 2 level 3 TotalFINANCIAL ASSETSFinancial instruments at fair value throughprofit or loss held for trading (note 5.a) 87,977 599,383 13,639 700,999 102,953 638,973 21,464 763,390of which financial assets at fair valuethrough profit or loss 84,454 199,428 6,482 290,364 100,821 202,100 8,502 311,423of which derivative financial instruments 3,523 399,955 7,157 410,635 2,132 436,873 12,962 451,967Financial instruments designated as at fairvalue through profit or loss (note 5.a) 47,783 10,968 4,049 62,800 41,982 13,496 1,595 57,073Derivatives used for hedging purposes(note 5.b) - 14,267 - 14,267 - 9,700 - 9,700Available-for-sale financial assets (note 5.c) 125,010 57,549 9,947 192,506 132,676 49,921 9,871 192,468FINANCIAL LIABILITIESFinancial instruments at fair value throughprofit or loss held for trading (note 5.a) 31,531 611,274 17,288 660,093 79,822 614,641 26,288 720,751of which financial liabilities at fair valuethrough profit or loss 29,530 217,108 8,857 255,495 77,414 183,355 12,516 273,285of which derivative financial instruments 2,001 394,166 8,431 404,598 2,408 431,286 13,772 447,466Financial instruments designated as at fairvalue through profit or loss (note 5.a) 3,203 31,773 8,554 43,530 3,168 31,260 7,616 42,044Derivatives used for hedging purposes(note 5.b) - 17,286 - 17,286 - 14,331 - 14,33142012 Registration document and annual financial report - BNP PARIBAS 143

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsTable of movements in level 3 financial instrumentsFor l evel 3 financial instruments, the following movements occurred between 1 January 2011 and 31 December 2012:Financial AssetsFinancial LiabilitiesIn millions of eurosFinancialinstrumentsat fair valuethrough profitor loss heldfor tradingFinancialinstrumentsdesignated asat fair valuethrough profitor lossAvailablefor-salefinancialassetsTotalFinancialinstrumentsat fair valuethroughprofit orloss held fortradingFinancialinstrumentsdesignatedas at fairvalue throughprofit or lossTotal4AT 31 DECEMBER 2010 22,881 1,703 8,154 32,738 (25,408) (8,737) (34,145)Purchases 2,652 33 1,328 4,013 - - -Issues - - - - (9,464) (3,127) (12,591)Sales (274) - (1,427) (1,701) - - -Settlements (1) (5,327) (151) (961) (6,439) 8,923 3,150 12,073Transfers to level 3 3,157 23 9,005 12,185 (2,817) (338) (3,155)Transfers from level 3 (2,598) (267) (2,865) 2,778 1,455 4,233Reclassifications (2) - - (6,312) (6,312) - - -Gains (or losses) recognised in profit orloss with respect to transactions expiredor terminated during the period (3,568) 29 (396) (3,935) 849 31 880Gains (or losses) recognised in profitor loss with respect to unexpiredinstruments at the end of the period 4,120 (42) 95 4,173 (687) (50) (737)Changes in fair value of assets andliabilities recognised directly in equityItems related to exchange ratemovements 421 - 53 474 (462) - (462)Changes in fair value of assets andliabilities recognised in equity - - 599 599 - - -AT 31 DECEMBER 2011 21,464 1,595 9,871 32,930 (26,288) (7,616) (33,904)Purchases 1,783 1,326 1,222 4,331 - - -Issues - - - - (8,279) (3,565) (11,844)Sales (1,952) (1,193) (1,725) (4,870) - - -Settlements (1) (2,546) (94) (177) (2,817) 12,649 1,811 14,460Transfers to level 3 1,098 2,959 940 4,997 (122) (36) (158)Transfers from level 3 (593) (588) (669) (1,850) 708 447 1,155Gains (or losses) recognised in profit orloss with respect to transactions expiredor terminated during the period (7,391) 44 (75) (7,422) 5,694 (28) 5,666Gains (or losses) recognised in profitor loss with respect to unexpiredinstruments at the end of the period 1,598 - 41 1,639 (1,257) 433 (824)Changes in fair value of assets andliabilities recognised directly in equityItems related to exchange ratemovements 178 - 5 183 (393) - (393)Changes in fair value of assets andliabilities recognised in equity - - 514 514 - - -AT 31 DECEMBER 2012 13,639 4,049 9,947 27,635 (17,288) (8,554) (25,842)(1) For the assets, includes redemptions of principal, interest payments as well as cash inflows and outflows relating to derivatives of which the fair value ispositive. For the liabilities, includes principal redemptions, interest payments as well as cash inflows and outflows relating to derivatives of which the fairvalue is negative.(2) These are financial instruments initially recognised at fair value and reclassified as loans and receivables .1442012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The l evel 3 financial instruments may be hedged by other l evel 1 and/or l evel 2 instruments, the gains and losses on which are not shown inthis table. Consequently, the gains and losses shown in this table are notrepresentative of the gains and losses arising from management of thenet risk on all these instruments. More particularly, losses and gains onfinancial assets and liabilities at model value through profit or loss heldfor trading purposes, amounting respectively to EUR 5, 792 million andEUR 4, 437 million at 31 December 2012 (compared with EUR 552 millionand EUR 162 million at 31 December 2011), primarily correspond tochanges in the value of CDO positions classified in l evel 3 hedged by CDSpositions classified in l evel 2.Sensitivity of model values to reasonably likelychanges in level 3 assumptionsDetermination of value adjustmentsTrading portfolio instruments classified as level 3 comprise mainlyilliquid securities, derivatives with an illiquid underlying asset andother instruments containing complex derivatives. The valuation ofthese instruments generally requires the use of valuation models basedon dynamic risk hedging techniques, and may require the use of nonobservableinputs.All of these instruments are subject to uncertainties in their valuation,which give rise to value adjustments, reflecting the risk premium thatwould be incorporated by a market operator when setting the price. Thesevaluation adjustments take account in particular of:■ risks that would not be taken into account by the model (adjustmentfor model risk);■ the inherent uncertainty in estimating valuation parameters(adjustment for uncertain parameters);■ liquidity risks associated with the instrument or parameter concerned;■ specific risk premiums intended to offset certain additional costsresulting from the dynamic management strategy associated withthe model under certain market conditions;■ counterparty risk.When determining value adjustments, each risk factor is consideredindividually and no effect of diversification between risks, parameters ormodels of different kinds is taken into account. Meanwhile, for a givenrisk factor, a portfolio-based approach is used, with offsetting betweeninstruments when they are managed together.All of these adjustments are components of the model value ofinstruments and portfolios.Assessment of value sensitivityIn order to measure the sensitivity of the model value of level 3instruments (excluding securities positions) to a change in assumptions,the following two scenarios have been considered: a favourable scenarioin which all portfolio valuations are made without a value adjustment,and an unfavourable scenario in which all of these valuations are madewith twice as high a value adjustment. Calculated in this way, sensitivity isa measurement of the difference between the values obtained by marketoperators with a different perception of valuation risk and risk aversion.In the interest of simplification, the sensitivity of the value of securitiespositions, whether relating to trading portfolios, available-for- sale assetsor instruments designated at model value through profit or loss, is basedon a 1% change in the value applied.4In millions of eurosPotential impacton income31 December 2012 31 December 2011Potential impacton equityPotential impacton incomePotential impacton equityFinancial instruments at fair value through profit or lossheld for trading or designated as at fair value (1) +/-857 - +/-1,300Available-for-sale financial assets - +/-105 +/-104(1) Financial instruments at fair value through profit and loss are presented under the same heading, whether they are part of the trading portfolio orhave been designated at fair value through profit or loss, as sensitivity is calculated on the net positions in instruments classified as l evel 3 regardlessof their accounting classification .2012 Registration document and annual financial report - BNP PARIBAS 145

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsDeferred margin on financial instrumentsmeasured using techniques developedinternally and based on partly non-observableinputs in active marketsDeferred margin on financial instruments (“Day One Profit”) only concernsthe scope of market activities eligible for l evel 3.The day one profit is calculated after setting aside reserves foruncertainties as described previously and taken back to profit or lossover the expected period for which the inputs will be non-observable.The unamortised amount is included under “Financial instruments heldfor trading purposes at fair value through profit or loss” as a reductionin the fair value of the relevant complex transactions.In millions of euros 31 December 2012 31 December 2011DEFERRED MARGIN AT THE BEGINNING OF THE PERIOD 655 920Deferred margin on transactions during the year 279 286Margin taken to the profit and loss account during the year (331) (551)DEFERRED MARGIN AT THE END OF THE PERIOD 603 65545.e RECLASSIFICATION OF FINANCIAL INSTRUMENTS INITIALLY RECOGNISED AT FAIR VALUETHROUGH PROFIT OR LOSS HELD FOR TRADING PURPOSES OR AS AVAILABLE-FOR-SALEASSETSThe amendments to IAS 39 and IFRS 7 adopted by the European Union on 15 October 2008 permit the reclassification of instruments initially held fortrading or available-for-sale within the customer loan portfolios or as securities available-for-sale.➤ DATA RELATING TO FINANCIAL INSTRUMENTS AT RECLASSIFICATION DATEIn millions of eurosReclassificationdateAssetsreclassifiedas loans andreceivablesCarrying valueAssetsreclassifiedas availablefor-saleExpected cash flows deemedrecoverable (1)Assetsreclassifiedas loans andreceivablesAssetsreclassifiedas availablefor-saleAverage effective interestrateAssetsreclassifiedas loans andreceivablesAssetsreclassifiedas availablefor-saleSovereign securities from the available-for-saleportfolio 6,312 14,826of which Greek sovereignsecurities 30 June 2011 3,186 9,401 9.3%of which Portuguesesovereign securities 30 June 2011 1,885 3,166 8.8%of which Irish sovereignsecurities 30 June 2011 1,241 2,259 6.7%Structured transactions andother fixed-income securities 10,995 767 12,728 790from the trading portfolio1 October 2008 7,077 767 7,904 790 7.6% 6.7%30 June 2009 2,760 3,345 8.4%from the available-for-sale portfolio30 June 2009 1,158 1,479 8.4%(1) Expected cash flows cover the repayment of capital and of all interest (not discounted) until the date the instruments mature .1462012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Measurement of reclassified assets at 31 December 2012The following tables show the items related to the reclassified assets:➤ ON THE BALANCE SHEETIn millions of eurosCarrying value31 December 2012 31 December 2011Market or modelvalueCarrying valueMarket or modelvalueSovereign securities reclassified as loans and receivablesdue from customers 1,259 1,443 3,939 3,600of which Greek sovereign securities - - 1,201 1,133of which Portuguese sovereign securities 1,001 1,117 1,939 1,631of which Irish sovereign securities 258 326 799 836Reclassified structured transactions and otherfixed-income securities 3,581 3,538 4,664 4,511Into loans and receivables due from customers 3,581 3,538 4,647 4,494Into available-for-sale financial assets - - 17 17➤ IN PROFIT AND LOSS AND AS A DIRECT CHANGE IN EQUITY4In millions of eurosYear to 31 Dec. 2012 Year to 31 Dec. 2011Pro formaRealisedPro formaRealisedamount forthe period (1)beforereclassificationafterreclassificationTotalamount forthe period (1)In profit or loss (85) (22) (409) (2,415) (2,630) (2,838)I n revenues (16) 16 116 211 509 361of which Greek sovereign securities 15 15 87 178 265 265of which Portuguese sovereign securities (112) (112) 19 56 75 75of which Irish sovereign securities (15) (15) 10 (23) (13) (13)of which struc tured transactions andother fixed-income securities 96 128 182 34I n cost of risk (69) (38) (525) (2,626) (3,139) (3,199)of which Greek sovereign securities (40) (38) (525) (2,626) (3,151) (3,199)of which structured transactions andother fixed-income securities (29) 0 12 -A s direct change in equity (before tax) 217 420 504 850 1,379 1,180of which Greek sovereign securities - - 681 778 1,459 1,459of which Portuguese sovereign securities 153 336 (176) 32 (144) (336)of which Irish sovereign securities 48 54 (1) 40 39 48of which structured transactions andother fixed-income securities 16 30 25 9TOTAL PROFIT AND LOSS IMPACT ANDDIRECT CHANGES IN EQUITY RESULTINGFROM RECLASSIFIED ITEMS 132 398 95 (1,565) (1,251) (1,658)(1) Pro forma figures show the contribution to full-year earnings, and the impact of the change in their value on equity, as if the instruments concernedhad not been reclassified .Securities issued by Portugal and Ireland, held by the Group and reclassified under “Loans and Receivables” have been measured at market value forthe purposes of notes 5.e and 8.h. Securities issued by Portugal and Ireland and included in the trading portfolio have also been measured at marketvalue, which is considered l evel 2 as defined in note 5.d.2012 Registration document and annual financial report - BNP PARIBAS 147

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements5.f INTERBANK AND MONEY-MARKET ITEMS➤ LOANS AND RECEIVABLES DUE FROM CREDIT INSTITUTIONSIn millions of euros 31 December 2012 31 December 2011On demand accounts 8,665 12,099Loans 28,250 35,130Repurchase agreements 4,028 2,847TOTAL LOANS AND RECEIVABLES DUE FROM CREDIT INSTITUTIONS, BEFORE IMPAIRMENTPROVISIONS 40,943 50,076of which doubtful loans 995 976Provisions for impairment of loans and receivables due from credit institutions (note 2.f) (537) (707)specific provisions (508) (696)collective provisions (29) (11)TOTAL LOANS AND RECEIVABLES DUE FROM CREDIT INSTITUTIONS, NET OF IMPAIRMENTPROVISIONS 40,406 49,3694➤ DUE TO CREDIT INSTITUTIONSIn millions of euros 31 December 2012 31 December 2011On demand accounts 9,840 18,308Borrowings 93,862 119,324Repurchase agreements 8,033 11,522TOTAL DUE TO CREDIT INSTITUTIONS 111,735 149,1545.g CUSTOMER ITEMS➤ LOANS AND RECEIVABLES DUE FROM CUSTOMERSIn millions of euros 31 December 2012 31 December 2011On demand accounts 43,434 38,448Loans to customers 583,469 624,229Repurchase agreements 2,177 1,421Finance leases 27,965 29,694TOTAL LOANS AND RECEIVABLES DUE FROM CUSTOMERS, BEFORE IMPAIRMENT PROVISIONS 657,045 693,792of which doubtful loans 42,453 43,696Impairment of loans and receivables due from customers (note 2.f) (26,525) (27,958)specific provisions (22,213) (23,103)collective provisions (4,312) (4,855)TOTAL LOANS AND RECEIVABLES DUE FROM CUSTOMERS, NET OF IMPAIRMENT PROVISIONS 630,520 665,8341482012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ BREAKDOWN OF FINANCE LEASESIn millions of euros 31 December 2012 31 December 2011Gross investment 31,576 32,614Receivable within 1 year 8,635 8,856Receivable after 1 year but within 5 years 15,753 16,127Receivable beyond 5 years 7,188 7,631Unearned interest income (3,611) (2,920)Net investment before impairment provisions 27,965 29,694Receivable within 1 year 7,757 8,165Receivable after 1 year but within 5 years 13,935 14,636Receivable beyond 5 years 6,273 6,893Impairment provisions (969) (1,062)Net investment after impairment provisions 26,996 28,632➤ DUE TO CUSTOMERSIn millions of euros 31 December 2012 31 December 2011On demand deposits 259,770 254,530Term accounts and short-term notes 212,059 214,056Regulated savings accounts 60,380 54,538Repurchase agreements 7,304 23,160TOTAL DUE TO CUSTOMERS 539,513 546,28442012 Registration document and annual financial report - BNP PARIBAS 149

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements5.h PAST-DUE LOANS, WHETHER IMPAIRED OR NOT, AND RELATED COLLATERAL OR OTHERGUARANTEESThe following table presents the carrying amounts of financial assets that are past due but not impaired and impaired assets and related collateral orother guarantees. The amounts shown are stated before any provision on a portfolio basis.The amounts shown for collateral and other guarantees correspond to the lower of the value of the collateral or other guarantee and the value of thesecured assets.4In millions of eurosTotalMaturities of unimpaired past-due loansUp to 90daysBetween90 daysand 180daysBetween180 daysand 1 yearMorethan 1yearImpairedassets andcommitmentscovered byprovisionsTotal loansandcommitmentsCollateralreceived inrespect ofunimpairedpast-dueloans31 December 2012Collateralreceived inrespect ofimpairedassetsAvailable-for-sale financial assets(excl. variable-income securities) - - - - - 49 49 - -Loans and receivables due fromcredit institutions 125 105 20 - - 487 612 49 318Loans and receivables due fromcustomers 16,438 15,709 605 45 79 20,240 36,678 9,734 11,429Held-to-maturity financial assets - - - - - - - - -Past-due assets, net of individualimpairment provisions 16,563 15,814 625 45 79 20,776 37,339 9,783 11,747Financing commitments given 739 739 72Guarantee commitments given 720 720 376Off-balance sheet nonperformingcommitments, net ofprovisions 1,459 1,459 - 448TOTAL 16,563 15,814 625 45 79 22,235 38,798 9,783 12,195In millions of eurosTotalMaturities of unimpaired past-due loansUp to 90daysBetween90 daysand 180daysBetween180 daysand 1 yearMorethan 1yearImpairedassets andcommitmentscovered byprovisionsTotalloans andcommitmentsCollateralreceived inrespect ofunimpairedpast-dueloans31 December 2011Collateralreceived inrespect ofimpairedassetsAvailable-for-sale financial assets(excl. variable-income securities) - - - - - 72 72 - 2Loans and receivables due fromcredit institutions 501 466 14 5 16 335 836 244 90Loans and receivables due fromcustomers 17,408 16,578 688 114 28 20,533 37,941 10,989 9,691Held-to-maturity financial assets - - - - - 63 63 - -Past-due assets, net of individualimpairment provisions 17,909 17,044 702 119 44 21,003 38,912 11,233 9,783Financing commitments given 559 559 106Guarantee commitments given 1,156 1,156 571Off-balance sheet non-performingcommitments, net of provisions 1,715 1,715 - 677TOTAL 17,909 17,044 702 119 44 22,718 40,627 11,233 10,4601502012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements45.i DEBT SECURITIES AND SUBORDINATED DEBTThis note covers all debt securities in issue and subordinated debt measured at amortised cost and designated at fair value through profit or loss.➤ DEBT SECURITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (NOTE 5.a )Issuer/Issue dateIn millions of eurosCurrencyOriginalamountin foreigncurrency(in millions)Date of callor intereststep-upInterestrateIntereststep-upSubordinationranking (1)Conditionsprecedentfor couponpayment (3)31 December201231 December2011Debt securities 1 40,799 37,987Subordinated debt 1,489 2,393Redeemable subordinated debt(2)2 781 1,283Perpetual subordinated debt 708 1,110Fortis Banque SA Dec. 2007 EUR 3,000 Dec-14 3-monthEuribor+200 bp- 5 A 592 1,025Others - - - - - - 116 85(1) The subordination ranking reflects where the debt stands in the order of priority for repayment against other financial liabilities.(2) After agreement from the banking supervisory authority and at the issuer’s initiative, these debt issues may contain a call provision authorising theGroup to redeem the securities prior to maturity by repurchasing them in the stock market, via public tender offers, or in the case of private placementsover the counter. Debt issued by BNP Paribas SA or foreign subsidiaries of the Group via placements in the international markets may be subjectto early redemption of the capital and early payment of interest due at maturity at the issuer’s discretion on or after a date stipulated in the issueparticulars (call option), or in the event that changes in the applicable tax rules oblige the BNP Paribas Group issuer to compensate debt-holders for theconsequences of such changes. Redemption may be subject to a notice period of between 15 and 60 days, and is in all cases subject to approval by thebanking supervisory authorities.(3) Conditions precedent for coupon payment.A Coupon payments are halted should the issuer have insufficient capital or the underwriters become insolvent or when the dividend declared forAgeas shares falls below a certain threshold .4The perpetual subordinated debt recognised at fair value through profit orloss chiefly consists of an issue by Fortis Banque SA in December 2007 ofConvertible And Subordinated Hybrid Equity-linked Securities (CASHES).The CASHES are perpetual securities but may be exchanged for FortisSA/NV (now Ageas) shares at the holder’s sole discretion at a priceof EUR 23.94. However, as of 19 December 2014, the CASHES will beautomatically exchanged into Fortis SA/NV shares if their price is equalto or higher than EUR 35.91 for twenty consecutive trading days. Theprincipal amount will never be redeemed in cash. The rights of theCASHES holders are limited to the 125, 313, 283 Fortis SA/NV shares thatFortis Bank acquired on the date of issuance of the CASHES and pledgedto them.Fortis SA/NV and Fortis Banque have entered into a Relative PerformanceNote (RPN) contract, the value of which varies contractually so as tooffset the impact on Fortis Banque of the relative difference betweenchanges in the value of the CASHES and changes in the value of theFortis SA/NV shares.On 25 January 2012, Ageas and Fortis Bank signed an agreementconcerning the partial settlement of the RPN and the purchase by FortisBank of all perpetual subordinated debts issued in 2001 for a nominalamount of EUR 1, 000 million (recognised as debt at amortised cost),of which Ageas holds EUR 953 million. The settlement of the RPN andthe purchase of the perpetual subordinated notes issued in 2001 bothdepended on BNP Paribas achieving a minimum success rate of 50% inthe CASHES tender offer.BNP Paribas launched a cash offer for the CASHES, then converted theCASHES acquired into underlying Ageas shares; BNP Paribas receivedcompensation from Ageas, as the RPN mechanism ceased to existproportionally to the CASHES converted.The offer was closed on 30 January with a success rate of 63% at a priceof 47.5%.Following this operation, the net balance of the RPN represents asubordinated liability of EUR 241 million that is eligible to Tier 1 capitalat 31 December 2012.2012 Registration document and annual financial report - BNP PARIBAS 151

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsMaturity schedule of medium and long-term debt securities and redeemable subordinated debt designated at fair value throughprofit or loss with a maturity at issuance of more than one year:Maturity or call option datein millions of euros 2013 2014 2015 2016 2017 2018-2022After2022Total at31 December 2012Medium- and long-termdebt securities 7,226 7,521 7,004 5,403 4,331 5,174 4,140 40,799Redeemable subordinateddebt 20 81 246 17 239 137 41 781TOTAL 7,246 7,602 7,250 5,420 4,570 5,311 4,181 41,5804Maturity or call option datein millions of euros 2012 2013 2014 2015 2016 2017-2021After2021Total at31 December 2011Medium- and long-termdebt securities 8,258 4,809 7,004 5,054 5,155 4,983 2,724 37,987Redeemable subordinateddebt 520 46 85 468 22 92 50 1,283TOTAL 8,778 4,855 7,089 5,522 5,177 5,075 2,774 39,2701522012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ DEBT SECURITIES MEASURED AT AMORTISED COSTIssuer/Issue dateIn millions of eurosCurrencyOriginalamountin foreigncurrency(in millions)Date of callor intereststep-upInterest rateIntereststep-upSubordinationranking (1)Conditionsprecedentfor coupon 31 December 31 Decemberpayment (3)20122011Debt securities 173,198 157,786Debt securities in issue with an initial maturity less than one year 1 83,591 71,213Negotiable debt securities 83,591 71,213Debt securities in issue with an initial maturity of more than one year 1 89,607 86,573Negotiable debt securities 72,294 63,758Bonds 17,313 22,815Subordinated debt 15,223 19,683Redeemable subordinated debt(2)2 12,607 16,165Undated subordinated notes(2)1,461 2,396BNP SA Oct. 85 EUR 305 - TMO -0.25% - 3 B 254 254BNP SA Sept. 86 USD 500 -Fortis Banque SA Sept. 01 EUR 1,000 Sept-11 6.50%6-month Libor+0.075% - 3 C 207 2113 monthEuribor+237 bp 5 D - 1,000Fortis Banque SA Oct. 04 EUR 1,000 Oct-14 4.625%3 monthEuribor+170 bp 5 E 879 814Others - - - - - 121 117Undated subordinated notes 926 893Fortis Banque NV/SA Feb. 08 USD 750 - 8.28% - 5 563 548Fortis Banque NV/SA June 08 EUR 375 - 8.03% - 5 E 363 345Participating notes (4) 222 224BNP SA July 84 EUR 337 -depending onnet incomesubject to aminimum of85% of theTMO rate anda maximumof 130% of theTMO rate - 4 NA 215 220Others - - - - - - - 7 4Expenses and commission, related debt 7 54(1) (2) See reference relating to “ Debt securities at fair value through profit or loss”.(3) Conditions precedent for coupon paymentB Payment of the interest is mandatory, unless the Board of Directors decides to postpone these payments after the Shareholders’ General Meeting hasofficially noted that there is no income available for distribution, where this occurs within the 12 month period preceding the due date for payment ofthe interest. Interest payments are cumulative and are payable in full once dividend payments resume.C Payment of the interest is mandatory, unless the Board of Directors decides to postpone these payments after the Shareholders’ General Meeting inordinary session has validated the decision not to pay out a dividend, where this occurs within the 12 month period preceding the due date for paymentof the interest. Interest payments are cumulative and are payable in full once dividend payments resume. The bank has the option of resumingpayment of interest arrears, even where no dividend is paid out.D Interest is not payable if the coupons exceed the difference between net equity and the amount of the issuer’s share capital and reserves not availablefor distribution.E Coupons are paid in the form of other securities if Tier 1 capital stands at less than 5% of the issuer’s risk-weighted assets .(4) The participating notes issued by BNP SA may be repurchased as provided for in the law of 3 January 1983. Accordingly, during 2012, 32, 000 notes wererepurchased and cancelled. The number of notes in the market is 1, 434, 092 .2012 Registration document and annual financial report - BNP PARIBAS 153

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsIn the fourth quarter of 2011, the bank made a public offer to exchangeredeemable subordinated debt, eligible for inclusion in Tier 2 capital, fornew senior debt. The transaction reduced the outstanding amount ofredeemable subordinated debt by EUR 1, 433 million, and resulted in therecognition of a EUR 41 million gain in net interest income.Maturity schedule of medium and long-term debt securities and redeemable subordinated debt carried at amortised cost with amaturity at issuance of more than one year:Maturity or call option datein millions of euros 2013 2014 2015 2016 2017 2018-2022 After 2022Total at31 December 2012Medium- and long-term debtsecurities 16,914 16,657 14,896 7,359 10,845 18,351 4,585 89,607Redeemable subordinated debt 1,630 1,138 1,196 1,526 4,344 2,535 238 12,607TOTAL 18,544 17,795 16,092 8,885 15,189 20,886 4,823 102,2144Maturity or call option datein millions of euros 2012 2013 2014 2015 2016 2017-2021 After 2021Total at31 December 2011Medium- and long-termdebt securities 16,630 12,994 10,085 12,994 13,569 14,954 5,347 86,573Redeemable subordinateddebt 2,818 1,485 1,125 813 1,902 6,809 1,213 16,165TOTAL 19,448 14,479 11,210 13,807 15,471 21,763 6,560 102,7385.j HELD-TO-MATURITY FINANCIAL ASSETSIn millions of eurosNet31 December 2012 31 December 2011of whichimpairmentlossesNetof whichimpairmentlossesTreasury bills and government bonds 10,127 - 10,394 (223)Other fixed-income securities 157 - 182TOTAL HELD-TO-MATURITY FINANCIAL ASSETS 10,284 - 10,576 (223)At 31 December 2011 the impaired securities were the Greek sovereignbonds held by insurance entities for a gross amount of EUR 286 million.These assets were extinguished on 12 March 2012 with the securitiesexchange described in note 4.Disposals of sovereign debt securities classified as held-to-maturityfinancial assets in 2011 are described in note 4.1542012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements45.k CURRENT AND DEFERRED TAXESIn millions of euros 31 December 2012 31 December 2011Current taxes 790 2,227Deferred taxes 7,871 9,343Current and deferred tax assets 8,661 11,570Current taxes 901 1,893Deferred taxes 2,145 1,596Current and deferred tax liabilities 3,046 3,489➤ CHANGE IN DEFERRED TAX OVER THE PERIOD:In millions of euros Year to 31 Dec. 2012 Year to 31 Dec. 2011NET DEFERRED TAXES AT START OF PERIOD 7,747 7,601Net losses arising from deferred taxes (note 2.g) (363) (687)Changes in deferred taxes linked to changes in value and reversal through profit or loss of changesin value of available-for-sale financial assets, including those reclassified as loans and receivables (2,054) 848Changes in deferred taxes linked to changes in value and reversal through profit or loss of changesin value of hedging derivatives (195) (428)Effect of exchange rate and other movements 591 413NET DEFERRED TAXES AT END OF PERIOD 5,726 7,7474➤ BREAKDOWN OF DEFERRED TAX ASSETS AND LIABILITIES BY NATURE:In millions of euros 31 December 2012 31 December 2011Available-for-sale financial assets, including those reclassified as loans and receivables (365) 1,708Unrealised finance lease reserve (688) (725)Provisions for employee benefit obligations 915 844Provisions for credit risk 2,811 3,607Other items (103) (535)Tax loss carryforwards 3,156 2,848NET DEFERRED TAXES 5,726 7,747Deferred tax assets 7,871 9,343Deferred tax liabilities (2,145) (1,596)Unrecognised deferred tax assets totalled EUR 1, 905 million at31 December 2012 compared with EUR 2, 404 million at 31 December2011.In order to determine the size of the tax loss carryforwards recognised asassets, the Group conducts every year a specific review for each relevantentity based on the applicable tax regime, notably incorporating any timelimit rules, and a realistic projection of their future revenue and chargesin line with their business plan.2012 Registration document and annual financial report - BNP PARIBAS 155

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsEntities with deferred tax assets recognised on tax loss carryforwards of more than EUR 100 million:In millions of euros 31 December 2012Statutory time limiton carryforwardsExpected recoveryperiodFortis Banque SA 2,451 unlimited 9 yearsBNP Paribas London branch 115 unlimited 3 yearsUkrSibbank 105 unlimited 10 yearsOthers 485TOTAL DEFERRED TAX ASSETS RELATING TO TAX LOSSCARRYFORWARDS 3,1565.l ACCRUED INCOME/EXPENSE AND OTHER ASSETS/LIABILITIESIn millions of euros 31 December 2012 31 December 2011Guarantee deposits and bank guarantees paid 52,602 44,832Settlement accounts related to securities transactions 13,005 18,9724Collection accounts 453 792Reinsurers' share of technical reserves 2,827 2,524Accrued income and prepaid expenses 4,982 2,996Other debtors and miscellaneous assets 25,490 23,424TOTAL ACCRUED INCOME AND OTHER ASSETS 99,359 93,540Guarantee deposits received 42,235 40,733Settlement accounts related to securities transactions 12,760 16,577Collection accounts 1,288 1,084Accrued expenses and deferred income 6,338 4,708Other creditors and miscellaneous liabilities 24,070 17,908TOTAL ACCRUED EXPENSES AND OTHER LIABILITIES 86,691 81,010The movement in “Reinsurers’ share of technical reserves” breaks down as follows:In millions of euros 31 December 2012 31 December 2011REINSURERS' SHARE OF TECHNICAL RESERVES AT START OF PERIOD 2,524 2,495Increase in technical reserves borne by reinsurers 3,470 1,463Amounts received in respect of claims and benefits passed on to reinsurers (3,166) (1,412)Effect of changes in exchange rates and scope of consolidation (1) (22)REINSURERS' SHARE OF TECHNICAL RESERVES AT END OF PERIOD 2,827 2,5241562012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements45.m INVESTMENTS IN ASSOCIATESAssociates for which the Group’s share of the equity value is above EUR 100 million at 31 December 2012 are listed below.In millions of euros 31 December 2012 31 December 2011Retail Banking 1,341 1,269of which Bank of Nanjing 463 362of which Carrefour Banque 265 248of which Servicios Financieros Carrefour EFC SA 136 112of which Carrefour Promotora de Vendas e Participaçoes - 140Investment Solutions 2,296 1,665of which AG Insurance 1,455 957of which BNP Paribas Cardif Emeklilik Anonim Sirketi 121 137Corporate and Investments Banking 817 489of which Verner Investments 341 354of which BNP Paribas Securities (Japan) Ltd 270 -Other Activities 2,586 1,051of which Klépierre 1,096 -of which Erbe 1,027 967of which SCI Scoo 275 -of which SCI Portes de Claye 118 -INVESTMENTS IN ASSOCIATES 7,040 4,47442012 Registration document and annual financial report - BNP PARIBAS 157

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsThe following table gives financial data for the Group’s main associates:4In millions of eurosFinancialreportingstandards Total assets Net revenueNet incomeattributable toequity holdersAG Insurance (2) Local Gaap 58,147 6,113 ( 384)Bank of Nanjing (2) Local Gaap 34,502 830 357BNP Paribas Cardif Emeklilik Anonim Sirketi (2) IFRS Gaap 361 ( 5 ) ( 10 )BNP Paribas Securities (Japan) Ltd. (2) Local Gaap 309 79 519Carrefour Banque (2) Local Gaap 4,674 365 63Erbe (2) Local Gaap 2,372 - 41Klépierre (2) Local Gaap 7,561 267 240SCI Scoo (2) Local Gaap 409 33 33SCI Portes de Claye (1) Local Gaap 267 - 4Servicios Financieros Carrefour EFC SA (2) Local Gaap 1,282 203 59Verner Investissements (1) IFRS Gaap 6,353 347 39(1) Data relating to 31 December 2012.(2) Data relating to 31 December 2011 .5.n PROPERTY, PLANT, EQUIPMENT AND INTANGIBLE ASSETS USED IN OPERATIONS,INVESTMENT PROPERTYIn millions of eurosGross valueAccumulateddepreciation,amortisation andimpairment31 December 2012 31 December 2011CarryingamountGross valueAccumulateddepreciation,amortisation andimpairmentCarryingamountINVESTMENT PROPERTY 1,199 (272) 927 13,621 (2,177) 11,444Land and buildings 6,997 (1,460) 5,537 6,857 (1,339) 5,518Equipment, furniture and fixtures 6,519 (4,200) 2,319 6,614 (4,092) 2,522Plant and equipment leased aslessor under operating leases 12,762 (4,157) 8,605 12,964 (4,256) 8,708Other property, plant and equipment 1,780 (922) 858 2,334 (804) 1,530PROPERTY, PLANT AND EQUIPMENT 28,058 (10,739) 17,319 28,769 (10,491) 18,278Purchased software 2,543 (1,978) 565 2,410 (1,814) 596Internally-developed software 2,890 (1,992) 898 2,705 (1,920) 785Other intangible assets 1,602 (480) 1,122 1,542 (451) 1,091INTANGIBLE ASSETS 7,035 (4,450) 2,585 6,657 (4,185) 2,472The decrease of the carrying amount of investment property and otherproperties, plant and equipment is due to the loss of control over Klépierreat the end of the first quarter 2012 (note 8.d).The estimated fair value of investment property accounted for atamortised cost at 31 December 2012 is EUR 1, 087 million, comparedwith EUR 16, 900 million at 31 December 2011.Investment propertyLand and buildings leased by the Group as lessor under operating leases,and land and buildings held as investments in connection with lifeinsurance business, are recorded in “Investment property”.1582012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Operating leasesOperating leases and investment property transactions are in certain cases subject to agreements providing for the following minimum future payments:In millions of euros 31 December 2012 31 December 2011Future minimum lease payments receivable under non-cancellable leases 5,352 8,248Payments receivable within 1 year 2,404 3,203Payments receivable after 1 year but within 5 years 2,839 4,624Payments receivable beyond 5 years 109 421Future minimum lease payments receivable under non-cancellable leasescomprise payments that the lessee is required to make during the leaseterm.The decrease of the future minimum lease payments receivable is dueto the loss of control over Klépierre at the end of the first quarter 2012(note 8.d).Intangible assetsOther intangible assets include leasehold rights, goodwill and trademarksacquired by the Group.Depreciation, amortisation and impairmentNet depreciation and amortisation expense for the year ended31 December 2012 was EUR 1, 546 million, compared withEUR 1, 491 million for the year ended 31 December 2011.The net decrease in impairment losses on property, plant, equipmentand intangible assets taken to the profit and loss account in the yearended 31 December 2012 amounted to EUR 3 million, compared witha net increase of EUR 17 million for the year ended 31 December 2011.45.o GOODWILLIn millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011CARRYING AMOUNT AT START OF PERIOD 11,406 11,324Acquisitions 2 341Divestments (240) (157)Impairment losses recognised during the period (493) (173)Translation adjustments (89) 53Other movements 5 18CARRYING AMOUNT AT END OF PERIOD 10,591 11,406Gross value 11,750 12,082Accumulated impairment recognised at the end of period (1,159) (676)2012 Registration document and annual financial report - BNP PARIBAS 159

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsGoodwill by core business is as follows:4In millions of eurosGoodwill31 December2012Carrying amount Impairment losses recognised Acquisitions of the period31 December2011Year to31 Dec. 2012Year to31 Dec. 2011Year to31 Dec. 2012Year to31 Dec. 2011Retail Banking 8,361 8,962 (486) (172) - 216Arval 316 310 - - - -BancWest 3,782 3,852 - - - -French & Belgi an Retail Banking 59 77 - - - 9Italian Retail Banking 1,400 1,698 (298) - - -Europe-Mediterranean 295 287 - - - 199Leasing Solutions 147 232 (80) - - 7Personal Finance 1,950 2,093 (108) (172) - 1Personal Investors 412 413 - - - -Investment Solutions 1,584 1,544 - - 2 125Insurance 259 258 - - - 120Investment Partners 251 248 - - - -Real Estate 351 348 - - 2 5Securities Services 372 365 - - - -Wealth Management 351 325 - - - -Corporate and Investment Banking 643 657 (7) - - -Other Activities 3 243 - (1) - -TOTAL GOODWILL 10,591 11,406 (493) (173) 2 341Negative goodwill 3 67CHANGE IN VALUE OF GOODWILL (490) (106)Goodwill impairment tests are based on three different methods:observation of transactions related to comparable businesses, share pricedata for listed companies with comparable businesses, and discountedfuture cash flows (DCF).If one of the two comparables-based methods indicates the need forimpairment, the DCF method is used to validate the results and determinethe amount of impairment required.The DCF method is based on a number of assumptions in terms of futurerevenues, expenses and cost of risk. These parameters are taken frommedium-term business plans for the first three years, extrapolated overa sustainable growth period of ten years, representing the duration ofthe economic cycle to which the banking industry is sensitive, and thenin perpetuity, based on sustainable growth rates up to ten years and theinflation rate thereafter, for each business line.The key parameters which are sensitive to the assumptions made are thecost/income ratio, the sustainable growth rate and the cost of capital.Cost of capital is determined on the basis of a risk-free rate, an observedmarket risk premium weighted by a risk factor based on comparablesspecific to each homogeneous group of businesses. The sustainablegrowth rates used are obtained from external market sources and ifnecessary are revised down according to management expectations. Thecost/income ratio is based on the structure specific to each homogeneousgroup of businesses.The following table shows the sensitivity of cash generating unit valuationsto changes in the value of parameters used in the DCF calculation. Thecost of capital, cost/income ratio and sustainable 10- year growth rateare specific to each business. The growth rate beyond 10 years is set at2% for all businesses, which is a conservative rate in view of inflationrates in most countries in which the Group operates.Lastly, allocated capital is determined for each homogeneous group ofbusinesses based on the Core Tier One regulatory requirements for thelegal entity to which the homogeneous group of businesses belongs,with a minimum of 7%.In 2012, considering in particular the expected increase in the Bank ofItaly capital requirement (local Core Equity Tier One increased from 7% to8%), the Group recognised a EUR 298 million impairment of the goodwillallocated to the BNL bc homogeneous group.1602012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ SENSITIVITY OF THE MAIN GOODWILL VALUATIONS TO A 10-BASIS POINT CHANGE IN THE COST OF CAPITAL AND A1% CHANGE IN THE COST/INCOME RATIO AND IN THE SUSTAINABLE GROWTH RATEIn millions of euros BNL bc BancWestPersonal Finance(excluding specificCGU)Cost of capital 10.2% 8.3% 10.5%Adverse change (+10 basis points) (98) (152) (114)Positive change (-10 basis points) 100 157 116Cost/income ratio 53.3% 61.6% 46.0%Adverse change (+1%) (226) (276) (339)Positive change (-1%) 226 276 339Sustainable growth rate 5.0% (1) 5.0% 5.0%Adverse change (-1%) (232) (1) (254) (779)Positive change (+1%) 240 (1) 267 820(1) From 2018 .For the BancWest and Personal Finance (excluding specific CGU) cash generating units, there are no grounds for goodwill writedowns even if the threemost adverse scenarios contained in the table are applied to the impairment test.45.p TECHNICAL RESERVES OF INSURANCE COMPANIESIn millions of euros 31 December 2012 31 December 2011Liabilities related to insurance contracts 131,070 122,494Gross technical reservesUnit-linked contracts 42,241 39,550Other insurance contracts 88,829 82,944Liabilities related to financial contracts with discretionary participation feature 10,424 10,564Policyholders' surplus reserve - liability 6,498 -TOTAL TECHNICAL RESERVES OF INSURANCE COMPANIES 147,992 133,058Policyholders' surplus reserve - asset (1) - (1,247)Liabilities related to unit-linked financial contracts (2) 1,298 1,340Liabilities related to general fund financial contracts 25 45TOTAL LIABILITIES RELATED TO CONTRACTS WRITTEN BY INSURANCE COMPANIES 149,315 133,196(1) The policyholders’ loss asset is presented under “other debtors and miscellaneous assets”.(2) Liabilities related to unit-linked financial contracts are included in “Due to customers” (note 5.g).The policyholders’ surplus reserve arises from the application of shadowaccounting. It represents the interest of policyholders within French andItalian life insurance subsidiaries in unrealised gains and losses andimpairment losses on assets where the benefit paid under the policyis linked to the return on those assets. It is obtained from stochasticcalculations modelling the unrealised gains and losses attributable topolicyholders based on economic scenarios and assumptions as regardsrates paid to customers and new business inflows. For France, thisresulted in an interest of 90% in 2012, unchanged from 2011.The application of these models led to recognise a policyholders’ surplusliability in 2012, whilst market conditions in the second half of 2011 hadled to the recognition of an asset, representing policyholders’ share ofunrealised losses and writedowns on the portfolio of financial assetswhich are taken to income or directly to equity depending on theiraccounting category.2012 Registration document and annual financial report - BNP PARIBAS 161

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsThe movement in liabilities related to insurance contracts breaks down as follows:In millions of eurosYear to31 Dec. 2012Year to31 Dec. 2011LIABILITIES RELATED TO CONTRACTS AT START OF PERIOD 133,196 116,409Additions to insurance contract technical reserves and deposits taken on financial contracts relatedto life insurance 30,801 11,895Claims and benefits paid (18,177) (12,407)Contracts portfolio disposals - (92)Effect of changes in the scope of consolidation (6) 18,984Effect of movements in exchange rates 140 4Effect of changes in value of admissible investments related to unit-linked business 3,361 (1,597)LIABILITIES RELATED TO CONTRACTS AT END OF PERIOD 149,315 133,196See note 5.l for details of reinsurers’ share of technical reserves.45.q PROVISIONS FOR CONTINGENCIES AND CHARGESProvisions for contingencies and chargesIn millions of euros 31 December 2012 31 December 2011Provisions for employee benefits 5,985 6,019of which post-employment benefit (note 7.b) 4,334 4,398of which post-employment healthcare benefits (note 7.b) 123 116of which provision for other long-term benefits (note 7.c) 1,058 972of which provision for volu ntary departure, early retirement plans, and headcount adaptation plan(note 7.d) 470 533Provisions for home savings accounts and plans 142 233Provisions for off-balance sheet commitments (note 2.f) 976 991Provisions for litigations 1,683 1,448Other provisions for contingencies and charges 2,176 1,789TOTAL PROVISIONS FOR CONTINGENCIES AND CHARGES 10,962 10,480In millions of euros 31 December 2012 31 December 2011TOTAL PROVISIONS AT START OF PERIOD 10,480 10,311Net additions to provisions 1,141 376Provisions used (1,102) (1,260)Effect of movements in exchange rates and other movements 443 1,053TOTAL PROVISIONS AT END OF PERIOD 10,962 10,4801622012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Provisions for regulated savings product risks➤ DEPOSITS, LOANS AND SAVINGSIn millions of euros 31 December 2012 31 December 2011Deposits collected under home savings accounts and plans 14,946 14,699of which deposits collected under home savings plans 12,076 11,846Aged more than 10 years 5,374 5,897Aged between 4 and 10 years 4,491 3,290Aged less than 4 years 2,211 2,659Outstanding loans granted under home savings accounts and plans 379 438of which loans granted under home savings plans 76 96Provisions and discount recognised for home savings accounts and plans 152 243of which discount recognised for home savings accounts and plans 10 10of which provisions recognised for home savings accounts and plans 142 233of which provisions recognised for plans aged more than 10 years 65 65of which provisions recognised for plans aged between 4 and 10 years 28 91of which provisions recognised for plans aged less than 4 years 31 68of which provisions recognised for home savings accounts 18 94➤ CHANGE IN PROVISIONSIn millions of eurosProvisions recognised -home savings plansYear to 31 Dec. 2012 Year to 31 Dec. 2011Provisions recognised -home savings accountsProvisions recognised -home savings plansProvisions recognised -home savings accountsTOTAL PROVISIONS AT START OFPERIOD 224 19 203 23Additions to provisions duringthe period - 9 21 -Provision reversals during theperiod (100) - - (4)TOTAL PROVISIONS AT END OFPERIOD 124 28 224 19The reversal recognised in 2012 was due primarily to a revision of the provision calculation model and, in particular, the method of determining thereference rates, which has been adapted to take account of current liquidity pricing conditions for products offered to individual customers (see note 1.c.2).2012 Registration document and annual financial report - BNP PARIBAS 163

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements5.r TRANSFERS OF FINANCIAL ASSETSFinancial assets that have been transferred but not derecognised by the Group are mainly composed of securities sold temporarily under repurchaseagreements or securities lending transactions, as well as securitised assets. The liabilities associated to securities temporarily sold under repurchaseagreements consist of debts recognised under the “repurchase agreements” heading. The liabilities associated to securitised assets consist of thesecuritisation notes purchased by third parties.Securities lending and repurchase agreements:In millions of euros, at 31 December 2012SECURITIES LENDING OPERATIONSCarrying amountof transferred assetsSecurities at fair value through profit or loss 3,270REPURCHASE AGREEMENTSCarrying amountof associated liabilitiesSecurities at fair value through profit or loss 52,604 51,915Securities classified as loans and receivables 957 888Available-for-sale financial assets 9,422 9,423TOTAL 66,253 62,2264Securitisation transactions partially refinanced by external investors, whose recourse is limited to the transferred assets:In millions of euros, at 31 December 2012SECURITISATIONCarrying amountof transferredassetsCarrying amountof associatedliabilitiesFair value oftransferred assetsFair value ofassociatedliabilitiesNet positionSecurities at fair value through profit231 217 231 217or loss14Loans and receivables 11,447 8,997 11,487 8,915 2,572Available-for-sale financial assets 283 305 262 283 (21)TOTAL 11,961 9,519 11,980 9,415 2,565There have been no significant transfers leading to partial or full derecognition of the financial assets where the Bank has a continuing involvementin them.1642012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Note 6FINANCING COMMITMENTS AND GUARANTEE COMMITMENTS6.a FINANCING COMMITMENTS GIVEN OR RECEIVEDContractual value of financing commitments given and received by the Group:In millions of euros 31 December 2012 31 December 2011Financing commitments givento credit institutions 48,628 27,291to customers 215,656 226,007Confirmed letters of credit 176,355 199,706Other commitments given to customers 39,301 26,301TOTAL FINANCING COMMITMENTS GIVEN 264,284 253,298Financing commitments receivedfrom credit institutions 119,722 119,719from customers 6,036 6,781TOTAL FINANCING COMMITMENTS RECEIVED 125,758 126,50046.b GUARANTEE COMMITMENTS GIVEN BY SIGNATUREIn millions of euros 31 December 2012 31 December 2011Guarantee commitments givento credit institutions 11,829 14,920to customers 79,860 91,176Property guarantees 1,054 1,783Sureties provided to tax and other authorities, other sureties 44,283 50,975Other guarantees 34,523 38,418TOTAL GUARANTEE COMMITMENTS GIVEN 91,689 106,0966.c OTHER GUARANTEE COMMITMENTS➤ FINANCIAL INSTRUMENTS GIVEN AS COLLATERALIn millions of euros 31 December 2012 31 December 2011Financial instruments (negotiable securities and private receivables) lodged with central banks andeligible for use at any time as collateral for refinancing transactions after haircut 99,499 91,231Used as collateral with central banks 42,201 48,582Available for refinancing transactions 57,298 42,649Securities sold under repurchase agreements 238,734 239,813Other financial assets pledged as collateral for transactions with credit institutions, financialcustomers or subscribers of covered bonds issued by the Group (1) 149,237 119,703(1) Notably including “ Société de Financement de l’Économie Française” and “Caisse de Refinancement de l’Habitat” financing .Financial instruments given as collateral by the Group that the beneficiary is authorised to sell or reuse as collateral amounted to EUR 328, 024 millionat 31 December 2012 (EUR 336, 757 million at 31 December 2011).2012 Registration document and annual financial report - BNP PARIBAS 165

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ FINANCIAL INSTRUMENTS RECEIVED AS COLLATERALIn millions of euros 31 December 2012 31 December 2011Financial instruments received as collateral (excluding repurchase agreements) 71,671 68,705of which instruments that the Group is authorised to sell and reuse as collateral 32,140 30,509Securities received under repurchase agreements 174,474 195,530The financial instruments received as collateral or under repurchase agreements that the Group effectively sold or reused as collateral amounted toEUR 156, 718 million at 31 December 2012 (compared with EUR 144, 791 million at 31 December 2011).Note 7SALARIES AND EMPLOYEE BENEFITS47.a SALARY AND EMPLOYEE BENEFIT EXPENSESIn millions of euros Year to 31 Dec. 2012 Year to 31 Dec. 2011Fixed and variable remuneration, incentive bonuses and profit-sharing 11,209 10,844Retirement bonuses, pension costs and social security taxes 3,563 3,724Payroll taxes 483 435TOTAL SALARY AND EMPLOYEE BENEFIT EXPENSES 15,255 15,0037.b POST-EMPLOYMENT BENEFITSIAS 19 distinguishes between two categories of plans, each handleddifferently depending on the risk incurred by the entity. When the entityis committed to paying a fixed amount, stated as a percentage of thebeneficiary’s annual salary, for example, to an external entity handlingpayment of the benefits based on the assets available for each planmember, it is described as a defined contribution plan. Conversely, whenthe entity’s obligation is to manage the financial assets funded throughthe collection of contributions from employees and to bear the cost ofbenefits itself or to guarantee the final amount subject to future events,it is described as a defined-benefit plan. The same applies, if the entityentrusts management of the collection of premiums and payment ofbenefits to a separate entity, but retains the risk arising from managementof the assets and from future changes in the benefits.Pension plans and other post-employmentbenefitsThe BNP Paribas Group has implemented over the past few years a widecampaign of converting defined-benefit plans into defined -contributionplans.In France, for example, the BNP Paribas Group pays contributions tovarious nationwide basic and top-up pension schemes. BNP Paribas SAand certain subsidiaries have set up a funded pension plan under acompany-wide agreement. Under this plan, employees will receive anannuity on retirement in addition to the pension paid by nationwideschemes.In addition, since defined benefit plans have been closed to newemployees in most countries outside France, they are offered the benefitof joining defined contribution pension plans.The amount paid into defined-contribution post-employment plansin France and other countries for the year to 31 December 2012was EUR 531 million, compared with EUR 511 million for the year to31 December 2011.Defined-benefit pension plans for Group entitiesIn France, BNP Paribas pays a top-up banking industry pension arisingfrom rights acquired to 31 December 1993 by retired employees at thatdate and active employees in service at that date. The residual pensionobligations are covered by a provision in the consolidated financialstatements or are transferred to an insurance company outside theGroup. The defined-benefit plans previously granted to Group executivesformerly employed by BNP, Paribas or Compagnie Bancaire have all beenclosed and converted into top-up type schemes. The amounts allocated tothe beneficiaries, subject to their presence within the Group at retirement,were fixed when the previous schemes were closed. These pension planshave been funded through insurance companies. The fair value of therelated plan assets in these companies’ balance sheets breaks down as83.7% bonds, 6.8% equities and 9.5% property assets.1662012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4In Belgium, BNP Paribas Fortis provides a defined-benefit plan for itsemployees and middle managers who joined the bank before its pensionplans were harmonised on 1 January 2002, based on final salary andthe number of years’ service. The obligation is partially funded throughAG Insurance, in which the BNP Paribas Group owns an 18.7% interest.BNP Paribas Fortis’ senior managers have a pension plan that provides alump sum based on the number of years of service and final salary, whichis partially funded through AXA Belgium and AG Insurance.Under Belgian and Swiss law, the employer is responsible for aguaranteed minimum return on defined-contribution plans. As a resultof this obligation, these plans are classified as defined-benefit plans.Defined-benefit pension plans remain in place in certain countries, butare generally closed to new members. They are based either on thevesting of a pension linked to the employee’s final salary and length ofservice (United Kingdom) or on the annual vesting of rights to a lumpsum expressed as a percentage of annual salary and paying interest at apredefined rate (United States). Some plans are top-up schemes linked tostatutory pensions (Norway). Some plans are managed by an insurancecompany (Netherlands), a foundation (Switzerland) or by independentfunds (United Kingdom).In Turkey, the pension plan replaces the national pension scheme and ismeasured based on the terms of transfer to the Turkish state.Obligations under defined benefit plansThis plan is fully funded by financial assets held with an externalfoundation.On 31 December 2012, Belgium, the United Kingdom, the United States,Switzerland and Turkey represented 91% of the total gross defined-benefitobligations outside France. The fair value of the related plan assets wassplit as follows: 59% bonds, 17% equities, 24% other financial instruments(including 11% in insurance contracts).Other post-employment benefitsGroup employees also receive various other contractual post-employmentbenefits, such as indemnities payable on retirement. BNP Paribas’obligations for these benefits in France are funded through a contractheld with a third-party insurer. In other countries, the gross obligations ofthe Group are mainly concentrated in Italy (80%), where pension reformschanged Italian termination indemnity schemes (TFR) into definedcontributionplans effective from 1 January 2007. Rights vested up to31 December 2006 continue to be qualified as defined-benefit obligations.Post-employment healthcare plansIn France, BNP Paribas has no longer any obligation in relation tohealthcare benefits for its retired employees. Several healthcare benefitplans for retired employees exist in other countries, mainly in the UnitedStates and Belgium.4➤ ASSETS AND LIABILITIES RECOGNISED ON THE BALANCE SHEETPost-employment benefitsPost-employment healthcare benefitsIn millions of euros31 December 2012 31 December 2011 31 December 2012 31 December 2011Present value of defined benefit obligation 8,662 8,351 147 121Defined benefit obligation arising from wholly or partiallyfunded plans 7,761 7,517 - -Defined benefit obligation arising from wholly unfundedplans 901 834 147 121Fair value of plan assets (4,148) (3,798) - -Fair value of reimbursement rights (1) (2,639) (2,463) - -Cost not yet recognised in accordance with IAS 19 (546) (407) (24) (5)Prior service costs (153) (164) - 1Net actuarial gains/(losses) (393) (243) (24) (6)Effect of asset ceiling 209 91 - -NET OBLIGATION RECOGNISED IN THE BALANCE SHEETFOR DEFINED-BENEFIT PLANS 1,538 1,774 123 116Asset recognised in the balance sheet for defined-benefitplans (2,796) (2,624) - -of which net assets of defined-benefit plans (157) (161) - -of which fair value of reimbursement rights (2,639) (2,463) - -Obligation recognised in the balance sheet for definedbenefitplans 4,334 4,398 123 116(1) The reimbursement rights are principally found on the balance sheet of the Group’s insurance subsidiaries notably AG Insurance with respect to BNPParibas Fortis’ defined-benefit plan to hedge its commitments to other Group entities that were transferred to them to cover the post-employmentbenefits of certain employee categories .2012 Registration document and annual financial report - BNP PARIBAS 167

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ CHANGE IN THE PRESENT VALUE OF THE DEFINED BENEFIT OBLIGATION4In millions of eurosYear to31 Dec. 2012Post-employment benefitsYear to31 Dec. 2011Post-employment healthcare benefitsYear to31 Dec. 2012Year to31 Dec. 2011PRESENT VALUE OF DEFINED BENEFIT OBLIGATION ATSTART OF PERIOD 8,351 8,052 121 114Current service cost 311 300 3 3Interest cost 310 320 5 5Plan amendments (2) (8) 2 1Curtailments or settlements (73) (97) - (1)Actuarial (gains)/losses on obligation 284 210 22 3Actual employee contributions 30 30 - -Benefits paid directly by employer (130) (145) (4) (5)Benefits paid from assets/reimbursement rights (380) (297) - -Exchange rate (gains)/losses on obligation 31 23 (1) 2Consolidation variation (gains)/losses on obligation (71) (37) - -Others 1 - (1) (1)PRESENT VALUE OF DEFINED BENEFIT OBLIGATION ATEND OF PERIOD 8,662 8,351 147 121➤ CHANGE IN THE FAIR VALUE OF PLAN ASSETSIn millions of eurosYear to31 Dec. 2012Post-employment benefitsYear to31 Dec. 2011FAIR VALUE OF PLAN ASSETS AT START OF PERIOD 3,798 3,889Expected return on plan assets 179 188Settlements (19) (55)Actuarial gains/(losses) on plan assets 112 (49)Actual employee contributions 21 21Employer contributions 292 127Benefits paid from plan assets (211) (138)Exchange rate gains/(losses) on plan assets 32 (31)Consolidation variation gains/(losses) on plan assets (53) (155)Others (3) 1FAIR VALUE OF PLAN ASSETS AT END OF PERIOD 4,148 3,798Healthcare benefit plans are not funded plans.1682012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ CHANGE IN THE FAIR VALUE OF REIMBURSEMENT RIGHTSIn millions of eurosYear to31 Dec. 2012Post-employment benefitsYear to31 Dec. 2011FAIR VALUE OF REIMBURSEMENT RIGHTS AT START OF PERIOD 2,463 2,366Expected return on reimbursement rights 97 92Settlements - -Actuarial gains on reimbursement rights 124 1Actual employee contributions 10 9Employer contributions 146 111Benefits paid from reimbursement rights (169) (159)Exchange rate gains/(losses) on reimbursement rights - 3Consolidation variation gains/(losses) on reimbursement rights (32) 41Others - (1)FAIR VALUE OF REIMBURSEMENT RIGHTS AT END OF PERIOD 2,639 2,463Healthcare benefit plans are not funded plans.4➤ COMPONENTS OF THE COST OF DEFINED-BENEFIT PLANSIn millions of eurosYear to31 Dec. 2012Post-employment benefitsYear to31 Dec. 2011Post-employment healthcare benefitsYear to31 Dec. 2012Year to31 Dec. 2011CURRENT SERVICE COST 311 300 3 3Interest cost 310 320 5 5Expected return on plan assets (179) (188) - -Expected return on reimbursement rights (97) (92) - -Amortization of actuarial (gains)/losses (86) 62 3 -Amortization of prior service costs 9 5 1 -(Losses)/gains on curtailments or settlements (65) (39) - (1)Effect of asset ceiling 135 (32) - -Others 1 (2) - -TOTAL EXPENSE RECOGNISED IN PROFIT AND LOSS 339 334 12 7Method used to measure obligationsDefined-benefit plans are valued by independent firms using actuarialtechniques, applying the projected unit credit method, in order todetermine the expense arising from rights vested by employees andbenefits payable to retired employees. The demographic and financialassumptions used to estimate the present value of these obligations andof plan assets take into account economic conditions specific to eachcountry and Group company.Obligations under post-employment healthcare benefit plans aremeasured using the specific mortality tables applicable in eachcountry and healthcare cost trend assumptions. These assumptions,which are derived from historical data, take into account expectationsabout healthcare benefit costs, including expected trend in the cost ofhealthcare benefits and expected inflation.2012 Registration document and annual financial report - BNP PARIBAS 169

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsPrincipal actuarial assumptions used to calculate postemploymentbenefit obligations (excluding post-employmenthealthcare benefits)The Group discounts its obligations using the yields of high qualitycorporate bonds issued in the relevant currency zone, with a termconsistent with the duration of the obligations. Until 31 December2011, the Group used the sovereign bonds yields for the E uro zone(iBoxx Eurozone index). In 2012, this index was higher than the AA ratedcorporate bonds yields, prompting the Group to adopt the generally usedAA rated corporate bonds benchmark (iBoxx Euro index). The change ofbenchmark led to an increase of EUR 238 million in the Group obligations,with no impact on the financial statements at 31 December 2012, giventhe mechanism for deferred recognition of actuarial gains and lossesdescribed below.The rates used are as follows:In %France31 December 2012 31 December 2011Eurozoneexcl. France UK USA FranceE uro zoneexcl. France UK USADiscount rate 1.42%-2.69% 2.03%-2.69% 4.00% 3.90% 3.14%-4.64% 3.30%-4.70% 3.50% 4.50%Rate of compensationincrease (1) 2.60%-3.60% 2.00%-3.90% 2.00%-4.25% 4.00% 3.00%-4.50% 2.00%-4.65% 2.00%-4.50% 4.00%(1) Including price increases (inflation ).4Actual rate of return on plan assets and reimbursement rights over the periodThe expected return on plan assets is determined by weighting the expected return on each asset class by its respective contribution to the fair valueof total plan assets.In %FranceYear to 31 Dec. 2012 Year to 31 Dec. 2011Eurozoneexcl. France UK USA FranceE uro zoneexcl. France UK USAExpected return on planassets and reimbursementrights (1) 3.55% 2.27%-3.92% 3.40%-6.10% 3.00%-6.00% 3.90% 3.25%-4.70% 3.00%-6.20% 4.50%-6.00%Actual return on planassets and reimbursementrights (1) 3.70% 2.00%-19.00% 4.78%-10.00% 8.00%-14.00% 3.68% 1.00%-6.40% 2.80%-7.40% 1.00%-5.00%(1) Range of values, reflecting the existence of several plans within a single country or geographical or monetary zone .Actuarial gains and lossesActuarial gains and losses reflect increases or decreases in thepresent value of a defined benefit obligation or in the fair value of thecorresponding plan assets. Actuarial gains and losses resulting from thechange in the present value of a defined benefit plan obligation arethe cumulative effect of experience adjustments (differences betweenprevious actuarial assumptions and actual occurrences) and the effectsof changing actuarial assumptions.BNP Paribas applies the “corridor” approach permitted in IAS 19, whichspecifies that recognition of actuarial gains and losses is deferred whenthey do not exceed 10% of the greater of the i) obligation and ii) value ofthe plan assets. The “corridor” is calculated separately for each definedbenefitplan. Where this limit is breached, the exceeding portion ofcumulative actuarial gains and losses is amortised in the profit and lossaccount over the remaining life of the plan.1702012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The following table shows the actuarial gains and losses:Post-employment benefitsIn millions of euros31 December 2012 31 December 2011CUMULATIVE UNRECOGNISED ACTUARIAL LOSSES (393) (243)NET ACTUARIAL LOSSES GENERATED OVER THE PERIOD (48) (258)of which actuarial (losses)/gains on plan assets or reimbursement rights 236 (51)of which actuarial losses from changes in actuarial assumptions on obligation (393) (275)of which experience gains on obligation 109 687.c OTHER LONG-TERM BENEFITSBNP Paribas offers its employees various long-term benefits, mainlylong-service awards, the ability to save up paid annual leave in timesavings accounts, and certain guarantees protecting them in the eventthey become incapacitated.pursuant to special regulatory frameworks. Under these plans, paymentis deferred over time and is subject to the performance achieved by thebusiness lines, divisions and Group.As part of the Group’s variable compensation policy, annual deferredcompensation plans are set up for certain high-performing employees or4In millions of euros 31 December 2012 31 December 2011Net provisions for the long-term benefits 956 864Asset recognised in the balance sheet under the other long-term benefits (102) (108)Obligation recognised in the balance sheet under the other long-term benefits 1,058 9727.d TERMINATION BENEFITSBNP Paribas has implemented a number of voluntary redundancy plansand headcount adaptation plan for employees who meet certain eligibilitycriteria. The obligations to eligible active employees under such plansare provided for where the plan is the subject of a bilateral agreementor a draft bilateral agreement.In millions of euros 31 December 2012 31 December 2011Provision for volontary departure, early retirement plans, and headcount adaptation plan 470 5332012 Registration document and annual financial report - BNP PARIBAS 171

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements47.e SHARE-BASED PAYMENTSShare-based loyalty, compensation andincentive schemesBNP Paribas has set up several share-based payment schemes for certainemployees:■ a Global Share-Based Incentive Plan including:■■performance shares plans,stock subscription or purchase option plans;■ deferred share price-linked, cash-settled long term compensationplans, mainly for employees whose activities are likely to have animpact on the Group’s risk exposure.Global Share-Based Incentive PlanUntil 2005, various stock option plans were granted to Group employeesby BNP Paribas and BNL, under successive authorisations given byShareholders’ Meetings.In 2006, BNP Paribas set up a Global Share-Based Incentive Plan for someGroup employees, including stock options and performance share awards.The aim of the Plan was to actively involve various categories of managersin creating value for the Group, and thereby encouraging the convergenceof their interests with those of the Group’s shareholders. The managersselected for these plans represent the Group’s best talent, including thenext generation of leaders: senior managers, managers in key positions,line managers and technical experts, high-potential managers, highperformingyoung managers with good career development prospects,and major contributors to the Group’s results.The option exercise price under these plans is determined at the time ofissuance and no discount is offered. Since the 2005 plan, the life of theoptions granted has been reduced to 8 years.Until 2008, the vesting period for performance share plans was 2 or 4years depending on the case. Performance shares awarded since 2009vest after a period of 3 or 4 years, depending on the case and provided theemployee is still a member of the Group. The compulsory holding periodfor performance shares is two years for French employees.Since 2010, the conditional portion granted is set at 100% of the totalaward for members of the BNP Paribas Group Executive Committee andsenior managers and 20% for other beneficiaries.The performance condition for the contingent portion of performanceshares awarded up to 2011 is based on earnings per share.In 2012, only performance shares were awarded. The performancecondition has been revised and is now similar to the one used in the pastfor stock option plans, in other words, performance of the BNP Paribasshare relative to the Dow Jones Euro Stoxx Bank index.Under stock option plans set up between 2003 and 2011, the performancecondition was not fully met on six of twenty-seven occasions and theadjustments described above were therefore implemented. Underperformance share plans awarded since 2009, the performance conditionwas not met on one of seven occasions and the relevant contingentportion therefore lapsed.All unexpired plans settle in subscription or purchase of BNP Paribasshares.Deferred share price-linked, cash-settledcompensation plansAs part of the Group’s variable remuneration policy, deferred annualcompensation plans offered to certain high-performing employees or setup pursuant to special regulatory frameworks may entitle beneficiariesto variable compensation settled in cash but linked to the share price,payable over several years.As of 2009, variable compensation for employees, subject tospecial regulatory frameworks.Since the publication of the Decree by the French ministry of finance on13 December 2010, the variable compensation plan applies to Groupemployees performing activities that may have a material impact onthe Group’s risk profile. The scope of application was more restricted in2009, as it primarily concerned trading staff.Under these plans, payment is deferred over time and is contingent onthe performance achieved by the business lines, core businesses andGroup.Sums are paid mostly in cash and are linked to the increase or decreasein the BNP Paribas share price. In addition, since 2011, in accordancewith the Decree of 13 December 2010, some of the variable compensationgranted over the year in respect of the performance of the previousyear will also be indexed to the BNP Paribas share price and paid tobeneficiaries during the year of attribution.Deferred variable compensation for other Group employeesSums due under the annual deferred compensation plans for highperformingemployees are paid all or part in cash and are linked to theincrease or decrease in the BNP Paribas share price.1722012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ EXPENSE OF SHARE-BASED PAYMENTExpense in millions of eurosStocksubscrip tionand purchaseoption plansShare awardplansVariabledeferredcompensationplansYear to31 Dec. 2012TotalexpenseYear to31 Dec. 2011TotalexpensePrior deferred compensation plans - - 160 160 (285)Deferred compensation plan for the year - - 294 294 287Global Share-Based Incentive Plan 27 45 - 72 69TOTAL 27 45 454 526 71Valuation of stock option and performanceshares plansAs required under IFRS 2, BNP Paribas attributes a value to stock optionsand performance shares granted to employees and recognises anexpense, determined at the date of grant, calculated respectively on thebasis of the fair value of the options and shares concerned. This initial fairvalue may not subsequently be adjusted for changes in the quoted marketprice of BNP Paribas shares. The only assumptions that may result in arevision to fair value during the vesting period, and hence an adjustmentin the expense, are those related to the population of grantees (loss ofrights) and internal performance conditions. The Group’s share-basedpayment plans are valued by an independent specialist firm.Measurement of stock subscription optionsBinomial or trinomial tree algorithms are used to build in the possibilityof non-optimal exercise of options from the vesting date. The Monte-Carlomethod is also used to price in the characteristics of certain secondarygrants linking options to the performance of the BNP Paribas sharerelative to a sector index.The implied volatility used in measuring stock option plans is estimatedon the basis of a range of ratings prepared by various dealing rooms. Thelevel of volatility used by the Group takes account of historical volatilitytrends for the benchmark index and BNP Paribas shares over a 10-yearperiod.Stock subscription options granted in 2011 were valued at betweenEUR 11.03 and EUR 12.13 depending on whether or not they are subjectto performance conditions according to the various secondary awardtranches.No stock subscription options were granted in 2012.4Year to 31 Dec. 2011Plan granted on 4 March 2011BNP Paribas share price on the grant date (in euros) 54.49Option exercise price (in euros) 56.45Implied volatility of BNP Paribas shares 28.5%Expected option holding period8 yearsExpected dividend on BNP Paribas shares (1) 4.1%Risk-free interest rate 3.5%Expected proportion of options that will be forfeited 1.3%(1) The dividend yield indicated above is the average of a series of estimated annual dividends .2012 Registration document and annual financial report - BNP PARIBAS 173

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsMeasurement of performance sharesThe unit value used to measure performance shares is the value at theend of the holding period plus dividends paid since the vesting date,discounted at the grant date.The performance shares awarded in 2012, depending on whether or notthey are subject to a performance condition, were valued at betweenEUR 28.47 and EUR 33.45 for employees in France and between EUR 27.46and EUR 32.36 for employees outside France. The performance sharesawarded in 2011 were valued at EUR 47.84 for employees in France andEUR 45.95 for employees outside France.4Vested on9 March 2015Year to 31 Dec. 2012Plan granted on 6 March 2012Vested on7 March 2016Vested on4 March 2014Year to 31 Dec. 2011Plan granted on 4 March 2011Vested on4 March 2015BNP Paribas share price on the grant date(in euros) 37.195 37.195 54.49 54.49Date of availability 09/03/2017 07/03/2016 04/03/2016 04/03/2015Expected dividend on BNP Paribas shares (1) 3.23% 3.23% 4.10% 4.10%Risk-free interest rate 1.53% 1.33% 2.99% 2.81%Expected proportion of options that will beforfeited 2.00% 2.00% 2.00% 2.00%(1) The dividend yield indicated above is the average of a series of estimated annual dividends .1742012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4History of plans granted under the Global Share-Based Incentive PlanThe tables below give details of the characteristics and terms of all unexpired plans at 31 December 2012:➤ STOCK SUBSCRIPTION OPTION PLANSCharacteristics of the planOriginatingcompanyDate of grantNumber ofgranteesNumberof optionsgrantedStart dateof exerciseperiodOption expirydateAdjustedexerciseprice(in euros) (1)Number ofoptions (1)Options outstandingat end of periodRemainingperiod untilexpiry ofoptions(years)BNL (3) 20/10/2000 161 504,926 20/10/2003 20/10/2013 100.997 435,166 0.8BNL (3) 26/10/2001 223 573,250 26/10/2004 26/10/2014 61.888 4,856 1.8BNP Paribas SA (2) 21/03/2003 1,302 6,693,000 21/03/2007 20/03/2013 35.87 2,077,347 0.2BNP Paribas SA (2) 24/03/2004 1,458 1,779,850 24/03/2008 21/03/2014 48.15 1,252,760 1.2BNP Paribas SA (2) 25/03/2005 2,380 4,332,550 25/03/2009 22/03/2013 53.28 3,932,248 0.2BNP Paribas SA (2) 05/04/2006 2,583 3,894,770 06/04/2010 04/04/2014 73.40 3,483,945 1.3BNP Paribas SA (2) 08/03/2007 2,023 3,630,165 08/03/2011 06/03/2015 80.66 3,315,460 2.2BNP Paribas SA (2) 06/04/2007 219 405,680 06/04/2011 03/04/2015 76.57 371,008 2.3BNP Paribas SA (2) 18/04/2008 2,402 3,985,590 18/04/2012 15/04/2016 64.47 3,732,876 3.3BNP Paribas SA (2) 06/04/2009 1,397 2,376,600 08/04/2013 05/04/2017 35.11 2,282,515 4.3BNP Paribas SA (2) 05/03/2010 1,820 2,423,700 05/03/2014 02/03/2018 51.20 2,323,340 5.2BNP Paribas SA (2) 04/03/2011 1,915 2,296,820 04/03/2015 04/03/2019 56.45 2,246,700 6.2TOTAL OPTIONS OUTSANDING AT END OF PERIOD 25,458,221(1) The number of options and the exercise price have been adjusted, where appropriate, for the two-for-one BNP Paribas share split that took placeon 20 February 2002, and the detachment of the pre-emptive subscription rights on 7 March 2006 and 30 September 2009, in accordance with theregulations in force.(2) The plan is subject to vesting conditions under which a proportion of the options granted to employees is conditional upon the performance ofthe BNP Paribas share relative to the Dow Jones Euro Stoxx Bank index during the applicable holding period.Based on this relative performance condition, the adjusted exercise price for these options has been set at:- EUR 37.67 for 274, 161 options under the 21 March 2003 plan, outstanding at the year-end- EUR 50.55 for 3, 080 options under the 24 March 2004 plan, outstanding at the year-end- EUR 55.99 for 169, 863 options under the 25 March 2005 plan, outstanding at the year-end- EUR 77.06 for 155, 263 options under the 5 April 2006 plan, outstanding at the year-end(3) Following the merger between BNL and BNP Paribas on 1 October 2007, stock option plans granted by BNL between 1999 and 2001 entitle beneficiariesto subscribe to BNP Paribas shares as of the date of the merger. Beneficiaries may subscribe to the shares based on a ratio of 1 BNP Paribas share for27 BNL shares. The exercise price has been adjusted in line with this ratio .42012 Registration document and annual financial report - BNP PARIBAS 175

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ PERFORMANCE SHARE PLANS4Characteristics of the planOriginating companyDate of grantNumber ofgranteesNumberof sharesgrantedVesting date ofshares grantedExpiry date ofholding periodfor sharesgrantedNumberof shareoutstandingat end ofperiod (2)BNP Paribas SA (1) 2007-2008 401BNP Paribas SA (1) 06/04/2009 2,247 359,930 10/04/2012 10/04/2014 2,221BNP Paribas SA 06/04/2009 1,686 278,325 08/04/2013 08/04/2013 263,494BNP Paribas SA 05/03/2010 2,536 510,445 05/03/2013 05/03/2015 493,495BNP Paribas SA 05/03/2010 2,661 487,570 05/03/2014 05/03/2014 465,760BNP Paribas SA 04/03/2011 2,574 541,415 04/03/2014 04/03/2016 531,005BNP Paribas SA 04/03/2011 2,743 499,035 04/03/2015 04/03/2015 489,900BNP Paribas SA 06/03/2012 2,610 1,072,480 09/03/2015 09/03/2017 1,057,295BNP Paribas SA 06/03/2012 2,755 849,455 07/03/2016 07/03/2016 823,490TOTAL SHARES OUTSTANDING AT END OF PERIOD 4,127,061(1) The vesting date for certain shares has been deferred due to the beneficiaries’ absence on the date initially scheduled.(2) The number of shares has been adjusted for the pre-emptive subscription rights detach ed on 30 September 2009 .Movements over the past two years➤ STOCK SUBSCRIPTION OPTION PLANSNumberof optionsYear to 31 Dec. 2012 Year to 31 Dec. 2011Weighted averageexercise price(in euros)Numberof optionsWeighted averageexercise price(in euros)OPTIONS OUTSTANDING AT 1 JANUARY 27,509,625 58.67 28,752,600 58.05Options granted during the period - - 2,296,820 56.45Options exercised during the period (581,181) 36.07 (2,770,177) 46.17Options expired during the period (1,470,223) (769,618)OPTIONS OUTSTANDING AT 31 DECEMBER 25,458,221 59.24 27,509,625 58.67OPTIONS EXERCISABLE AT 31 DE CEMBER 18,605,666 63.55 16,722,292 61.99The average quoted stock market price for the option exercise period in 2012 was EUR 41.99 (EUR 54.84 in 2011).1762012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ PERFORMANCE SHARE PLANSYear to31 Dec. 2012Number of sharesYear to31 Dec. 2011Number of sharesSHARES OUTSTANDING AT 1 JANUARY 2,633,568 1,637,867Shares granted during the period 1,921,935 1,040,450.00Shares vested during the period (351,808) (2,392.00)Shares expired during the period (76,634) (42,357.00)SHARES OUTSTANDING AT 31 DECEMBER 4,127,061 2,633,568➤ SHARES SUBSCRIBED OR PURCHASED BY EMPLOYEES UNDER THE COMPANY SAVINGS PLANYear to31 Dec. 2012Year to31 Dec. 2011Date of plan announcement 3 May 2012 11 May 2011Quoted price of BNP Paribas shares at date of plan announcement (in euros) 30.15 54.23Number of shares issued 4,289,709 6,315,653Subscription price (in euros) 25.00 42.40Five-year risk-free interest rate 1.67% 2.76%Five-year borrowing rate 7.52% 7.63%Fair value-based cost of the mandatory holding period 29.00% 25.14%4In 2012 as in 2011, the discount granted to employees subscribing sharesunder the Company Savings Plan was less than the value of the five-yearmandatory holding period applicable to the shares purchased and theGroup did not recognise an expense in this respect .Of the total number of BNP Paribas Group employees who were offeredthe opportunity of buying shares under the Plan in 2012, 27% acceptedthe offer and 73% turned it down.2012 Registration document and annual financial report - BNP PARIBAS 177

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsNote 8ADDITIONAL INFORMATION8.a CHANGES IN SHARE CAPITAL AND EARNINGS PER SHAREResolutions of the Shareholders’ General Meeting valid for 2012The following authorisations to increase or reduce the share capital have been granted to the Board of Directors under resolutions voted in Shareholders’General Meetings and were valid during 2012:Resolutions adopted at Shareholders’ General Meetings Use of authorisation in 20124Shareholders’ GeneralMeeting of 12 May 2010(19 th resolution)Authorisation granted to the Board of Directors to carry out transactionsreserved for members of the BNP Paribas Group’s Corporate Savings Planin the form of new share issues and/or sales of reserved shares.Authorisation was given to increase the share capital within the limit ofa maximum par value of EUR 46 million on one or more occasions byissuing ordinary shares, with waiving of pre-emptive rights for existingshareholders, reserved for members of the BNP Paribas Group CorporateSavings Plan.This authorisation was granted for a period of 26 months and was nullifiedby the 20 th resolution of the Shareholders’ General Meeting of 23 May2012 .4, 289, 709 new shareswith a par value of EUR 2issued on 29 June 2012Shareholders’ GeneralMeeting of 11 May 2011(5 th resolution)Authorisation given to the Board of Directors to set up a share buybackprogramme for the Company until it holds at most 10% of the sharesforming the share capital.Said acquisitions of shares at a price not exceeding EUR 75 would beintended to fulfil several objectives, notably including :- honouring obligations arising from the issue of share equivalents,stock option programmes, the award of free shares, the award or saleof shares to employees in connection with the employee profit-sharingscheme, employee share ownership plans or corporate savings plans;- cancelling shares following authorisation by the Shareholders’General Meeting of 11 May 2011;- covering any allocation of shares to the employees and corporateofficers of BNP Paribas and companies exclusively controlled byBNP Paribas within the meaning of Article L.233-16 of the FrenchCommercial Code;- for retention or remittance in exchange or payment for externalgrowth transactions, mergers, spin-offs or asset contributions;- in connection with a market-making agreement complying with theCode of Ethics recognised by the Autorité des Marchés Financiers;- for asset and financial management purposes .This authorisation was granted for a period of 18 months and was nullifiedby the 5 th resolution of the Shareholders’ General Meeting of 23 May 2012 .Under the market-makingagreement, 586, 934 shareswith a par value of EUR 2were acquired and 577, 489 shareswith a par value of EUR 2were sold between1 January and 23 May 2012Shareholders’ GeneralMeeting of 11 May 2011(15 th resolution)Authorisation to allot performance shares to the Group’s employees andcorporate officers.The shares awarded may be existing shares or new shares to be issuedand may not exceed 1.5% of BNP Paribas’ share capital, i.e. less than0.5% a year.This authorisation was granted for a period of 38 months .1, 921, 935 performance sharesgranted at the Board meetingof 6 March 20121782012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Resolutions adopted at Shareholders’ General Meetings Use of authorisation in 2012Shareholders’ GeneralMeeting of 11 May 2011(16 th resolution)Authorisation to grant stock subscription or purchase options to corporateofficers and certain employees.The number of options granted may not exceed 3% of the share capitalof BNP Paribas, i.e. less than 1% a year. This is a blanket limit coveringboth the 15 th and 16 th resolutions of the Shareholders’ General Meeting of11 May 2011.This authorisation was granted for a period of 38 months .This authorisation wasnot used during the periodShareholders’General Meetingof 23 May 2012(3 rd resolution)Decision to propose to shareholders a dividend payable in cash or in newshares.Payment of the dividend in new shares had the effect of increasing theshare capital by EUR 83, 358, 352 or 41, 679, 176 shares. This operationgenerated an additional paid-in capital of EUR 941, 115, 794. 08 .41, 679, 176 new shareswith a par value of EUR 2issued on 26 June 2012Shareholders’ GeneralMeeting of 23 May 2012(5 th resolution)Authorisation given to the Board of Directors to set up a share buybackprogramme for the Company until it holds at most 10% of the sharesforming the share capital.Said acquisitions of shares at a price not exceeding EUR 60 per share(EUR 75 previously) would be intended to fulfil several objectives, notablyincluding :- honouring obligations arising from the issue of share equivalents,stock option programmes, the award of free shares, the award or saleof shares to employees in connection with the employee profit-sharingscheme, employee share ownership plans or corporate savings plans;- cancelling shares following authorisation by the Shareholders’General Meeting of 23 May 2012 (21 st resolution);- covering any allocation of shares to the employees and corporateofficers of BNP Paribas and companies exclusively controlled byBNP Paribas within the meaning of Article L.233-16 of the FrenchCommercial Code;- for retention or remittance in exchange or payment for externalgrowth transactions, mergers, spin-offs or asset contributions;- in connection with a market-making agreement complying with theCode of Ethics of the Autorité des Marchés Financiers;- for asset and financial management purposes .This authorisation was granted for a period of 18 months and replacesthat given by the 5 th resolution of the Shareholders’ General Meeting of11 May 2011 .Under the market-makingagreement, 1, 156, 315 shareswith a par value of EUR 2were acquired and1, 245, 515 shares witha par value of EUR 2 weresold between 24 Mayand 31 December 20124Shareholders’ GeneralMeeting of 23 May 2012(13 th resolution)Authorisation to issue ordinary shares and share equivalents and securitiesgranting entitlement to debt instruments, with pre-emptive rights forexisting shareholders maintained .The par value of the capital increases that may be carried outimmediately and/or in the future by virtue of this authorisation may notexceed EUR 1 billion (representing 500 million shares) The par value ofany debt instruments that may be issued by virtue of this authorisationmay not exceed EUR 10 billion.This authorisation was granted for a period of 26 months and replacesthat given by the 12 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the period2012 Registration document and annual financial report - BNP PARIBAS 179

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsResolutions adopted at Shareholders’ General Meetings Use of authorisation in 2012Shareholders’ GeneralMeeting of 23 May 2012(14 th resolution)Authorisation to issue ordinary shares and share equivalents and securitiesgranting entitlement to debt instruments, with pre-emptive rights forexisting shareholders waived and a priority subscription period granted .The par value capital increases that may be carried out immediately and/or in the future by virtue of this authorisation may not exceed EUR 350million (representing 175 million shares).The par value of any debt instruments giving access to the capital of BNPParibas that may be issued by virtue of this authorisation may not exceedEUR 7 billion.This authorisation was granted for a period of 26 months and replacesthat given by the 13 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the period4Shareholders’ GeneralMeeting of 23 May 2012(15 th resolution)Shareholders’ GeneralMeeting of 23 May 2012(16 th resolution)Authorisation to issue ordinary shares and share equivalents, withpre- emptive rights for existing shareholders waived, in consideration forsecurities tendered to public exchange offer.The par value of the capital increases that may be carried out onone or more occasions by virtue of this authorisation may not exceedEUR 350 million (representing 175 million shares).This authorisation was granted for a period of 26 months and replacesthat given by the 14 th resolution of the Shareholders’ General Meeting of12 May 2010 .Authorisation to issue ordinary shares and share equivalents, withpre- emptive rights for existing shareholders waived, in consideration forsecurities tendered to contribution of shares up to a maximum of 10% ofthe capital.The par value of the capital increases that may be carried out on one ormore occasions by virtue of this authorisation may not exceed 10% of thenumber of shares forming the issued capital of BNP Paribas on the date ofthe decision by the Board of Directors.This authorisation was granted for a period of 26 months and replacesthat given by the 15 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the periodThis authorisation wasnot used during the periodShareholders’ GeneralMeeting of 23 May 2012(17 th resolution)Blanket limit on authorisations to issue shares without pre-emptive rightsfor existing shareholders.The maximum par value of all issues made without pre-emptiverights for existing shareholders carried out immediately and/or in thefuture by virtue of the authorisations granted under the 14 th to 16 thresolutions of the present Shareholders’ General Meeting may not exceedEUR 350 million for shares and EUR 7 billion for debt instruments .Not applicableShareholders’ GeneralMeeting of 23 May 2012(18 th resolution)Issue of shares to be paid up by capitalising income, retained earnings oradditional paid-in capital.Authorisation was given to increase the issued capital within the limitof a maximum par value of EUR 1 billion on one or more occasions, bycapitalising all or part of the retained earnings, profits or additionalpaid-in capital, successively or simultaneously, through the issuance andaward of free ordinary shares, through an increase in the par value ofexisting shares, or through a combination of these two methods.This authorisation was granted for a period of 26 months and replacesthat given by the 17 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the period1802012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Resolutions adopted at Shareholders’ General Meetings Use of authorisation in 2012Shareholders’ GeneralMeeting of 23 May 2012(19 th resolution)Blanket limit on authorisations to issue shares with or without pre-emptiverights for existing shareholders.The maximum par value of all issues made with or without pre-emptiverights for existing shareholders by virtue of the authorisations grantedunder the 13 th to 16 th resolutions of the present Shareholders’ GeneralMeeting may not exceed EUR 1 billion for shares issued immediately and/or in the future and EUR 10 billion for debt instruments .Not applicableShareholders’ GeneralMeeting of 23 May 2012(20 th resolution)Authorisation granted to the Board of Directors to carry out transactionsreserved for members of the BNP Paribas Group’s Corporate Savings Planin the form of new share issues and/or sales of reserved shares.Authorisation was given to increase the share capital within the limit of amaximum par value of EUR 46 million on one or more occasions by issuingordinary shares, with pre-emptive rights for existing shareholders waived,reserved for members of the BNP Paribas Group’s Corporate Savings Plan.This authorisation was granted for a period of 26 months and replacesthat given by the 19 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the periodShareholders’ GeneralMeeting of 23 May 2012(21 st resolution)Authorisation granted to the Board of Directors to reduce the share capitalby cancelling shares.Authorisation was given to cancel, on one or more occasions, through areduction in the share capital, all or some of the shares that BNP Paribasholds and that it may come to hold, provided that the number of sharescancelled in any 24-month period does not exceed 10% of the total numberof shares at the operation date.Full powers were delegated to complete the capital reduction and deductthe difference between the purchase cost of the cancelled shares andtheir par value from additional paid-in capital and reserves available fordistribution, including from the legal reserve in respect of up to 10% of thecapital cancelled.This authorisation was granted for a period of 18 months and replacesthat given by the 17 th resolution of the Shareholders’ General Meeting of11 May 2011 .12, 034, 091 shares with apar value of EUR 2were cancelledon 14 December 201242012 Registration document and annual financial report - BNP PARIBAS 181

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ SHARE CAPITAL TRANSACTIONS4Operations affecting share capitalNumber ofsharesPar value(in euros)In eurosDate ofauthorisationbyShareholders'MeetingDate of decision byBoard of DirectorsDate from whichshares carrydividend rightsNumber of shares outstandingat 31 December 2010 1,198,660,156 2 2,397,320,312Increase in ordinary shares by exerciseof stock subscription options 2,736,124 2 5,472,248(1) (1)1 January 2010Increase in ordinary shares by exerciseof stock subscription options 34,053 2 68,106(1) (1)1 January 2011Capital increase reserved for membersof the Company Savings Plan 6,315,653 2 12,631,306 12 May 2010 11 May 2011 1 January 2011Number of shares outstandingat 31 December 2011 1,207,745,986 2 2,415,491,972Increase in ordinary shares by exerciseof stock subscription options 12,694 2 25,388(1) (1)1 January 2011Increase in ordinary shares by exerciseof stock subscription options 568,487 2 1,136,974(1) (1)1 January 2012Capital increase arising from the paymentof a stock dividend 41,679,176 2 83,358,352 23 May 2012 23 May 2012 1 January 2012Capital increase reserved for membersof the Company Savings Plan 4,289,709 2 8,579,418 12 May 2010 3 May 2012 1 January 2012Capital decrease (12,034,091) 2 (24,068,182) 23 May 2012 14 December 2012 -Number of shares outstandingat 31 December 2012 1,242,261,961 2 2,484,523,922(1) Various resolutions voted in the Shareholders’ General Meetings and decisions of the Board of Directors authorising the granting of stock subscriptionoptions that were exercised during the period.1822012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ SHARES ISSUED BY BNP PARIBAS AND HELD BY THE GROUPProprietary transactions Trading transactions (1) TotalNumberof sharesCarryingamount(in millionsof euros )Numberof sharesCarryingamount(in millionsof euros )Numberof sharesCarryingamount(in millionsof euros )Shares held at 31 December 2010 2,914,178 162 (4,499,794) (214) (1,585,616) (52)Acquisitions 17,294,952 614 17,294,952 614Disposals (2,530,370) (127) (2,530,370) (127)Shares delivered to employees (13,464) (1) (13,464) (1)Other movements (1,700,548) (89) (1,580,236) 30 (3,280,784) (59)Shares held at 31 December 2011 15,964,748 559 (6,080,030) (184) 9,884,718 375Acquisitions 1,743,249 58 1,743,249 58Disposals (1,823,004) (59) (1,823,004) (59)Shares delivered to employees (352,306) (15) (352,306) (15)Capital decrease (12,034,091) (378) (12,034,091) (378)Other movements (920) 4,714,581 126 4,713,661 126Shares held at 31 December 2012 3,497,676 165 (1,365,449) (58) 2,132,227 107(1) Short selling in the framework of an activity of trading and arbitrage transactions on equity indices .4At 31 December 2012, the BNP Paribas Group was a net buyer of 2, 132, 227BNP Paribas shares representing an amount of EUR 107 million, whichwas recognised as a reduction in equity.During 2011, BNP Paribas SA acquired on the market, outside the marketmakingagreement, 12, 034, 091 shares at an average price of EUR 31.39with the intention of cancelling these shares. They have been cancelledfollowing the decision of the Board of Directors made on 14 December2012.Under the Bank’s market-making agreement with BNP Paribas sharein the Italian market, and in line with the Code of Ethics recognised bythe AMF, BNP Paribas SA bought back 1, 743, 249 shares during 2012at an average share price of EUR 33.36, and sold 1, 823, 004 treasuryshares at an average share price of EUR 33.70. At 31 December 2012,149, 832 shares worth EUR 6.3 million were held by BNP Paribas underthis agreement.From 1 January to 31 December 2012, 351, 808 BNP Paribas shareswere delivered following the definitive award of free shares to theirbeneficiaries.Preferred shares and Undated Super Subordinated Notes(TSSDI) eligible as Tier 1 regulatory capitalPreferred shares issued by the Group’s foreign subsidiariesIn January 2003, BNP Paribas Capital Trust VI, a subsidiary under theexclusive control of the Group, made a EUR 700 million issue of nonvotingundated non-cumulative preferred shares governed by the lawsof the United States, which did not dilute BNP Paribas ordinary shares.The shares pay a fixed-rate dividend for a period of ten years. Theyare redeemable at the issuer’s discretion after a ten-year period, andthereafter at each coupon date. In case they are not redeemed in 2013,a Euribor-indexed dividend will be paid quarterly. The issuer has theoption of not paying dividends on these preferred shares if no dividendsare paid on BNP Paribas SA ordinary shares and no coupons are paid onpreferred share equivalents (Undated Super Subordinated Notes) in theprevious year. Unpaid dividends are not carried forward.During 2011 and 2012, EUR 500 million and EUR 660 million of undatedpreferred shares of the same type as those described above wereredeemed.In 2003 and 2004, the LaSer-Cofinoga sub-group, which is proportionatelyconsolidated by BNP Paribas made three issues of undated non-votingpreferred shares through special purpose entities governed by UK law andexclusively controlled by the LaSer-Cofinoga sub-group. These shares paya non-cumulative preferred dividend for a ten-year period, at a fixed ratefor those issued in 2003 and an indexed rate for the 2004 issue. After thisten-year period, they will be redeemable at par at the issuer’s discretionat the end of each quarter on the coupon date, and the dividend payableon the 2003 issue will become Euribor-indexed.In October 2012, EUR 45 million of the 2003 issue have been repurchased,generating a gross gain in shareholders’ equity of EUR 4 million.2012 Registration document and annual financial report - BNP PARIBAS 183

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ PREFERRED SHARES ISSUED BY THE GROUP’S FOREIGN SUBSIDIARIESIssuer Date of issue CurrencyAmount(in millions of euros )Rate and term before1 st call dateBNPP Capital Trust VI January 2003 EUR 700 5.868% 10 yearsCofinoga Funding I LP March 2003 EUR 55 (1) 6.82% 10 yearsCofinoga Funding II LPRate after1 st call date3-month Euribor+2.48%3-month Euribor+3.75%January andTEC 10 (2)May 2004 EUR 80 (1) +1.35% 10 years TEC 10 (2) +1.35%TOTAL AT 31 DECEMBER 2012 752 (3)(1) Before application of the proportionate consolidation rate.(2) TEC 10 is the daily long-term government bond index, corresponding to the yield-to-maturity of a fictitious 10-year Treasury note.(3) Net of shares held in treasury by Group entities and after applying the proportional consolidation rate of Cofinoga .4The proceeds of these issues are recorded under “Minority interests”in the balance sheet, and the dividends are reported under “Minorityinterests” in the profit and loss account.At 31 December 2012, the BNP Paribas Group held EUR 15 million inpreferred shares (EUR 55 million at 31 December 2011), deducted fromminority interests.Undated Super Subordinated Notes issued byBNP Paribas SABNP Paribas SA has issued Undated Super Subordinated Notes which paya fixed or floating rate coupon and are redeemable at the end of a fixedperiod and thereafter at each coupon date. Some of these issues willpay a coupon indexed to Euribor or Libor if the notes are not redeemedat the end of this period.In the fourth quarter of 2011, the following transactions were carried outin relation to Undated Super Subordinated Notes:■ a public offer to exchange USD 1.3 billion of notes issued in June 2005for new non-subordinated bonds paying interest at 3-month USD Libor+2.75%. This transaction reduced outstanding debt by USD 280 million,generating a gross gain of EUR 59 million in terms of equity;■ a public offer to buy EUR 750 million of notes issued in April 2006,GBP 325 million of notes issued in July 2006 and EUR 750 million ofnotes issued in April 2007. This transaction reduced the outstandingdebt by EUR 201 million, GBP 162 million and EUR 112 millionrespectively, and generated a gross gain of EUR 135 million in termsof equity.Fortis Bank France, company absorbed by BNP Paribas SA on 12 May2010, carried out a EUR 60 million issue during December 2007 ofUndated Super Subordinated Notes. This issue offers investors a floatingrate of interest. These Undated Super Subordinated Notes were redeemedearly on 23 May 2011.1842012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The table below summarises the characteristics of these various issues➤ UNDATED SUPER SUBORDINATED NOTESDate of issueCurrencyAmount(in millions ofcurrency units )Couponpayment date Rate and term before 1st call date Rate after 1st call dateJune 2005 USD 1,070 semi-annual 5.186% 10 years USD 3-month Libor +1.680%October 2005 EUR 1,000 annual 4.875% 6 years 4.875%October 2005 USD 400 annual 6.25% 6 years 6.250%April 2006 EUR 549 annual 4.73% 10 years 3-month Euribor +1.690%April 2006 GBP 450 annual 5.945% 10 years GBP 3-month Libor +1.130%July 2006 EUR 150 annual 5.45% 20 years 3-month Euribor +1.920%July 2006 GBP 163 annual 5.945% 10 years GBP 3-month Libor +1.810%April 2007 EUR 638 annual 5.019% 10 years 3-month Euribor +1.720%June 2007 USD 600 quarterly 6.5% 5 years 6.50%June 2007 USD 1,100 semi-annual 7.195% 30 years USD 3-month Libor +1.290%October 2007 GBP 200 annual 7.436% 10 years GBP 3-month Libor +1.850%June 2008 EUR 500 annual 7.781% 10 years 3-month Euribor +3.750%September 2008 EUR 650 annual 8.667% 5 years 3-month Euribor +4.050%September 2008 EUR 100 annual 7.57% 10 years 3-month Euribor +3.925%December 2009 EUR 2 quarterly 3-month Euribor +3.750% 10 years 3-month Euribor +4.750%December 2009 EUR 17 annual 7.028% 10 years 3-month Euribor +4.750%December 2009 USD 70 quarterly USD 3-month Libor +3.750% 10 years USD 3-month Libor +4.750%December 2009 USD 0.5 annual 7.384% 10 years USD 3-month Libor +4.750%TOTAL EURO-EQUIVALENT VALUEAT 31 DECEMBER 2012 7, 241 (1)(1) Net of shares held in treasury by Group entities .4BNP Paribas has the option of not paying interest due on these UndatedSuper Subordinated Notes if no dividends were paid on BNP Paribas SAordinary shares or on Undated Super Subordinated Note equivalents inthe previous year. Unpaid interest is not carried forward.The contracts relating to these Undated Super Subordinated Notescontain a loss absorption clause. Under the terms of this clause, in theevent of insufficient regulatory capital – which is not fully offset by acapital increase or any other equivalent measure – the nominal valueof the notes may be reduced in order to serve as a new basis for thecalculation of the related coupons until the capital deficiency is made upand the nominal value of the notes is increased to its original amount.However, in the event of the liquidation of BNP Paribas SA, the amount dueto the holders of these notes will represent their original nominal valueirrespective of whether or not their nominal value has been reduced.2012 Registration document and annual financial report - BNP PARIBAS 185

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsThe proceeds from these issues are recorded in equity under “Capitaland retained earnings”. In accordance with IAS 21, issues denominated inforeign currencies are recognised at their historical value based on theirtranslation into euros at the issue date. Interest on the instruments istreated in the same way as dividends.At 31 December 2012, the BNP Paribas Group held EUR 37 millionof Undated Super Subordinated Notes which were deducted fromshareholders’ equity.E arnings per shareBasic earnings per share is calculated by dividing the net income for theperiod attributable to holders of ordinary share s by the weighted averagenumber of ordinary shares outstanding during the period. The net incomeattributable to ordinary shareholders is determined by deducting the netincome attributable to holders of preferred shares.Diluted earnings per share correspond to net income for the yearattributable to holders of ordinary shares, divided by the weightedaverage number of shares outstanding as adjusted for the maximumeffect of the conversion of dilutive equity instruments into ordinary shares.In-the-money stock subscription options are taken into account in thediluted earnings per share calculation, as are share awards made underthe Global Share-based Incentive Plan. Conversion of these instrumentswould have no effect on the net income figure used in this calculation.4Year to31 Dec. 2012Year to31 Dec. 2011Net income used to calculate basic and diluted earnings per ordinary share (in millions of euros) (1) 6,271 5,768Weighted average number of ordinary shares during the year 1,214,528,487 1,197,356,577Effect of potentially dilutive ordinary shares 2,083,716 2,061,675Stock subscription plan (2) - 706,705Performance share plan (2) 2,054,507 1,324,406Stock purchase plan 29,209 30,565Weighted average number of ordinary shares used to calculate diluted earnings per share 1,216,612,203 1,199,418,253Basic earnings per share (in euros) 5.16 4.82Diluted earnings per share (in euros) 5.15 4.81(1) Net income used to calculate basic and diluted earnings per share is net income per the profit and loss account, adjusted for the remuneration on theUndated Super Subordinated Notes issued by BNP Paribas SA (treated as preferred share equivalents), which for accounting purposes is treated asdividends.(2) See note 7.e Share-based payments for the description of share-based plans .The dividend per share paid in 2012 out of 2011 net income amounted to EUR 1.20 compared with EUR 2.10 per share paid in 2011 out of 2010 net income.1862012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements48.b SCOPE OF CONSOLIDATION31/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefConsolidating companyBNP Paribas SAFranceRetail BankingDomestic MarketsRetail Banking - FranceBanque de Bretagne France S4Banque de Wallis et Futuna France Full (1) 51.0% 51.0% Full (1) 51.0% 51.0%BNP Paribas Développement SA France Full 100% 100% Full 100% 100%BNP Paribas Factor France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Factor Portugal Portugal Full 100% 100% Full 100% 100%BNP Paribas Guadeloupe France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Guyane France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Martinique France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Nouvelle-Calédonie France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Réunion France Full (1) 100% 100% Full (1) 100% 100%Fortis Commercial Finance SAS France S4 Full 100% 100% E3Fortis Mediacom Finance France S4Retail Banking - BelgiumAlpha Card SCRL (groupe) Belgium Equity 50.0% 37.5% Equity 50.0% 37.5%BNP Paribas Commercial Finance Ltd.(ex-Fortis Commercial Finance Ltd.)UK Equity* 100% 74.9% Equity* 100% 74.9% E3BNP Paribas Fortis Factor Belgium S4 Full 100% 74.9%BNP Paribas Factor GmbH (ex-FortisCommercial Finance GmbH)Germany Equity* 100% 74.9% Equity* 100% 74.9% E3BNP Paribas Fortis Factor NV (ex-FortisBelgiumCommercial Finance NV)Full 100% 74.9% Full 100% 74.9% E3BNP Paribas Fortis Funding SA Luxembourg Full 100% 74.9% Full 100% 74.9%Bpost banque (ex-Banque de LaPoste SA)Belgium Prop. 50.0% 37.5% Prop. 50.0% 37.5%Demetris NV Belgium Equity* 100% 74.9% Equity* 100% 74.9%Europay Belgium Belgium S3 Equity 39.9% 29.9%Fortis Banque SA (BNP Paribas Fortis) Belgium Full 74.9% 74.9% Full 74.9% 74.9%Fortis Commercial FinanceDeutschland BVNetherlands Equity* 100% 74.9% Equity* 100% 74.9% E3Fortis Commercial Finance Holding NV Netherlands Full 100% 74.9% Full 100% 74.9% E3Fortis Finance Belgium SCRL Belgium Full 100% 74.9% Full 100% 74.9%FV Holding NV Belgium Equity 40.0% 30.0% Equity 40.0% 30.0%Immobilière Sauvenière SA Belgium Equity* 100% 74.9% Equity* 100% 74.9%Special Purpose EntitiesBASS Master Issuer NV Belgium Full - - Full - -Esmée Master Issuer Belgium Full - - Full - -Retail Banking - LuxembourgAlsabail France S2BGL BNP Paribas Luxembourg Full 66.0% 53.4% Full 66.0% 53.4%BGL BNP Paribas Factor SA Luxembourg Full 100% 53.4% E1Cofhylux SA Luxembourg Full 100% 53.4% Full 100% 53.4%Société Alsacienne de développementFranceet d'expansionFull 100% 53.4% Full 100% 53.4%31/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefRetail Banking - Italy (BNL Banca Commerciale)Artigiancassa SPA Italy Full 73.9% 73.9% Full 73.9% 73.9%Banca Nazionale del Lavoro SPA Italy Full 100% 100% Full 100% 100%BNL Finance SPA Italy Full 100% 100% Full 100% 100%BNL Positivity SRL Italy Full 51.0% 51.0% Full 51.0% 51.0%BNP Paribas Personal Finance SPA Italy S4 Full 100% 100%International Factors Italia SPA - Ifi talia Italy Full 99.6% 99.6% Full 99.6% 99.6%Special Purpose EntitiesEMF IT-2008-1 SRL Italy Full - - Full - -UCB Service SRL Italy S4Vela ABS Italy Full (2) - - Full (2) - -Vela Home SRL Italy Full - - Full - -Vela Mortgages SRL Italy Full - - Full - -Vela OBG SRL Italy Full - - E1Vela Public Sector SRL Italy Full - - Full - -ArvalArval Austria GmbH Austria Equity* 100% 100% D1 Full 100% 100%Arval Belgium SA Belgium Full 100% 100% Full 100% 100%Arval Benelux BV Netherlands Full 100% 100% Full 100% 100%Arval Brasil Limitada Brazil Full 100% 100% Full 100% 100%Arval Business Services Ltd. UK Full 100% 100% Full 100% 100%Arval BV Netherlands Full 100% 100% Full 100% 100%Arval CZ SRO (ex-Arval PHH Service CzechLease CZ)RepublicFull 100% 100% Full 100% 100%Arval Deutschland GmbH Germany Full 100% 100% Full 100% 100%Arval ECL SAS France Equity* 100% 100% D1 Full 100% 100%Arval Hellas Car Rental SA Greece Equity* 100% 100% Equity* 100% 100%Arval India Private Ltd. India Equity* 100% 100% Equity* 100% 100%Arval Ltd. UK Full 100% 100% Full 100% 100%Arval Luxembourg SA Luxembourg Equity* 100% 100% D1 Full 100% 100%Arval Magyarorszag KFT Hungary Equity* 100% 100% Equity* 100% 100% E1Arval Maroc SA Morocco Equity* 100% 89.0% D1 Full 100% 89.0%Arval NV Belgium S3 Full 100% 100%Arval PHH Holdings Ltd. UK Full 100% 100% Full 100% 100%Arval PHH Holdings UK Ltd. UK Full 100% 100% Full 100% 100%Arval OOO Russia Full 100% 100% Full 100% 100%Arval Schweiz AG Switzerland Equity* 100% 100% D1 Full 100% 100%Arval Service Gmbh Germany Full 100% 100% Full 100% 100% E3Arval Service Lease France Full 100% 100% Full 100% 100%Arval Service Lease Aluger OperationalPortugalAutomoveisEquity* 100% 100% D1 Full 100% 100%Arval Service Lease Italia SpA Italy Full 100% 100% Full 100% 100%Arval Service Lease Polska sp. z.o.o. Poland Full 100% 100% Full 100% 100%Arval Service Lease Romania SRL Romania Equity* 100% 100% Equity* 100% 100%Arval Service Lease SA Spain Full 100% 100% Full 100% 100%Arval Slovakia Slovakia Equity* 100% 100% D1 Full 100% 100%4Changes in the scope of consolidationNew entries (E) in the scope of consolidationE1 Passing qualifying thresholds as defi ned by the Group (cf. note 1.b)E2 IncorporationE3 Purchase or change of controlRemovals (S) from the scope of consolidationS1 Cessation of activity (including dissolution, liquidation)S2 Disposal, loss of control or loss of signifi cant infl uenceS3 Entities removed from the scope because < qualifying thresholds (cf. note 1.b)S4 Merger, Universal transfer of assets and liabilitiesVariance(V) in voting or ownership interestV1 Additional purchaseV2 Partial disposalV3 DilutionV4 Increase in %Equity * Simplifi ed consolidation by the equity method (non-material entities) (cf. note 1.b)MiscellaneousD1 Consolidation method change not related to fl uctuation in voting or ownership interestD2 111 Construction-Sale Companies (Real Estate programs) of which 103 fully and 8 proportionally consolidatedD3 The Klé pierre g roup was fully consolidated until 14 March 2012, then, following the partial disposal of the interest of BNPParibas Group, the Klé pierre g roup has been consolidated under the equity method (cf. note 8.d.)Prudential scope of consolidation(1) French subsidiaries whose regulatory supervision falls within the scope of the consolidated Group, in accordance witharticle 4.1 of CRBF regulation 2000.03.(2) Entities excluded from prudential scope of consolidation(3) Entities consolidated under the equity method for prudential purposes .2012 Registration document and annual financial report - BNP PARIBAS 187

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements431/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefArval Trading France Equity* 100% 100% D1 Full 100% 100%Arval UK Group Ltd. UK Full 100% 100% Full 100% 100%Arval UK Ltd. UK Full 100% 100% Full 100% 100%Autovalley France Equity* 100% 100% Equity* 100% 100%BNP Paribas Fleet Holdings Ltd. UK Full 100% 100% Full 100% 100%Cofi parc SNC France Full 100% 100% Full 100% 100%Dexia Location Longue Durée France Equity* 51.0% 51.0% Equity* 51.0% 51.0%Gestion et Location Holding France Full 100% 100% Full 100% 100%Greenval Insurance Company Ltd. Ireland Full (3) 100% 100% Full (3) 100% 100%PHH Financial services Ltd. UK Full 100% 100% Full 100% 100%PHH Investment Services Ltd. UK S1PHH Treasury Services Ltd. UK S1TEB Arval Arac Filo Kiralama AS Turkey Full 75.0% 68.7% Full 75.0% 68.7%Leasing SolutionsAce Equipment Leasing Belgium Full 100% 76.7% V2 Full 100% 84.5%Ace Leasing Belgium Full 100% 76.7% V2 Full 100% 84.5%Ace Leasing BV Netherlands Full 100% 76.7% V2 Full 100% 84.5%Agrilease BV Netherlands Full 100% 76.7% V2 Full 100% 84.5%Albury Asset Rentals Ltd. UK Full 100% 76.7% V2 Full 100% 84.5%All In One Vermietungsgesellschaft fürGermanyTelekommunicationsanlagen mbH.Equity* 100% 76.7% V2 Equity* 100% 84.5% D1All In One Vermietung GmbH Austria Equity* 100% 76.7% V2 Equity* 100% 84.5% D1Allstar Business Solutions Ltd. UK S2Aprolis Finance France Full 51.0% 39.1% V2 Full 51.0% 43.1%Arius France Full 100% 76.7% V2 Full 100% 84.5%Artegy Ltd. UK Full 100% 76.7% V2 Full 100% 84.5%Artegy France Full 100% 76.7% V2 Full 100% 84.5%Barloworld Heftruck BV Netherlands Equity 50.0% 38.4% V2 Equity 50.0% 42.2%BNP Paribas Finansal Kiralama AS Turkey Full 100% 75.8% V2 Full 100% 83.2% V3BNP Paribas Lease Group BPLG France Full (1) 100% 76.7% V2 Full (1) 100% 84.5%BNP Paribas Lease Group (Rentals) Ltd. UK Full 100% 76.7% V2 Full 100% 84.5%BNP Paribas Lease Group BV Netherlands S4BNP Paribas Lease Group IFN SA Romania Equity* 100% 76.7% V2 Equity* 100% 84.5% E1BNP Paribas Lease Group KFT Hungary Equity* 100% 76.7% V2 Equity* 100% 84.5% D1BNP Paribas Lease Group LeasingSolutions SPAItaly Full 100% 93.9% V2 Full 100% 95.9%BNP Paribas Lease Group Lizing RT Hungary Equity* 100% 76.7% V2 Equity* 100% 84.5% D1BNP Paribas Lease Group LuxembourgLuxembourgSAFull 100% 53.4% V2 Full 100% 84.5%BNP Paribas Lease Group NetherlandsNetherlandsBVFull 100% 76.7% V2 Full 100% 84.5%BNP Paribas Lease Group PolskaSP z.o.oPoland Equity* 100% 76.7% V2 Equity* 100% 84.5% D1BNP Paribas Lease Group PLC UK Full 100% 76.7% V2 Full 100% 84.5%BNP Paribas Lease Group SA Belgium Belgium Full 100% 76.7% V2 Full 100% 84.5%BNP Paribas Leasing Solutions Luxembourg Full 100% 76.7% V2 Full 100% 84.5%BNP Paribas Leasing SolutionsImmobilier Suisse (ex-Fortis Lease Switzerland Equity* 100% 76.7% V2 Equity* 100% 84.5% D1Immobilier Suisse)BNP Paribas Leasing Solutions Ltd.(ex-HFGL Ltd.)UK Full 100% 76.7% V2 Full 100% 84.5%BNP Paribas Leasing Solutions NV Netherlands Full 100% 76.7% V2 Full 100% 84.5%BNP Paribas Leasing SolutionsSuisse SASwitzerland Equity* 100% 76.7% V2 & FullD1100% 84.5%Claas Financial Services France Full (1) 60.1% 46.1% V2 Full (1) 60.1% 50.8%Claas Financial Services Inc. USA Full 100% 46.1% V2 Full 100% 50.8%Claas Financial Services Ltd. UK Full 51.0% 39.1% V2 Full 51.0% 43.1%CNH Capital Europe France Full (1) 50.1% 38.4% V2 Full (1) 50.1% 42.3%CNH Capital Europe BV Netherlands Full 100% 38.4% V2 Full 100% 42.3%CNH Capital Europe GmbH Austria Full 100% 38.4% V2 Full 100% 42.3%CNH Capital Europe Ltd. UK Full 100% 38.4% V2 Full 100% 42.3%Commercial Vehicle Finance Ltd. UK Full 100% 76.7% V2 Full 100% 84.5%Dialcard Fleet Services Ltd. UK S1Diamond Finance UK Ltd. UK S1Equipment Lease BV Netherlands Full 100% 76.7% V2 Full 100% 84.5%31/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefES-Finance Belgium Full 100% 74.9% V2 Full 100% 84.5%Fortis Energy Leasing XI BV Netherlands Full 100% 76.7% V2 Full 100% 84.5%Fortis Energy Leasing X2 BV Netherlands Full 100% 76.7% V2 Full 100% 84.5%Fortis Energy Leasing X3 BV Netherlands S2Fortis Energy Leasing XIV BV Netherlands Full 100% 76.7% V2 Full 100% 84.5%Fortis Lease Belgium Belgium Full 100% 76.7% V2 Full 100% 84.5%Fortis Lease (France) France Full (1) 100% 76.7% V2 Full (1) 100% 84.5%Fortis Lease Car & Truck Belgium Full 100% 76.7% V2 Full 100% 84.5%CzechFortis Lease CzechRepublicS2Fortis Lease Deutschland GmbH Germany Equity* 100% 76.7% V2 Equity* 100% 84.5% D1V2&Fortis Lease Group ServicesBelgiumFullS3100% 84.5%Fortis Lease Hungaria EquipmentFinancing Financial Leasing CompanyHungary S3 Equity* 100% 84.5%Fortis Lease Hungaria Vehicle FinancingHungaryFinancial Leasing CompanyS3 Equity* 100% 84.5%Fortis Lease Iberia SA Spain Equity* 100% 76.3% V2 Equity* 100% 82.4% D1Fortis Lease Operativ Lizing ZartkoruenHungaryMukodo ReszvenytarsasagEquity* 100% 76.7% V2 Equity* 100% 84.5%Fortis Lease Polska Sp.z.o.o. Poland Full 100% 74.9% Full 100% 74.9% V2Fortis Lease Portugal Portugal Equity* 100% 76.7% V2 Equity* 100% 84.5% D1Fortis Lease Romania IFN SA Romania Equity* 100% 76.7% V2 Equity* 100% 84.5% D1Fortis Lease SPA Italy S4Fortis Lease UK Ltd. UK Full 100% 76.7% V2 Full 100% 84.5%Fortis Lease UK (1) Ltd. UK S3 Equity* 100% 84.5% D1Fortis Lease UK Retail Ltd. UK Full 100% 76.7% V2 Full 100% 84.5%Fortis Vastgoedlease BV Netherlands Full 100% 76.7% V2 Full 100% 84.5%Hans Van Driel Rental BV (ex-AFLLease BV)Netherlands S2 Full 100% 84.5%HFGL Ltd. (ex-BNP Paribas LeasingSolutions Ltd.)UK Full 100% 76.7% V2 Full 100% 84.5%Humberclyde Commercial InvestmentsUKLtd.Full 100% 76.7% V2 Full 100% 84.5%Humberclyde Commercial InvestmentsUKN°1 Ltd.Full 100% 76.7% V2 Full 100% 84.5%Humberclyde Commercial InvestmentsUKN° 4 Ltd.S1Humberclyde Finance Ltd. UK S1 Full 100% 84.5%Humberclyde Industrial Finance Ltd. UK S1 Full 100% 84.5%JCB Finance France Full (1) 100% 38.4% V2 Full (1) 100% 42.3%JCB Finance Holdings Ltd. UK Full 50.1% 38.4% V2 Full 50.1% 42.3%Locatrice Italiana SPA Italy Equity* 100% 93.9% V2 Equity* 100% 95.9% D1Manitou Finance Ltd. UK Full 51.0% 39.1% V2 Full 51.0% 43.1%MFF France Full (1) 51.0% 39.1% V2 Full (1) 51.0% 43.1%Natiocrédibail France Full (1) 100% 100% V1 Full (1) 100% 84.5%Natiocrédimurs France Full (1) 100% 100% V1 Full (1) 100% 84.5%Natioénergie France Full (1) 100% 100% V1 Full (1) 100% 84.5%Paricomi 2 France S3 Full 100% 100%Same Deutz Fahr Finance Ltd. UK Full 100% 76.7% V2 Full 100% 84.5%Same Deutz Fahr Finance France Full (1) 100% 76.7% V2 Full (1) 100% 84.5%SREI Equipement Finance Private Ltd. India Prop. 50.0% 38.4% V2 Prop. 50.0% 42.2%TEB Finansal Kiralama AS Turkey S4UFB Asset Finance Ltd. UK S1 Full 100% 84.5%Special Purpose EntitiesVela Lease SRL Italy Full - - Full - -Personal InvestorsB*Capital France Full (1) 100% 99.9% Full (1) 100% 99.9%Cortal Consors France Full (1) 100% 100.0% Full (1) 100% 100.0%Geojit BNP Paribas Financial ServicesLtd - GroupeIndia Prop. 33.6% 33.6% Prop. 33.6% 33.6%Geojit Technologies Private Ltd. India Full 56.8% 56.8% Full 56.8% 56.8%Portzamparc Gestion France Full 100% 51.0% Full 100% 51.0%Portzamparc société de Bourse France Full (1) 51.0% 51.0% Full (1) 51.0% 51.0%BNP Paribas Personal FinanceAlpha Crédit SA Belgium Full 100% 74.9% Full 100% 74.9%Axa Banque Financement France Equity 35.0% 35.0% Equity 35.0% 35.0%Banco BGN SA Brazil Full 100% 100% Full 100% 100%Banco BNP Paribas Personal Finance SA Portugal Full 100% 100% Full 100% 100%1882012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements431/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefBanco Cetelem Argentina SA Argentina Full 100% 100% Full 100% 100%Banco Cetelem SA Spain Full 100% 100% Full 100% 100%Banco de Servicios Financieros SA Argentina Equity 39.9% 39.9% Equity 39.9% 39.9% E1BGN Mercantil E Servicos Limitada Brazil Equity* 100% 100% E1Bieffe 5 SPA Italy Full 100% 100% Full 100% 100% V1BNP Paribas Personal Finance France Full 100% 100% Full 100% 100%BNP Paribas Personal Finance EAD Bulgaria Full 100% 100% Full 100% 100%BNP Paribas Personal Finance BV Netherlands Full 100% 100% Full 100% 100%BNP Paribas Personal Finance SA de CV Mexico Full 100% 100% Full 100% 100%BNP Paribas Vostok LLC Russia Equity 30.0% 30.0% V2 Full 100% 100%Cafi neo France Full (1) 51.0% 50.8% Full (1) 51.0% 50.8%Carrefour Banque France Equity 39.2% 39.2% Equity 39.2% 39.2%Carrefour Promotora de Vendas eParticipaçoes (CPVP) LimitadaBrazil S2 Equity 40.0% 40.0%Cetelem Algérie Algeria Equity* 100% 100% D1 Full 100% 100%Cetelem America Ltda Brazil Full 100% 100% Full 100% 100%Cetelem Benelux BV Netherlands S1 Full 100% 100%Cetelem Brasil SA Brazil Full 100% 100% Full 100% 100%CzechCetelem CR ASRepublicFull 100% 100% Full 100% 100%Cetelem IFN Romania Full 100% 100% Full 100% 100%Cetelem Latin America HoldingParticipaçoes LtdaBrazil Full 100% 100% Full 100% 100%Cetelem Slovensko AS Slovakia Full 100% 100% Full 100% 100%Cetelem Thailande Thailand S2CMV Médiforce France Full (1) 100% 100% Full (1) 100% 100%Cofi ca Bail France Full (1) 100% 100% Full (1) 100% 100%Cofi plan France Full (1) 100.0% 100.0% Full (1) 100.0% 100.0%Commerz Finanz Germany Full 50.1% 50.1% Full 50.1% 50.1%Cosimo France Full 100% 100% Full 100% 100% E1Credirama SPA Italy Equity* 51.0% 51.0% Equity* 51.0% 51.0% V1 &D1Credisson Holding Ltd. Cyprus S1 Full 100% 100%Crédit Moderne Antilles Guyane France Full (1) 100% 100% Full (1) 100% 100%Crédit Moderne Océan Indien France Full (1) 97.8% 97.8% Full (1) 97.8% 97.8%Direct Services Bulgaria Full 100% 100% Full 100% 100%Domofi nance France Full (1) 55.0% 55.0% Full (1) 55.0% 55.0%Effi co France Full 100% 100% Full 100% 100%Effi co Iberia SA Spain Full 100% 100% Full 100% 100%Effi co Portugal Portugal Equity* 100% 100% Equity* 100% 100%Eos Aremas Belgium SA Belgium Equity 50.0% 37.4% Equity 50.0% 37.4%Eurocredito EFC SA Spain Full 100% 100% Full 100% 100%Facet France Full (1) 100% 100% Full (1) 100% 100%Fidem France Full (1) 51.0% 51.0% Full (1) 51.0% 51.0%Fimestic Expansion SA Spain Full 100% 100% Full 100% 100%Finalia Belgium Full 100% 74.9% V1 Full 51.0% 38.2%Findomestic Banca SPA Italy Full 100% 100% Full 100% 100% V1Findomestic Banka AD Serbia Full 100% 100% Full 100% 100% V1LaSer - Cofi noga (Groupe) France Prop. 50.0% 50.0% Prop. 50.0% 50.0%Leval 20 France Full 100% 100% E1Loisirs Finance France Full (1) 51.0% 51.0% Full (1) 51.0% 51.0%Magyar Cetelem Bank Zrt. Hungary Full 100% 100% Full 100% 100%Natixis Financement France S2 Equity 33.0% 33.0%Nissan Finance Belgium NV Belgium Full 100% 75.4% V2 Full 100% 77.3%Norrsken Finance France Full (1) 51.0% 51.0% Full (1) 51.0% 51.0%Prestacomer SA de CV Mexico Full 100% 100% Full 100% 100%Prêts et Services SAS France Full (1) 100% 100% Full (1) 100% 100%Projeo France Full (1) 51.0% 51.0% Full (1) 51.0% 51.0%Servicios Financieros Carrefour EFC Spain Equity 37.3% 39.9% Equity 37.3% 39.9%Changes in the scope of consolidationNew entries (E) in the scope of consolidationE1 Passing qualifying thresholds as defi ned by the Group (cf. note 1.b)E2 IncorporationE3 Purchase or change of controlRemovals (S) from the scope of consolidationS1 Cessation of activity (including dissolution, liquidation)S2 Disposal, loss of control or loss of signifi cant infl uenceS3 Entities removed from the scope because < qualifying thresholds (cf. note 1.b)S4 Merger, Universal transfer of assets and liabilitiesVariance(V) in voting or ownership interestV1 Additional purchaseV2 Partial disposalV3 DilutionV4 Increase in %31/12/2012 31/12/2011Interest(%) RefName Country MethodVoting(%)Interest(%) Ref MethodVoting(%)Submarino Finance Promotora deCredito LimitadaBrazil S2 Prop. 50.0% 50.0%Sundaram Home Finance Ltd. India Equity* 49.9% 49.9% Equity* 49.9% 49.9% D1TEB Tuketici Finansman AS Turkey Full 92.8% 91.0% Full 92.8% 91.0% V1UCB Ingatlanhitel RT Hungary Full 100% 100% Full 100% 100%UCB Suisse Switzerland Full 100% 100% Full 100% 100%Union de Creditos Inmobiliarios - UCISpain Prop. 50.0% 50.0% Prop. 50.0% 50.0%(Groupe)Von Essen GmbH & Co. KG BankgesellschaftGermany Full 100% 74.9% Full 100% 74.9%Special Purpose EntitiesAutonoria 2012 - 1 et 2 France Full - - E2Domos 2011 - A et B France Full - - Full - - E2FCC Retail ABS Finance - Noria 2008 France S1 Full - -FCC Retail ABS Finance - Noria 2009 France Full - - Full - -FCC Domos 2008 France Full - - Full - -FCC Master Domos France S1 Full - -FCC Master Domos 5 France S1FCC UCI 5-18 Spain Prop. - - Prop. - -FCC UCI 19 Spain S1Fundo de Investimento EM DireitosBrazil Full - - Full - -Creditorios BGN LifeFundo de Investimento EM DireitosCreditorios BGN PremiumBrazil S1 Full - -Phedina Hypotheken 2010 BV Netherlands Full - - Full - -Phedina Hypotheken 2011-I BV Netherlands Full - - Full - - E2Viola Finanza SRL Italy Full - - Full - -International Retail BankingRetail Banking in the United States of America1897 Services Corporation USA Full 100% 100% Full 100% 100%521 South Seventh Street LLC USA S1 Full 69.2% 69.2%BancWest Corporation USA Full 100% 100% Full 100% 100%Bancwest Investment Services, Inc. USA Full 100% 100% Full 100% 100%Bank of the West Business ParkAssociation LLCUSA Full 38.0% 38.0% Full 38.0% 38.0%Bank of the West USA Full 100% 100% Full 100% 100%Bishop Street Capital ManagementCorporationUSA Full 100% 100% Full 100% 100%BW Insurance Agency, Inc. USA Full 100% 100% Full 100% 100%BW Leasing, Inc. USA S1 Full 100% 100%Center Club, Inc. USA Full 100% 100% Full 100% 100%CFB Community DevelopmentCorporationUSA Full 100% 100% Full 100% 100%Claas Financial Services LLC USA Full 75.9% 62.5% V2 Full 75.9% 63.6%Commercial Federal AffordableHousing, Inc.USA Full 100% 100% Full 100% 100%Commercial Federal CommunityDevelopment CorporationUSA Full 100% 100% Full 100% 100%Commercial Federal InsuranceCorporationUSA Full 100% 100% Full 100% 100%Commercial Federal InvestmentService Inc.USA Full 100% 100% Full 100% 100%Commercial Federal Realty InvestorsCorporationUSA Full 100% 100% Full 100% 100%Commercial Federal ServiceCorporationUSA Full 100% 100% Full 100% 100%Community Service, Inc. USA Full 100% 100% Full 100% 100%Equity Lending Inc. USA Full 100% 100% Full 100% 100%Essex Credit Corporation USA Full 100% 100% Full 100% 100%FHB Guam Trust Co. USA Full 100% 100% Full 100% 100% E2FHL Lease Holding Company Inc. USA S1 Full 100% 100%FHL SPC One, Inc. USA Full 100% 100% Full 100% 100%First Bancorp USA Full 100% 100% Full 100% 100%First Hawaiian Bank USA Full 100% 100% Full 100% 100%First Hawaiian Leasing, Inc. USA Full 100% 100% Full 100% 100%First National Bancorporation USA Full 100% 100% Full 100% 100%First Santa Clara Corporation USA Full 100% 100% Full 100% 100%Liberty Leasing Company USA Full 100% 100% Full 100% 100%Equity * Simplifi ed consolidation by the equity method (non-material entities) (cf. note 1.b)MiscellaneousD1 Consolidation method change not related to fl uctuation in voting or ownership interestD2 111 Construction-Sale Companies (Real Estate programs) of which 103 fully and 8 proportionally consolidatedD3 The Klé pierre g roup was fully consolidated until 14 March 2012, then, following the partial disposal of the interest of BNPParibas Group, the Klé pierre g roup has been consolidated under the equity method (cf. note 8.d.)Prudential scope of consolidation(1) French subsidiaries whose regulatory supervision falls within the scope of the consolidated Group, in accordance witharticle 4.1 of CRBF regulation 2000.03.(2) Entities excluded from prudential scope of consolidation(3) Entities consolidated under the equity method for prudential purposes .42012 Registration document and annual financial report - BNP PARIBAS 189

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements419031/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefMountain Falls Acquisition Corporation USA Full 100% 100% Full 100% 100%Real Estate Delivery 2 Inc. USA Full 100% 100% Full 100% 100%The Bankers Club, Inc. USA Full 100% 100% Full 100% 100%Ursus Real estate Inc. USA Full 100% 100% Full 100% 100%Special Purpose EntitiesCommercial Federal Capital Trust 2 USA Full - - Full - -Commercial Federal Capital Trust 3 USA S1C-One Leasing LLC USA S2Equipment Lot Bombardier 1997A-FH USA Full - - Full - - E1Equipment Lot FH USA Full - - Full - - E1Equipment Lot Siemens 1997A-FH USA Full - - Full - - E1Equipment Lot Siemens 1998A-FH USA Full - - Full - - E1First Hawaiian Capital 1 USA Full - - Full - -FTS Acquisitions LLC USA Full - - Full - -Glendale Corporate Center AcquisitionUSALLCFull - - Full - -LACMTA Rail Statutory Trust (FH1) USA Full - - Full - - E1Laveen Village Center Acquisition LLC USA Full - - Full - -Lexington Blue LLC USA Equity* - - Equity* - - E1MNCRC Equipement Lot USA Full - - Full - - E1NYCTA Equipement Lot USA Full - - Full - - E1Riverwalk Village Three Holdings LLC USA Full - - Full - -Santa Rita Townhomes Acquisition LLC USA Full - - Full - -Southwest Airlines 1993 Trust N363SW USA Full - - Full - - E1ST 2001 FH-1 USA Full - - Full - - E1SWB 98-1 USA S1 Full - - E1SWB 99-1 USA Full - - Full - - E1VTA 1998-FH USA Full - - Full - - E11997-LRV-FH USA Full - - Full - - E11999-FH-1 (SNCF) USA S1 Full - - E11999-FH-2 (SNCF) USA S1 Full - - E1Europe MediterraneanBanque de Nankin China Equity 14.7% 14.7% V1 Equity 12.7% 12.7%Banque du Sahara LSC Libya S2Banque Internationale du Commerce etBurkina Fasode l'Industrie Burkina FasoFull 51.0% 51.0% Full 51.0% 51.0%Banque Internationale du Commerce etIvory Coastde l'Industrie Côte d’IvoireFull 59.8% 59.8% Full 59.8% 59.8%Banque Internationale du Commerce etGabonde l'Industrie GabonEquity 46.7% 46.7% Equity 46.7% 46.7%Banque Internationale du Commerce etGuineade l'Industrie GuinéeEquity 30.8% 30.8% Equity 30.8% 30.8%Banque Internationale du Commerce etMalide l'Industrie MaliFull 85.0% 85.0% Full 85.0% 85.0%Banque Internationale du Commerce etSenegalde l'Industrie SenegalFull 54.1% 54.1% Full 54.1% 54.1%Banque Malgache de l'Ocean Indien Madagascar S2Banque Marocaine du Commerce etde l'IndustrieMorocco Full 67.0% 67.0% Full 66.7% 66.7%Banque Marocaine du Commerce et deMoroccol'Industrie AssuranceEquity* 100% 67.0% Equity* 100% 66.7% E1Banque Marocaine du Commerce et deMoroccol'Industrie Crédit ConsoS4Banque Marocaine du Commerce et del'Industrie Crédit Conso (ex-Cetelem Morocco Full 99.9% 66.9% Full 99.9% 66.7% V3Maroc)Banque Marocaine du Commerce et deMoroccol'Industrie GestionEquity* 100% 67.0% Equity* 100% 66.7%Banque Marocaine du Commerce et deMoroccol'Industrie LeasingFull 72.0% 48.3% Full 72.0% 48.1%Banque Marocaine du Commerce et deMoroccol'Industrie OffshoreFull 100% 67.0% Full 100% 66.7%BNP Intercontinentale - BNPI France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Bank Polska SA Poland Full 99.9 % 74.9% Full 99.9 % 74.8%BNP Paribas BDDI Participations France Full 100% 100% Full 100% 100%BNP Paribas El Djazair Algeria Full 100% 100% Full 100% 100%BNP Paribas Fortis Yatirimlar Holding AS Turkey Full 100% 74.9% Full 100% 74.9%BNP Paribas SAE Egypt Full 95.2% 95.2% Full 95.2% 95.2%BNP Paribas Yatirimlar HoldingAnonim SirketiTurkey Full 100% 100% Full 100% 100% E2Dominet SA Poland Full 100% 74.9% Full 100% 74.9%Fortis Bank Anonim Sirketi Turkey S4Fortis Bank Malta Ltd. Malta Equity* 100% 74.9% Equity* 100% 74.9% D1Fortis Faktoring AS Turkey Equity* 100% 74.9% Equity* 100% 74.9% E3Fortis Holding Malta BV Netherlands Full 100% 74.9% Full 100% 74.9%Fortis Holding Malta Ltd. Malta Full 100% 74.9% Full 100% 74.9%Fortis Portfoy Yonetimi AS Turkey S4Fortis Yatirim Menkul Degerler AS Turkey S4IC Axa Insurance Ukraine Equity* 49.8% 49.8% Equity* 49.7% 49.7%IC Axa Ukraine Ukraine S4 Equity* 50.0% 50.0%Orient Commercial Bank Vietnam Equity 20.0% 20.0% Equity 20.0% 20.0% V1TEB Holding AS (Groupe) Turkey Prop. 50.0% 37.5% Prop. 50.0% 37.5%Ukrainian Leasing Company Ukraine Equity* 100% 100% Equity* 100% 100% D12012 Registration document and annual financial report - BNP PARIBAS31/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefUkrSibbank Ukraine Full 100% 100% Full 100% 100%Union Bancaire pour le Commerceet l'IndustrieTunisia Full 50.0% 50.0% Full 50.0% 50.0%Special Purpose EntitiesK-Kollect LLC Ukraine Full - - Full - - E2Investment SolutionsBNP Paribas Suisse SA Switzerland Full 100% 100% Full 100% 100%InsuranceAG Insurance-Groupe Belgium Equity 25.0% 18.7% Equity 25.0% 18.7%Antin Epargne Pension France S4BNP Paribas Assurance TCB LifeInsurance Company LtdTaiwan Equity 49.0% 49.0% Equity 49.0% 49.0%BNP Paribas Cardif France Full (3) 100% 100% Full (3) 100% 100%BNP Paribas Cardif BV (ex-BNP ParibasNetherlandsAssurance BV)Full (3) 100% 100% Full (3) 100% 100%BNP Paribas Cardif Emeklilik AnonimSirketiTurkey Equity* 100% 100% Equity* 100% 100% D1BNP Paribas Cardif LevensverzekeringenNV (ex-Cardif Levensverzekeringen Netherlands Full (3) 100% 100% Full (3) 100% 100%NV)BNP Paribas Cardif Pojistovna AS Czech(ex-Pojistovna Cardif Pro Vita AS) RepublicFull (3) 100% 100% Full (3) 100% 100%BNP Paribas Cardif PSC Ltd. (ex-Pinnacle Underwriting Limited)UK Equity* 100% 100% Equity* 100% 100% E1BNP Paribas Cardif Seguros GeneralesSA (ex-Compania de Seguros Chile Full (3) 100% 100% Full (3) 100% 100%Generales Cardif SA)BNP Paribas Cardif Seguros de VidaSA (ex-Compania de Seguros de Vida Chile Full (3) 100% 100% Full (3) 100% 100%Cardif SA)BNP Paribas Cardif Vita Compagnia diAssicurazione E Riassicurazione SPA Italy Full (3) 100% 100% Full (3) 100% 100% V1(ex-BNL Vita SPA)Cardif Assicurazioni SPA Italy Full (3) 100% 100% Full (3) 100% 100%Cardif Assurances Risques Divers France Full (3) 100% 100% Full (3) 100% 100%Cardif Assurance Vie France Full (3) 100% 100% Full (3) 100% 100%Cardif Biztosito Magyarorszag Zrt Hungary Equity* 100% 100% Equity* 100% 100%Cardif Colombia Seguros Generales Colombia Equity* 100% 100% Equity* 100% 100%Cardif del Peru Sa Compania deSegurosPerou Equity* 100% 100% Equity* 100% 100%Cardif do Brasil Vida e Previdencia SA Brazil Full (3) 100% 100% Full (3) 100% 100%Cardif do Brasil Seguros e Garantias Brazil Full (3) 100% 100% Full (3) 100% 100%Cardif Forsakring AB Sweden Equity* 100% 100% Equity* 100% 100%Cardif Hayat Sigorta Anonim Sirketi Turkey Equity* 100% 100% Equity* 100% 100% D1Cardif Holdings Inc. USA S3 Full (3) 100% 100%Cardif Insurance Company Russia Equity* 100% 100% Equity* 100% 100%Cardif I-Services France Equity* 100% 100% Equity* 100% 100% D1Cardif Leven Belgium Full (3) 100% 100% Full (3) 100% 100%Cardif Life Insurance Company USA S2Cardif Life Insurance Co. Ltd. South Korea Full (3) 85.0% 85.0% Full (3) 85.0% 85.0%Cardif Lux Vie Luxembourg Full (3) 66.7% 51.1% Full (3) 66.7% 51.1% V3Cardif Mexico Seguros de VidaSA de CVMexico Equity* 100% 100% Equity* 100% 100%Cardif Mexico Seguros GeneralesSA de CVMexico Equity* 100% 100% Equity* 100% 100%Cardif Nordic AB Sweden Full (3) 100% 100% Full (3) 100% 100%Cardif Pinnacle Insurance Holdings PLC UK Full (3) 100% 100% Full (3) 100% 100%Cardif Pinnacle Insurance ManagementUKServices PLCFull (3) 100% 100% Full (3) 100% 100%Cardif Polska Towarzystwo Ubezpieczenna Zycie SAPoland Full (3) 100% 100% Full (3) 100% 100%Cardif Schadeverzekeringen NV Netherlands Full (3) 100% 100% Full (3) 100% 100%Cardif Seguros SA Argentina Full (3) 100% 100% Full (3) 100% 100%CB (UK) Ltd. (Fonds C) UK Full (3) 100% 100% Full (3) 100% 100%Darnell Ltd. Ireland Full (3) 100% 100% Full (3) 100% 100%F & B Insurance Holdings SA (Groupe) Belgium Equity 50.0% 50.0% Equity 50.0% 50.0%Financial Telemarketing Services Ltd. UK Equity* 100% 100% Equity* 100% 100%Fortis Luxembourg - Vie SA Luxembourg S4GIE BNP Paribas Cardif France Full (3) 100% 99.0% Full (3) 100% 99.0%Luizaseg Brazil Equity* 50.0% 50.0% Equity* 50.0% 50.0% D1Natio Assurance France Equity* 50.0% 50.0% Equity* 50.0% 50.0% D1NCVP Participacoes Societarias SA Brazil Full (3) 100% 100% Full (3) 100% 100%Pinnacle Insurance PLC UK Full (3) 100% 100% Full (3) 100% 100%Pocztylion Arka Powszechne TowarzystwoEmerytalne SAPoland Equity 33.3% 33.3% Equity 33.3% 33.3%Pojistovna Cardif Slovakia AS Slovakia Equity* 100% 100% Equity* 100% 100%Portes de Claye SCI France Equity 45.0% 57.2% E3Rueil Caudron SCI France S3 Full (3) 100% 100%Scoo SCI France Equity 46.4% 58.3% E1State Bank of India Life InsuranceCompany Ltd.India Equity 26.0% 26.0% Equity 26.0% 26.0%Special Purpose EntitiesOdyssée SCI France Full (3) - - Full (3) - -

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Voting(%)31/12/2012 31/12/2011InterestVoting Interest(%) Ref Method (%) (%) RefName Country MethodWealth ManagementBank Insinger de Beaufort NV Netherlands Full 63.0% 63.0% Full 63.0% 63.0%Bank Insinger de Beaufort SafeNetherlands S3 Full 100% 63.0%Custody NVBNP Paribas Espana SA Spain Full 99.6 % 99.6 % Full 99.6 % 99.6 %BNP Paribas Wealth Management France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Wealth ManagementMonacoMonaco Full (1) 100% 100% Full (1) 100% 100%Conseil Investissement France Equity* 100% 100% Equity* 100% 100% D1Fortis Wealth Management HongKong Ltd.Hong-KongS2Fundamentum Asset Management(FAM)Luxembourg S3 Full 100% 53.4%Insinger de Beaufort AssetManagement AGSwitzerland S3 Full 100% 31.5%Insinger de Beaufort AssetManagement NVNetherlands S3 Full 100% 63.0%Insinger de Beaufort Associates BV Netherlands S3 Full 100% 63.0%Insinger de Beaufort Consulting BV Netherlands S3 Full 100% 63.0%Klein Haneveld Consulting BV Netherlands S3 Full 100% 63.0%Sodefi Holding AG Switzerland S3 Full 50.0% 31.5%Williams De Bröe Private InvestmentManagement Ltd. (ex-BNP ParibasPrivate Investment Management Ltd.)UKInvestment PartnersAlfred Berg Administration A/S Denmark Full 100% 90.5% Full 100% 90.5%Alfred Berg Asset Management AB Sweden Full 100% 90.5% Full 100% 90.5%Alfred Berg Asset ManagementSweden S4 Full 100% 90.5%Services ABAlfred Berg Fonder AB Sweden Full 100% 90.5% Full 100% 90.5%Alfred Berg Fondsmaeglerselskab A/S Denmark Full 100% 90.5% Full 100% 90.5%Alfred Berg Forvaltning AS Norway Full 100% 90.5% Full 100% 90.5%Alfred Berg Funds Finland Full 100% 90.5% Full 100% 90.5%Alfred Berg Kapitalförvaltning AB Sweden Full 100% 90.5% Full 100% 90.5%Alfred Berg Kapitalforvaltning AS Norway Full 100% 90.5% Full 100% 90.5%Alfred Berg KapitalforvaltningFinland ABFinland Full 100% 90.5% Full 100% 90.5%Antin Infrastructure Partners France S2 Equity 40.0% 36.2%Arnhem Investment ManagementPty Ltd.Australia Equity 40.0% 36.2% Equity 40.0% 36.2%Banco Estado Administradora GeneralChilede FondosEquity* 50.0% 45.3% Equity* 50.0% 45.3%BNP Paribas Asset Management SAS France Full 100% 90.5% Full 100% 90.5%BNP Paribas Asset ManagementBrasil LtdaBrazil Full 100% 97.6% Full 100% 97.6%BNP Paribas Asset Management Inc. USA S4BNP Paribas Asset Management Inc.(ex-Fortis Investment ManagementUSA Inc.)USA Full 100% 100% Full 100% 100% V1BNP Paribas Asset Management IndiaIndiaPrivate LtdEquity* 100% 90.5% Equity* 100% 90.5%BNP Paribas Asset ManagementUruguay SAUruguay S3 Equity* 100% 90.5%BNP Paribas Bergère (ex-FortisInvestment Finance)FranceS3BNP Paribas Clean Energy PartnersGP LtdUK Equity* 100% 90.5% Equity* 100% 90.5% D1BNP Paribas Investment Partners France Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment PartnersAsia LtdHong-Kong Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment Partners(Australia) LtdAustralia Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment Partners(Australia) Holdings Pty LtdAustralia Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment PartnersBE HoldingBelgium Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment PartnersBelgiumBelgium Full 100% 90.5% Full 100% 90.5%S231/12/2012 31/12/2011Interest(%) RefName Country MethodVoting(%)Interest(%) Ref MethodVoting(%)BNP Paribas Investment PartnersFunds (Nederland) NVNetherlands Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment PartnersJapan LtdJapan Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment PartnersLatam SAMexico Equity* 99.0% 89.6% E1BNP Paribas Investment PartnersLuxembourgLuxembourg Full 99.7 % 90.2% Full 99.7 % 90.2%BNP Paribas Investment PartnersNetherlands NVNetherlands Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment Partners NLHolding NVNetherlands Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment PartnersSingapore LtdSingapore Equity* 100% 90.5% Equity* 100% 90.5%BNP Paribas Investment PartnersItalySocieta di Gestione del Risparmio SPAFull 100% 98.4% Full 100% 98.4%BNP Paribas Investment Partners UKHoldings LtdUK S3 Full 100% 90.5%BNP Paribas Investment PartnersUK LtdUK Full 100% 90.5% Full 100% 90.5%BNP Paribas Investment Partners USAUSAHoldings Inc.Full 100% 100% Full 100% 100%BNP Paribas Private Equity France Equity* 100% 100% Equity* 100% 100% D1CamGestion France Full 100% 90.5% Full 100% 90.5%Fauchier General Partner Ltd Guernsey Full 100% 90.5% Full 100% 90.5% V1Fauchier Partners Asset ManagementGuernsey Full 100% 90.5% Full 100% 90.5% V1LtdFauchier Partners Corporation USA Full 100% 90.5% Full 100% 90.5% V1Fauchier Partners International Ltd Bermuda Full 100% 90.5% Full 100% 90.5% V1Fauchier Partners Ltd UK Full 100% 90.5% Full 100% 90.5% V1Fauchier Partners LLP UK Full 87.2% 79.0% V4 Full 83.4% 75.2% V1Fauchier Partners ManagementUK Full 100% 90.5% Full 100% 90.5% V1Company LtdFauchier Partners Management Ltd Guernsey Full 100% 90.5% Full 100% 90.5% V1Fauchier Partners SAS France Full 100% 90.5% Full 100% 90.5% E2Fimapierre France S3Fischer Francis Trees & Watts Inc. USA Full 100% 100% Full 100% 100%Fischer Francis Trees & Watts Ltd. UK S1Fischer Francis Trees & WattsSingapore S4 Equity* 100% 90.5%Singapore LtdFischer Francis Trees & Watts UK UK S1Fischer Francis Trees & Watts UK Ltd UK Equity* 100% 90.5% D1 Full 100% 90.5%Fund Channel Luxembourg Equity* 50.0% 45.2% Equity* 50.0% 45.2%FundQuest France Full 100% 90.5% Full 100% 90.5%FundQuest Inc. USA S2FundQuest UK Ltd. UK Full 100% 90.5% Full 100% 90.5% E1Haitong - Fortis Private Equity FundManagement Co. Ltd.China Equity 33.0% 29.9% Equity 33.0% 29.9%HFT Investment Management CoLtd - GroupeChina Equity 49.0% 44.4% Equity 49.0% 44.4%Impax Asset Management Group PLC UK S3 Equity 27.9% 25.2%Industrifi nans ForskningsparkenEiendom ASNorwayS1KIT Fortis Investment Management Kazakhstan S1Overlay Asset Management France S3PT. BNP Paribas Investment Partners Indonesia Full 99.0% 89.6% Full 99.0% 89.6%Shinan BNP Paribas Asset ManagementCo LtdSouth Korea Prop. 35.0% 31.7% Prop. 35.0% 31.7%THEAM France Full 100% 90.6% Full 100% 90.6% V2TKB BNP Paribas Investment PartnersNetherlandsHolding BVEquity 50.0% 45.3% Equity 50.0% 45.3%Securities servicesBNP Paribas Fin' AMS France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Dealing Services Asia Ltd.(ex-BNP Paribas Fin' AMS Asia Ltd)Hong-Kong Full 100% 100% E1 S3BNP Paribas Financial Services LLC USA Equity* 100% 100% Equity* 100% 100% E1BNP Paribas Fund Services AustralasiaAustraliaPty Ltd.Full 100% 100% Full 100% 100%BNP Paribas Fund Services Dublin Ltd. Ireland Equity* 100% 100% Equity* 100% 100% D14Changes in the scope of consolidationNew entries (E) in the scope of consolidationE1 Passing qualifying thresholds as defi ned by the Group (cf. note 1.b)E2 IncorporationE3 Purchase or change of controlRemovals (S) from the scope of consolidationS1 Cessation of activity (including dissolution, liquidation)S2 Disposal, loss of control or loss of signifi cant infl uenceS3 Entities removed from the scope because < qualifying thresholds (cf. note 1.b)S4 Merger, Universal transfer of assets and liabilitiesVariance(V) in voting or ownership interestV1 Additional purchaseV2 Partial disposalV3 DilutionV4 Increase in %Equity * Simplifi ed consolidation by the equity method (non-material entities) (cf. note 1.b)MiscellaneousD1 Consolidation method change not related to fl uctuation in voting or ownership interestD2 111 Construction-Sale Companies (Real Estate programs) of which 103 fully and 8 proportionally consolidatedD3 The Klé pierre g roup was fully consolidated until 14 March 2012, then, following the partial disposal of the interest of BNPParibas Group, the Klé pierre g roup has been consolidated under the equity method (cf. note 8.d.)Prudential scope of consolidation(1) French subsidiaries whose regulatory supervision falls within the scope of the consolidated Group, in accordance witharticle 4.1 of CRBF regulation 2000.03.(2) Entities excluded from prudential scope of consolidation(3) Entities consolidated under the equity method for prudential purposes .2012 Registration document and annual financial report - BNP PARIBAS 191

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements419231/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefBNP Paribas Fund Services France France Full 100% 100% Full 100% 100%BNP Paribas Fund Services SecuritiesAustraliaPtyFull 100% 100% Full 100% 100% E1BNP Paribas Securities Services - BP2S France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Securities Services(Holdings) Ltd.Jersey Full 100% 100% Full 100% 100%BNP Paribas Sundaram GSO Private Ltd India Equity* 51.0% 51.0% E1BNP Paribas Trust Company(Guernesey) Ltd.Guernsey Equity* 100% 100% Equity* 100% 100%Real Estate ServicesAsset Partenaires France Full 100% 96.8% Full 100% 96.8%Atisreal Netherlands BV Netherlands Full 100% 100% E1Auguste Thouard Expertise France Full 100% 100% Full 100% 100%BNP Paribas Immobilier PromotionImmobilier d'EntrepriseFrance Full 100% 100% Full 100% 100%BNP Paribas Immobilier Résidentiel France Full 100% 100% Full 100% 100%BNP Paribas Immobilier RésidentielPromotion Île-de-FranceFrance Full 100% 100% Full 100% 100%BNP Paribas Immobilier RésidentielPromotion MediterranéeFrance S4 Full 100% 100%BNP Paribas Immobilier RésidentielPromotion Rhône AlpesFrance S4 Full 100% 100%BNP Paribas Immobilier RésidentielPromotion Sud OuestFrance S4 Full 100% 100%BNP Paribas Immobilier RésidentielPromotion VarFranceS4BNP Paribas Immobilier RésidentielResidences ServicesFrance S4 Full 100% 100%BNP Paribas Immobilier RésidentielResidences Services BSAFrance Full 100% 100% Full 100% 100%BNP Paribas Immobilier RésidentielResidences Services Sofi aneFrance S4 Full 100% 100%BNP Paribas Immobilier RésidentielService ClientsFrance Full 100% 100% Full 100% 100%BNP Paribas Immobilier RésidentielTransaction & ConseilFrance Full 100% 100% Full 100% 100%BNP Paribas Immobilier Résidentiel V2i France Full 100% 100% Full 100% 100%BNP Paribas Real Estate France Full 100% 100% Full 100% 100%BNP Paribas Real Estate AdvisoryBelgium SABelgium Full 100% 100% Full 100% 100%BNP Paribas Real Estate AdvisoryItaly SPAItaly Full 100% 100% Full 100% 100%BNP PB Real Estate Advisory & Property CzechManagement Czech Republic SRO RepublicFull 100% 100% Full 100% 100% E3BNP PB Real Estate Advisory &Property Management Hungary LtdHungary Full 100% 100% Full 100% 100% E3BNP PB Real Estate Advisory &Property Management Ireland Ltd.Ireland Full 100% 100% Full 100% 100%BNP Paribas Real Estate Advisory & United ArabProperty Management LLCEmiratesFull 49.0% 49.0% Full 49.0% 49.0%BNP Paribas Real Estate Advisory &LuxembourgProperty Management Luxembourg SAFull 100% 100% Full 100% 100%BNP Paribas Real Estate Advisory &PolandProperty Management Poland SP ZOOFull 100% 100% Full 100% 100% E3BNP Paribas Real Estate Advisory &Property Management UK Ltd.UK Full 100% 100% Full 100% 100%BNP Paribas Real Estate AdvisorySpain SASpain Full 100% 100% Full 100% 100%BNP Paribas Real Estate Consult France France Full 100% 100% Full 100% 100%BNP Paribas Real Estate Consult GmbH Germany Full 100% 100% Full 100% 100%BNP Paribas Real Estate FacilitiesManagement Ltd.UK Full 100% 100% Full 100% 100%BNP Paribas Real Estate FinancialPartnerFrance Full 100% 100% Full 100% 100%BNP Paribas Real Estate GmbH Germany Full 100% 100% Full 100% 100%BNP Paribas Real Estate HoldingBenelux SABelgium Full 100% 100% Full 100% 100%BNP Paribas Real Estate Holding GmbH Germany Full 100% 100% Full 100% 100%BNP Paribas Real Estate Hotels France France Full 100% 96.1% Full 96.4% 96.0%BNP Paribas Real Estate & InfrastructureAdvisory Service Private Ltd.India Full 71.1% 71.1% Full 71.1% 71.1% V1BNP Paribas Real Estate InvestmentManagementFrance Full 96.8% 96.8% Full 96.8% 96.8%BNP Paribas Real Estate InvestmentManagement BelgiumBelgium Full 100% 100% Full 100% 100%BNP Paribas Real Estate InvestmentManagement ItalyItaly Full 100% 100% Full 100% 100%BNP Paribas Real Estate InvestmentManagement Ltd.UK Full 100% 100% Full 100% 100%BNP Paribas Real Estate InvestmentManagement Luxembourg SALuxembourg Full 100% 100% Full 100% 100%BNP Paribas Real Estate InvestmentManagement Spain SASpain Full 100% 100% Full 100% 100% E2BNP Paribas Real Estate InvestmentManagement UK Ltd.UK Full 100% 100% Full 100% 100%2012 Registration document and annual financial report - BNP PARIBAS31/12/2012 31/12/2011Interest(%) RefName Country MethodVoting(%)Interest(%) Ref MethodVoting(%)BNP Paribas Real Estate InvestmentServicesFrance Full 100% 100% Full 100% 100%BNP Paribas Real Estate Italy SRL(ex-BNP Paribas Real Estate ServicesHolding Italy)Italy Full 100% 100% Full 100% 100%BNP Paribas Real Estate Jersey Ltd. Jersey Full 100% 100% Full 100% 100%BNP Paribas Real Estate ProjectSolutions GmbHGermanyS4BNP Paribas Real Estate PropertyDevelopement Italy SPAItaly Full 100% 100% Full 100% 100%BNP Paribas Real Estate PropertyDevelopement UK Ltd.UK Full 100% 100% Full 100% 100% E2BNP Paribas Real Estate PropertyManagement BelgiumBelgium Full 100% 100% Full 100% 100%BNP Paribas Real Estate PropertyManagement France SASFrance Full 100% 100% Full 100% 100%BNP Paribas Real Estate PropertyManagement GmbHGermany Full 100% 100% Full 100% 100%BNP Paribas Real Estate PropertyManagement InternationalFranceS4BNP Paribas Real Estate PropertyManagement Italy SrLItaly Full 100% 100% Full 100% 100%BNP Paribas Real Estate PropertyManagement Spain SASpain Full 100% 100% Full 100% 100%BNP Paribas Real Estate TransactionFranceFrance Full 96.4% 96.1% Full 96.4% 96.0%BNP Paribas Real Estate ValuationFranceFrance Full 100% 100% Full 100% 100%FG Ingénierie et PromotionImmobilièreFrance Full 100% 100% Full 100% 100%European Direct Property Management SA Luxembourg Full 100% 100% Full 100% 100%Immobiliere des Bergues France Full 100% 100% Full 100% 100%Meunier Hispania Spain Full 100% 100% Full 100% 100%Newport Management SAS France S4Partner's & Services France Full 100% 100% Full 100% 100%Pyrotex GB 1 SA Luxembourg Full 100% 100% E1Pyrotex SARL Luxembourg Full 100% 100% Full 100% 100%SC BNP Paribas Real Estate Advisory SA Romania Full 100% 100% Full 100% 100% V1Sesame Conseil SAS France Full 95.3% 95.3% Full 95.3% 95.3%Siège Issy France Full 100% 100% Full 100% 100% E2Tasaciones Hipotecarias SA Spain Full 100% 100% Full 100% 100%Weatheralls Consultancy Services Ltd. UK S1 Full 100% 100%Special Purpose EntitiesConstruction-Sale companies FranceFull/Prop.D2 - - E1Sviluppo Residenziale Italia SRL Italy Full - - E1Via Crespi 26 SRL Italy Full - - Full - -Corporate and Investment BankingFranceBNP Paribas Arbitrage France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas Equities France France Full (1) 100% 100% Full (1) 100% 100%Esomet France Full 100% 100% Full 100% 100%Laffi tte Participation 22 France Full 100% 100% Full 100% 100%Paribas Dérivés Garantis Snc France S4Parifergie France Full (1) 100% 100% Full (1) 100% 100%Parilease France Full (1) 100% 100% Full (1) 100% 100%Taitbout Participation 3 Snc France Full 100% 100% Full 100% 100%EuropeAlpha Murcia Holding BV Netherlands Equity* 100% 74.9% E2BNP Paribas Arbitrage Issuance BV Netherlands Full 100% 100% Full 100% 100%BNP Paribas Bank NV Netherlands Full 100% 100% Full 100% 100%BNP Paribas Capital Investments Ltd. UK S3BNP Paribas CMG Ltd. UK S3BNP Paribas Commodity Futures Ltd. UK Full 100% 100% Full 100% 100%BNP Paribas Cyprus Ltd. Cyprus S3BNP Paribas E & B Ltd. UK S3BNP Paribas Emission-und Handel.Germany Full 100% 100% Full 100% 100%GmbHBNP Paribas Ireland Ireland Full 100% 100% Full 100% 100%BNP Paribas Islamic Issuance BV Netherlands Full 100% 100% Full 100% 100%BNP Paribas Net Ltd. UK Equity* 100% 100% E1 S3BNP Paribas UK Holdings Ltd. UK Full 100% 100% Full 100% 100%BNP Paribas UK Ltd. UK Full 100% 100% Full 100% 100%BNP Paribas Vartry Reinsurance Ltd. Ireland Full (3) 100% 100% Full (3) 100% 100%BNP Paribas ZAO Russia Full 100% 100% Full 100% 100%BNP PUK Holding Ltd. UK Full 100% 100% Full 100% 100%Camomile Investments UK Ltd. UK S3 Full 100% 100%Capstar Partners Ltd. UK S3FB Energy Trading SARL. Luxembourg S3Fidex Holdings Ltd. UK S3 Full 100% 100%Fortis International Finance (Dublin) Ireland S3Fortis International FinanceLuxembourg SARLLuxembourgS1

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Voting(%)31/12/2012 31/12/2011InterestVoting Interest(%) Ref Method (%) (%) RefS3Name Country MethodFortis Proprietary InvestmentIreland Ltd.IrelandG I Finance Ireland S3GreenStars BNP Paribas Luxembourg Equity* 100% 100% E1Harewood Holdings Ltd. UK Full 100% 100% Full 100% 100%Landspire Ltd. UK Full 100% 100% Full 100% 100%Money Alpha France S1Money Beta France S1Paribas Trust Luxembourg SA Luxembourg Full 100% 53.4% Full 100% 53.4%SC Nueva Condo Murcia SL Spain Equity* 100% 74.9% E2Utexam Logistics Ltd. Ireland Full 100% 100% Full 100% 100%Utexam Solutions Ltd. Ireland Full 100% 100% E1Verner Investissements (Groupe) France Equity 40.0% 50.0% Equity 40.0% 50.0%AmericasACG Capital Partners II LLC USA S1 Prop. 50.0% 50.0% E1Banco BNP Paribas Brasil SA Brazil Full 100% 100% Full 100% 100%Banexi Holding Corporation USA Full 100% 100% Full 100% 100%BNP Paribas Canada Canada Full 100% 100% Full 100% 100%BNP Paribas Capital Corporation Inc. USA Full 100% 100% Full 100% 100%BNP Paribas Capital Services Inc. USA Full 100% 100% Full 100% 100%BNP Paribas Capstar Partners Inc. USA S4 Full 100% 100%BNP Paribas Colombia CorporationFinanciera SAColombia Equity* 100% 100% E1BNP Paribas Commodity Futures Inc. USA S4BNP Paribas Energy Trading CanadaCorp.Canada Equity* 100% 100% D1 Full 100% 100%BNP Paribas Energy Trading GP USA Full 100% 100% Full 100% 100%BNP Paribas Energy Trading Holdings,Inc.USA Full 100% 100% Full 100% 100%BNP Paribas Energy Trading LLC USA Full 100% 100% Full 100% 100%BNP Paribas FS LLC USA Full 100% 100% Full 100% 100%BNP Paribas Leasing Corporation USA Full 100% 100% Full 100% 100%BNP Paribas Mortgage Corporation USA Full 100% 100% Full 100% 100%BNP Paribas North America Inc. USA Full 100% 100% Full 100% 100%BNP Paribas Prime Brokerage Inc. USA Full 100% 100% Full 100% 100%BNP Paribas Prime BrokerageCayman Islands Full 100% 100% Full 100% 100%International Ltd.BNP Paribas RCC Inc. USA Full 100% 100% Full 100% 100%BNP Paribas Securities Corporation USA Full 100% 100% Full 100% 100%Camomile Canopia Trading (UK) Ltd. Cayman Islands S2Camomile Ulster Investments (UK) Ltd. Cayman Islands S3 Full 100% 100%Capstar Partners LLC USA S4 Equity* 100% 100% D1CooperNeff Group Inc. USA Full 100% 100% Full 100% 100%Cronos Holding Company Ltd. (Groupe) Bermuda Equity 30.0% 22.5% Equity 30.0% 22.5%FB Holdings Canada Corp. Canada S3FB Transportation Capital LLC USA Full 100% 74.9% Full 100% 74.9%Fortis Funding LLC USA Full 100% 74.9% Full 100% 74.9%Fortis Proprietary Capital Inc. USA S1French American Banking CorporationUSA Full 100% 100% Full 100% 100%- FABCFSI Holdings Inc. USA Full 100% 100% Full 100% 100%Paribas North America Inc. USA Full 100% 100% Full 100% 100%Paribas Participations Limitee Canada S1Petits Champs Participaçoes eBrazil Full 100% 100% Full 100% 100%Serviços SARFH Ltd. Bermuda Equity* 100% 74.7% Equity* 100% 74.7%SDI Media Central Holdings Corp. USA Equity* 100% 100% Equity* 100% 100% E1TAP Ltd Bermuda S2 Equity* 65.0% 48.5% E2 &V2TCG Fund I, LP Cayman Islands Full 99.7 % 74.7% Full 99.7 % 74.7%Textainer Marine Containers Ltd. Bermuda S2Via North America, Inc. USA Full 100% 100% Full 100% 100%Asia - OceaniaACG Capital Partners SingaporeSingapore Prop. 50.0% 50.0% Prop. 50.0% 50.0% E1Pte. Ltd.BNP Pacifi c (Australia) Ltd. Australia Full 100% 100% Full 100% 100%BNP Paribas (China) Ltd. China Full 100% 100% Full 100% 100%Changes in the scope of consolidationNew entries (E) in the scope of consolidationE1 Passing qualifying thresholds as defi ned by the Group (cf. note 1.b)E2 IncorporationE3 Purchase or change of controlRemovals (S) from the scope of consolidationS1 Cessation of activity (including dissolution, liquidation)S2 Disposal, loss of control or loss of signifi cant infl uenceS3 Entities removed from the scope because < qualifying thresholds (cf. note 1.b)S4 Merger, Universal transfer of assets and liabilitiesVariance(V) in voting or ownership interestV1 Additional purchaseV2 Partial disposalV3 DilutionV4 Increase in %31/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefBNP Paribas Arbitrage (Hong-Kong) Ltd. Hong Kong Full 100% 100% Full 100% 100%BNP Paribas Capital (Asia Pacifi c) Ltd. Hong Kong Full 100% 100% Full 100% 100%BNP Paribas Capital (Singapore) Ltd. Singapore S3BNP Paribas Finance (Hong-Kong) Ltd. Hong Kong Full 100% 100% Full 100% 100%BNP Paribas Futures (Hong-Kong) Ltd. Hong Kong S3BNP Paribas India Holding Private Ltd. India Full 100% 100% E1BNP Paribas India Solutions Private Ltd. India Full 100% 100% Full 100% 100%BNP Paribas Japan Ltd. Japan Full 100% 100% Full 100% 100%BNP Paribas Malaysia Berhad Malaysia Full 100% 100% E1BNP Paribas Principal InvestmentsJapan Ltd.Japan Full 100% 100% Full 100% 100%BNP Paribas Securities (Asia) Ltd. Hong Kong Full 100% 100% Full 100% 100%BNP Paribas Securities IndiaPrivate Ltd.India Full 100% 95.2% V1 Full 100% 66.8%BNP Paribas Securities (Japan) Ltd. Hong Kong Equity* 100% 100% D1 Full 100% 100%BNP Paribas Securities Japan Ltd. Japan Full 100% 100% Full 100% 100% E2BNP Paribas Securities (Taiwan) Co Ltd. Taiwan Full 100% 100% Full 100% 100%BNP Paribas Securities KoreaCompany Ltd.South Korea Full 100% 100% Full 100% 100%BNP Paribas Securities (Singapore)Pte Ltd.Singapore Full 100% 100% Full 100% 100%BPP Holdings Pte Ltd. Singapore Full 100% 100% Full 100% 100%Paribas Asia Equity Ltd. Hong Kong S3PT Bank BNP Paribas Indonésia Indonesia Full 100% 100% Full 100% 100%PT BNP Paribas Securities Indonesia Indonesia Full 99.0% 99.0% Full 99.0% 99.0%Middle EastBNPP Investment Company KSA Saudi Arabia Equity* 100% 100% Equity* 100% 100% E1Special Purpose Entities54 Lombard Street Investments Ltd. UK Full - - Full - -Alamo Funding II Inc. USA Full - - E1Alandes BV Netherlands Full - - Full (2) - -Alectra Finance PLC Ireland Full - - Full - -Antin Participation 8 France Full - - Full - - E2APAC NZ Holdings Ltd. New Zealand S3 Full - -Aquarius Capital Investments Ltd. Ireland Full - - Full - -CaymanARV International Ltd.IslandsS3 Full - -Astir BV Netherlands Full - - Full - -Atargatis France Full - - Full - -Aura Capital Investment SA Luxembourg S1 Full - -Austin Finance France Full - - Full - -Black Kite Investment Ltd. Ireland S1 Full - -BNP Paribas Complex Fundo de InvestimentoMultimercadoBrazil Full - - Full - -BNP Paribas EQD Brazil Fund FundoInvest MultimercadoBrazil Full - - Full - -BNP Paribas Finance Inc. USA Full - - Full - -BNP Paribas Proprietario Fundo deInvestimento MultimercadoBrazil Full - - Full - -BNP Paribas VPG Adonis LLC USA Full - - Full - - E2BNP Paribas VPG Brookfi n LLC USA Full - - Full - - E2BNP Paribas VPG Brookline Cre, LLC USA Full - - Full - -BNP Paribas VPG BMC Select LLC USA Full - - Full - - E2BNP Paribas VPG CB Lender LLC USA Full - - Full - - E2BNP Paribas VPG CT Holdings LLC USA Full - - Full - - E2Equity * Simplifi ed consolidation by the equity method (non-material entities) (cf. note 1.b)MiscellaneousD1 Consolidation method change not related to fl uctuation in voting or ownership interestD2 111 Construction-Sale Companies (Real Estate programs) of which 103 fully and 8 proportionally consolidatedD3 The Klé pierre g roup was fully consolidated until 14 March 2012, then, following the partial disposal of the interest of BNPParibas Group, the Klé pierre g roup has been consolidated under the equity method (cf. note 8.d.)Prudential scope of consolidation(1) French subsidiaries whose regulatory supervision falls within the scope of the consolidated Group, in accordance witharticle 4.1 of CRBF regulation 2000.03.(2) Entities excluded from prudential scope of consolidation(3) Entities consolidated under the equity method for prudential purposes .42012 Registration document and annual financial report - BNP PARIBAS 193

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements419431/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefBNP Paribas VPG Freedom CommunicationsLLCUSA Full - - Full - - E2BNP Paribas VPG Lake Butler LLC USA Full - - Full - - E2BNP Paribas VPG Legacy Cabinets LLC USA Full - - Full - - E2BNP Paribas VPG Mark IV LLC USA Full - - Full - - E2BNP Paribas VPG Master LLC USA Full - - Full - -BNP Paribas VPG MedianewsGroup LLCUSA Full - - Full - - E2BNP Paribas VPG MGM LLC USA Full - - Full - - E2BNP Paribas VPG Modern LuxuryMedia LLCUSA Full - - Full - - E2BNP Paribas VPG Northstar LLC USA Full - - Full - - E2BNP Paribas VPG PCMC LLC USA Full - - Full - - E2BNP Paribas VPG Reader's DigestAssociation LLCUSA Full - - Full - - E2BNP Paribas VPG RHI Holdings LLC USA Full - - Full - - E2BNP Paribas VPG SBX Holdings LLC USA Full - - Full - - E2BNP Paribas VPG SDI Media LLC USA Full - - Full - -BNP Paribas VPG Semgroup LLC USA Full - - Full - -BNP Paribas VPG Titan Outdoor LLC USA Full - - Full - - E2Boug BV Netherlands Full - - Full - -Crossen SARL Luxembourg Full - - E1Compagnie Investissement ItaliensSNCFrance Full - - Full - -Compagnie Investissement Opéra SNC France Full - - Full - -Delphinus Titri 2010 SA Luxembourg S1 Full - -Epsom Funding Ltd. Cayman Islands S2 Full - -Euraussie Finance SARL Luxembourg S3 Full - -Fidex Ltd. UK S3 Full - -Financière des Italiens SAS France Full - - Full - -Financière Paris Haussmann France Full - - Full - -Financière Taitbout France Full - - Full - -Grenache et Cie SNC Luxembourg Full - - Full - -Harewood Financing Limited UK Full - - E3Harewood Investments N°2 à 4 Ltd. UK S3Harewood Investments N°5 Ltd. Cayman Islands Full - - Full - -Harewood Investments N°7 Ltd. Cayman Islands Full - - Full - -Harewood Investment n°8 Ltd. Cayman Islands Full - - Full - - E2Iliad Investments PLC Ireland S3 Full - -Leveraged Finance Europe Capital V BV Netherlands Full - - Full - -Liquidity Ltd. Cayman Islands S3 Full - -Marc Finance Ltd. Cayman Islands Full - - Full - -Méditerranéa France Full - - Full - -Omega Capital Investments PLC Ireland Full - - Full - -Omega Capital Europe PLC Ireland Full - - Full - -Omega Capital Funding Ltd. Ireland Full - - Full - -Optichamps France Full - - Full - -Participations Opéra France Full - - Full - -Reconfi guration BV Netherlands S3 Full (2) - -Renaissance Fund III Japan Equity* - - Equity* - - D1Renaissance Fund IV Japan S1Ribera del Loira Arbitrage Spain Full - - Full - -Royale Neuve I Sarl Luxembourg Full - - Full - -Royale Neuve II Sarl Luxembourg Full - - Full - -Royale Neuve V Sarl Luxembourg S3 Full - -Royale Neuve VI Sarl Luxembourg S3 Full - -Royale Neuve VII Sarl Luxembourg Full - - Full - - E1Royale Neuve Finance SARL Luxembourg S3 Full - -Royale Neuve Investments Sarl Luxembourg S1 Full - -Scaldis Capital (Ireland) Ltd. Ireland Full - - Full (2) - -Scaldis Capital Ltd. Jersey Full - - Full (2) - -2012 Registration document and annual financial report - BNP PARIBAS31/12/2012 31/12/2011Voting InterestVoting InterestName Country Method (%) (%) Ref Method (%) (%) RefScaldis Capital LLC USA Full - - Full (2) - -Smalt (ex-Fortis Bank Reinsurance SA) Luxembourg Full - - Full (3) - - V1Stradios FCP FIS Luxembourg S3 Full - -Sunny Funding Ltd. Cayman Islands S3 Full - -Tender Option Bond Municipal program USA Equity* - - D1 Full - -Thunderbird Investments PLC Ireland S3 Full - -Other ActivitiesPrivate Equity (BNP Paribas Capital)Cobema Belgium Full 100% 100% Full 100% 100%Compagnie Financière Ottomane SA Luxembourg Full 96.9% 96.9% Full 96.9% 96.9%Erbe Belgium Equity 42.5% 42.5% Equity 42.5% 42.5% V2Fortis Private Equity Belgium NV Belgium Full 100% 74.9% Full 100% 74.9%Fortis Private Equity ExpansionBelgium NVBelgium Full 100% 74.9% Full 100% 74.9%Fortis Private Equity France Fund France Full 99.9 % 75.0% Full 99.9 % 75.0%Fortis Private Equity VentureBelgium SABelgium Full 100% 74.9% Full 100% 74.9%Gepeco Belgium Full 100% 100% Full 100% 100%Property companies (property used in operations)Antin Participation 5 France Full 100% 100% Full 100% 100%Ejesur SA Spain Equity* 100% 100% Equity* 100% 100% D1Foncière de la Compagnie BancaireSASFrance S4 Full 100% 100%Noria SAS France S4Société Immobilière MarchéSaint-HonoréFrance Full 99.9 % 99.9 % Full 100% 100%Société d'Etudes Immobilières deConstructions - SeticFrance S4 Full 100% 100%Société Marloise Participations France Full 100% 100% E1Investment companies and other subsidiariesBNL International Investment SA Luxembourg Full 100% 100% Full 100% 100%BNP Paribas Home Loan SFH France Full 100% 100% Full 100% 100%BNP Paribas International BV Netherlands S4BNP Paribas Méditerranée InnovationMorocco& TechnologiesFull 100% 96.7% Full 100% 96.7%BNP Paribas Partners for Innovation(Groupe)France Equity 50.0% 50.0% Equity 50.0% 50.0%BNP Paribas Public Sector SCF France Full (1) 100% 100% Full (1) 100% 100%BNP Paribas SB Re Luxembourg Full (3) 100% 100% Full (3) 100% 100%Compagnie d'Investissements deParis - CIPFrance Full 100% 100% Full 100% 100%Financière BNP Paribas France Full 100% 100% Full 100% 100%Financière du Marché Saint Honoré France Full 100% 100% Full 100% 100%GIE Groupement Auxiliaire de Moyens France Full 100% 100% Full 100% 100%Le Sphinx Assurances Luxembourg SA Luxembourg Equity* 100% 100% Equity* 100% 100%Loft Beck Ltd. Ireland S3Margaret Inc. USA S3Omnium de Gestion et de DéveloppementImmobilier - OGDIFrance Full 100% 100% Full 100% 100%Plagefi n - Placement, Gestion, FinanceLuxembourgHolding SAFull 100% 53.4% Full 100% 53.4%Sagip Belgium Full 100% 100% Full 100% 100%Société Auxiliaire de ConstructionImmobilière - SACIFrance Full 100% 100% Full 100% 100%Société Orbaisienne de Participations France Full 100% 100% Full 100% 100%UCB Bail 2 France Full 100% 100% Full 100% 100%UCB Entreprises France Full (1) 100% 100% Full (1) 100% 100%UCB Locabail immobilier 2 France S3 Equity* 100% 100%Special Purpose EntitiesBNP Paribas Capital Trust LLC 6 USA Full - - Full - -BNP Paribas Capital Preferred LLC 6 USA Full - - Full - -BNP Paribas US Medium Term NotesProgram LLCUSA Full - - Full - -BNP Paribas US Structured MediumTerm Notes LLCUSA Full - - Full - -KlépierreKlépierre SA (Group) France Equity 22.4% 22.3% D3 Full 57.5% 52.0%

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements48.c CHANGE IN THE GROUP’S INTEREST AND MINORITY INTERESTS IN THE CAPITAL ANDRETAINED EARNINGS OF SUBSIDIARIES➤ INTERNAL RESTRUCTURING THAT LED TO A CHANGE IN MINORITY SHAREHOLDERS’ INTEREST IN THE EQUITY OFSUBSIDIARIESIn millions of eurosAttributable toshareholders31 December 2012 31 December 2011Minority interestsAttributable toshareholdersMinority interestsDisposal of Fortis Bank SA b ranches' assets to BNPParibas SA branches on the same territory (7) 7 (37) 37Full disposal of Fortis Capital Corporation and itssubsidiaries to Banexi Holding Corp - - (30) 30Internal disposal of BNP Paribas Leasing Solutions fromBNP Paribas SA to BGL BNP Paribas 18 (18)Other (3) - (13) 13TOTAL 8 (11) (80) 80➤ ACQUISITIONS OF ADDITIONAL INTERESTS AND PARTIAL SALES OF INTERESTS LEADING TO CHANGES IN MINORITYINTERESTS IN THE EQUITY OF SUBSIDIARIES4In millions of eurosAttributable toshareholders31 December 2012 31 December 2011Minority interestsAttributable toshareholdersMinority interestsFauchier (24) (4)In 2010, then 2011, BNP Paribas Investment Partnersbought out minority shareholders interests representing12.5% of the capital, lifting its interest percentage to 100%Findomestic (291) (337)BNP Paribas Personal Finance bought out minorityshareholders interests representing 25% of the capital,lifting its interest percentage to 100%Restructuring in Turkey 23 (129)BNP Paribas restructured its activities in Turkeythen bought a 6% stake in TEB Bank from minorityshareholders, lifting its ownership to 56.99%(see note 8.d)Other (4) (7)TOTAL - (4) (292) (477)In connection with the acquisition of certain entities, the Group hasgranted minority shareholders put options on their holdings at apredetermined price.The total value of these obligations, which are recorded as a reduction inshareholders’ equity, amounted to EUR 133 million at 31 December 2012,compared with EUR 157 million at 31 December 2011.On 19 September 2012, Galeries Lafayette announced its intention toexercise its option to sell its interest in LaSer to BNP Paribas PersonalFinance, in accordance with the shareholders’ agreement entered intowith its co-shareholder. BNP Paribas took due note of this decision. Todate, neither the price nor the timing have been determined.2012 Registration document and annual financial report - BNP PARIBAS 195

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements8.d BUSINESS COMBINATIONS AND LOSSOF CONTROLBusiness combinations and loss of controlin 2012KlépierreBNP Paribas and Simon Property Group signed an agreement on 14 March2012 relating to the sale by BNP Paribas of 28.7% of the share capital ofKlépierre. The disposal enabled BNP Paribas to realise a EUR 1, 516 milliongain, including a EUR 631 million gain on BNP Paribas’ interest after theoperation. An additional EUR 227 million gain from internal transactionsrevaluation is also recognized in net gains on non-current assets.Following this operation, BNP Paribas owns 22.7% of the share capitalof Klépierre valued at EUR 1, 134 million on 14 March 2012, based on amarket price of 26.93 euros per share at the transaction date.The consolidation of Klépierre under the equity method led the Group torecognise in the profit and loss account a EUR 29 million badwill.The loss of control over Klépierre leads to EUR 10.4 billion of investmentproperty being removed from the carrying value of investment propertyassets in the Group’s balance sheet.Business combinations realised in 20114AcquiredsubsidariesCorebusinessCountryFortis Commercial Finance Holding NVAcquiredpercentageIn millions of eurosAcquisitionpriceGoodwillNet cashinflowRB Netherlands 100% 100 9 (11) Loans andreceivablesdue fromcustomersFortis Luxembourg VieIS Luxembourg 16.66% 114 (1) 175 Financialassets atfair valuethroughprofit or lossBNL VitaIS Italy 51% 325 120 (144) Financialassets atfair valuethroughprofit or lossAvailablefor-salefinancialassetsKey figures on acquisition dateAssetsLiabilities1,458 Due to financialinstitutions7,280 Technicalreserves ofinsurancecompanies3,555 Technicalreserves ofinsurancecompanies6, 979867Due tocustomers 4637,75011 ,545Fortis Commercial FinanceOn 10 June 2011, BNP Paribas Fortis and ABN AMRO reached an agreementunder which BNP Paribas Fortis acquired the international network ofFortis Commercial Finance, except for its Dutch activities.The assets acquired from Fortis Commercial Finance, a leading factoringcompany operating in 12 European and Asian countries, were combinedwith BNP Paribas Factor to serve BNP Paribas’ institutional clients inEurope and Asia.The deal extends the reach of the Group’s factoring network to six newcountries: the UK, Germany, Poland, Denmark, Luxembourg and HongKong. This acquisition makes the Group one of Europe’s leading factoringplayers. Fortis Commercial Finance has been fully consolidated since4 October 2011, and did not make a material contribution to Group fullyearearnings in 2011.BNL VitaOn 22 December 2009, Cardif Assicurazioni, an Italian subsidiary ofBNP Paribas, reached an agreement with insurance group Unipol toacquire its 51% stake in their BNL Vita bancassurance joint venture.Since 29 September 2011, the BNP Paribas Group has held 100% ofBNL Vita. The application of accounting standards relating to businesscombinations resulted in the recognition of goodwill when the Group tookcontrol of BNL Vita on the Group’s total stake in this subsidiary.BNL Vita was founded in 1987 and is the sixth largest player in the Italianbancassurance market. It distributes its life insurance products throughthe branch network of BNL, the G roup’s Italian bank. BNL Vita has beenfully consolidated since 30 September 2011, and its contribution to fullyear2011 earnings was not material.The entity’s name was changed into BNP Paribas Cardif Vita Compagniadi Assicurazione e Riassicurazione.1962012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Cardif Lux International/Fortis Luxembourg Vie SAOn 7 June 2011, Ageas, BGL BNP Paribas and BNP Paribas Cardifsigned an agreement to merge Fortis Luxembourg Vie with Cardif LuxInternational. Ageas and BGL BNP Paribas previously each owned 50% ofFortis Luxembourg Vie (which was accounted for under the equity methodby the BNP Paribas Group in line with its 50% stake). BNP Paribas Cardifpreviously owned 100% of Cardif Lux International (fully consolidated bythe BNP Paribas Group). After the transaction, the BNP Paribas Groupowned 66.66% of the combined unit, which has been fully consolidatedsince 31 December 2011.The business name of the combined unit is Cardif Lux Vie, which is now amajor player in the distribution of life insurance and protection insurancein the Luxemburgian market.TEB BankFollowing the acquisition of Fortis Banque SA, an agreement foreseeingthe merger of TEB and Fortis Bank Turkey was reached betweenBNP Paribas, the Colakoglu group (co-shareholder of TEB since 2005)and BNP Paribas Fortis. The merger of the two entities was appro ved bythe G eneral S hareholder’s M eetings of the two banks the 25 January 2011and was completed on 14 February. TEB’ s governance principles wereextended to the new entity which is consolidated using the proportionalintegration method. The Colakoglu group has an option to sell its sharein TEB Holding, the holding company controlling TEB, to the BNP ParibasGroup at fair value starting from 15 February 2012. This option includesa minimum price on the historical stake of the Colakoglu g roup of1, 633 million Turkish Lira starting on 1 April 2014.Through a public tender offer, the BNP Paribas Group also acquired 6% ofthe quoted shares of the new TEB Bank entity in June 2011.8.e COMPENSATION AND BENEFITSAWARDED TO THE GROUP’S CORPORATEOFFICERSRemuneration and benefits policy relating tothe group’s corporate officersRemuneration paid to the Group’s corporateofficersThe remuneration paid to the Group’s corporate officers is determined bythe method recommended by the Compensation Committee and approvedby the Board of Directors.This remuneration includes both a fixed and a variable component,the levels of which are determined using market benchmarks basedon surveys of executive remuneration established by specialised firms .Fixed remunerationThe fixed annual remuneration of Baudouin Prot, Chairman, amountsto EUR 850, 000.The fixed annual remuneration of Jean-Laurent Bonnafé, Chief ExecutiveOfficer was increased from EUR 1, 050, 000 to EUR 1, 250, 000 from1 July 2012.The fixed annual remuneration of Georges Chodron de Courcel, PhilippeBordenave and François Villeroy de Galhau, Chief Operating Officers,amount respectively to EUR 600, 000, EUR 580, 000 and EUR 450, 000.Variable remunerationThe variable portion of corporate officers’ compensation is determined onthe basis of a target compensation equal to 100% of the fixed remunerationfor Baudouin Prot, 150% for Jean-Laurent Bonnafé, Georges Chodron deCourcel and Philippe Bordenave, and 120% for François Villeroy de Galhau .It fluctuates depending on criteria linked to the Group’s performance,to the managerial performance of corporate officers and to the Boardof Directors’ assessment of BNP Paribas’ risk and liquidity policy. Thevariable portion is intended to reflect the effective contribution madeby corporate officers to the success of BNP Paribas, in relation to theChairman, notably in respect of the duties he performs pursuant to thei nternal r ules of the Board of Directors that do not relate exclusively tothe organisation and functioning of the Board, and in relation to the ChiefExecutive Officer and Chief Operating Officers, in respect to their dutiesas executives of an international financial services group.Group performance criteriaGroup performance criteria account for 75% of the target variableremuneration and are used to calculate the corresponding portion ofthe variable remuneration based on the change in the relevant indicators:■ Baudouin Prot, Jean-Laurent Bonnafé and Philippe Bordenave■■change in earnings per share (37.5% of the target variableremuneration),achievement of the Group’s budgeted gross operating income(37.5% of the target variable remuneration).■ Georges Chordon de Courcel and François Villeroy de Galhau■■■■change in earnings per share (18.75% of the target variableremuneration),achievement of the Group’s budgeted gross operating income(18.75% of the target variable remuneration),change in net income before tax of businesses for which they areresponsible (18.75% of the target variable remuneration),achievement of budgeted gross operating income of businessesfor which they are responsible (18.75% of the target variableremuneration).Personal objective-based criteriaPersonal objective-based criteria concern managerial performance asassessed by the Board of Directors in terms of foresight, decision-makingand leadership skills:■ foresight: define a vision, prepare for the future, foster a spirit ofinnovation, carry out succession planning for and open up theinternational horizons of senior executives;■ decision-making: determine, with the relevant managers, and take therequisite measures for the Group’s development, its internal efficiencyand the adequacy of its risk management, internal control and capitalmanagement policy;■ leadership: recognise behaviour consistent with the Group’s values(commitment, ambition, creativity, responsiveness). Promote initiativetakingand internal cooperation. Instil a culture of change andperformance.The variable portion of compensation linked to personal criteria is limitedto 25% of the target variable compensation.42012 Registration document and annual financial report - BNP PARIBAS 197

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Criteria related to the risk and liquidity policyThe criteria related to the risk and liquidity policy relate solely to theChief Executive Officer and Chief Operating Officers. The proportion ofvariable remuneration corresponding to these criteria depends on theachievement of several measurable and predetermined objectives. It maybe granted only where:■ the variable remuneration linked to Group performance indicators is atleast equal to the corresponding proportion of the target remuneration;■ the BNP Paribas CDS is ranked among the first third of the lowest CDSof the panel of 21 comparable banks usually published.In 2012, the Board of Directors ensured that the amount of variablecompensation and the sum of all its individual components wereconsistent with trends in the Group’s results and that, in any event,it did not exceed 180% of the fixed remuneration. The Board reportedon variable compensation paid to corporate officers at the annualshareholders’ meeting.The Board of Directors decided that 60% of the variable compensationawarded to the corporate officers in 2012 with respect to 2011 wouldbe deferred over three years, with a minimum amount of EUR 300, 000payable in 2013. The deferred portion is subject to a return-on-equitycondition, and half of the deferred portion is indexed to the share price.Half of the non-deferred portion was postponed for six months andindexed to the share price.Long-term compensation of corporate officers in the event ofa rise in the share priceBNP Paribas’ corporate officers did not receive any stock options orperformance shares in 2012.To align the interests of the Group’s executives with its long-term businessprogress, the Board of Directors has introduced a fully conditionalcompensation scheme, based on the share price over a five-year period.The scheme gives no scope for choosing the payment date, and limitsgains.No compensation will be paid in respect of this scheme if, 5 years afterthe attribution date, the share price has risen by less than 5%. Even ifthe share price rises by more than 5%, payment of compensation wouldbe subject to a performance criterion relating to the BNP Paribas shareprice being achieved each year. According to this condition, the fractioncorresponding to the allocation may be maintained, reduced or lost fromone year to the next. The amount paid would depend on the increase inthe share price over five years. Any increase in the amount paid will beless than any increase in the share price and subject to a cap that wouldapply if the share price rose sharply.The carrying value of this contingent long-term compensation at thegrant date (3 May 2012) was EUR 228, 565 for Baudouin Prot, EUR 311, 323for Jean-Laurent Bonnafé, EUR 205, 132 for Georges Chodron de Courcel,EUR 193, 561 for Philippe Bordenave, and EUR 108, 421 for FrançoisVilleroy de Galhau.Post-employment benefitsIndemnities or benefits due or likely to become due upontermination or change of officesJean-Laurent Bonnafé, who joined BNP Paribas in 1993 and wasappointed Chief Executive Officer on 1 December 2011, agreed to waivehis employment contract (effective 1 July 2012) in accordance with therecommendations of the AFEP-MEDEF c orporate g overnance c ode.As a result of this decision, apart from the death and disability andhealth insurance provided under g roup plans, he lost the benefits of thecollective bargaining agreement and company agreements which he hadenjoyed for almost twenty years as an employee and corporate officer(and particularly his rights as regards termination of his employmentcontract).In exchange, therefore, the Board authorised a regulated agreement in hisfavour on 14 December 2012, which will be put to the vote at the annualGeneral Meeting held to approve the 2012 financial statements. Theagreement sets out the terms and conditions of Jean-Laurent Bonnafé’sentitlement to termination benefits should he cease to be Chief ExecutiveOfficer:1. Jean-Laurent Bonnafé will not be entitled to termination benefits inthe event of:■serious or gross misconduct;■ failure to meet the performance conditions set out in point 2;■ voluntary resignation from office.2. In the event of termination for reasons other than those set out in point1, Jean-Laurent Bonnafé will be entitled to the following contingenttermination benefits:(a) if, for at least two of the three years preceding termination, hehas achieved at least 80% of the quantitative targets set by theBoard of Directors for determining his variable compensation, histermination benefits will be equal to two years of his latest fixedremuneration and target compensation prior to termination;(b) if the achievement rate indicated above has not been met butthe net income attributable to equity holders is positive in two ofthe three years preceding termination, his termination benefitswill be equal to two years of his compensation due in respect of2011.3. If termination occurs during the year before the date on which Jean-Laurent Bonnafé is entitled to retire, his termination benefits will be:■limited to half of the benefits as set out above;■ subject to the same terms and conditions.Baudouin Prot, Georges Chodron de Courcel, Philippe Bordenave andFrançois Villeroy de Galhau are not entitled to any contractual benefitsupon termination of office.Retirement bonusesUnder an agreement authorised by the Board of Directors and terminatingthe employment contract of Baudouin Prot, BNP Paribas undertook topay Mr Prot, when he leaves the Group to take retirement, EUR 150, 000corresponding to the retirement bonus he would have received under theagreement relating to the Banque Nationale de Paris staff provident fund.1982012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Jean-Laurent Bonnafé (Chief Executive Officer) is not entitled to anyretirement bonus when he takes retirement, in excess of the terminationcompensation mentioned above.Georges Chodron de Courcel, Philippe Bordenave and François Villeroy deGalhau (Chief Operating Officers) are entitled to the standard retirementbonus benefits awarded to all BNP Paribas SA employees according totheir initial employment contract.Supplementary pension plans (1)The defined-benefit plans previously granted to Group executives formerlyemployed by BNP, Paribas or Compagnie Bancaire have all been convertedinto top-up type schemes. The amounts allocated to the beneficiarieswere fixed when the previous schemes were closed to new entrants.A similar procedure was applied to Baudouin Prot (Chairman of the boardof Directors) and Georges Chodron de Courcel (Chief Operating Officer).Pursuant to Article L.137.11 of the French Social Security Code, BaudouinProt and Georges Chodron de Courcel now belong to a contingentcollective top-up pension plan. Under this plan, their pensions will becalculated (subject to their still being part of the Group on retirement)on the basis of the fixed and variable remuneration received in 1999 and2000, with no possibility of acquiring any subsequent rights.The amount of retirement benefits, including the pensions paid out bythe general French Social Security scheme and the ARRCO and AGIRCtop-up schemes, plus any additional banking industry pension arisingfrom the industry-wide agreement that took effect on 1 January 1994and pension rights acquired as a result of payments by the employerinto top-up funded schemes, is capped at 50% of the above-mentionedremuneration amounts.These retirement benefits will be revalued from 1 January 2002 untiltheir actual payment date, based on the average annual rate of increasein pension benefits paid by the French Social Security, ARRCO and AGIRCschemes. The increase in potential pension rights for 2012 will be limitedto the effects of this revaluation. On payment of the benefits, the top-uppensions will be equal to the differential between these revalued amountsand the pension benefits provided by the above-mentioned general andtop-up schemes. Once the amount of these top-up benefits has beenfinally determined, the benefit will then be indexed to the growth ratein the benefit value per point under the AGIRC scheme.These obligations were covered by provisions recorded by BanqueNationale de Paris. The amount of these provisions was adjusted whenthese legacy plans were closed and the obligations transferred to anexternal insurance company.The benefits deriving from the pension schemes described abovehave always been taken into account by the Board of Directors whendetermining the overall remuneration of corporate officers. During 2009,the Board of Directors formally recorded that this plan was compliantwith the provisions of the AFEP-MEDEF c orporate g overnance c ode.The Chairman of the Board of Directors, the Chief Executive Officer and theChief Operating Officers belong to the defined-contribution pension planset up for all BNP Paribas SA employees, in accordance with Article 83of the French General Tax Code. The amount of contributions paid by thecompany in 2012 was EUR 400 per beneficiary.Welfare benefit plansThe Chairman of the Board of Directors, the Chief Executive Officer andthe Chief Operating Officers are entitled to the same flexible welfarebenefits (death and disability cover, as well as the common healthcarebenefit scheme) as all BNP Paribas SA employees and corporate officers.They are also entitled to the same benefits under the Garantie VieProfessionnelle Accidents death/disability cover plan as all BNP ParibasSA employees, and to the supplementary plan set up for members ofthe Group’s Executive Committee, which pays out additional capitalof EUR 1.10 million in the event of work-related death or total andpermanent disability.4Indemnities and benefitsdue or likely to becomeGroup corporate officersEmployment contract Top-up pension plandue upon terminationor change of officesPayment undera no-compete clauseat 31 December 2012Yes No Yes No Yes No Yes NoBaudouin PROT ✓ ✓ ✓ ✓Jean -Laurent BONNAFÉ ✓ (1) ✓ (2) ✓ (3) ✓Georges CHODRON DE COURCEL ✓ ✓ ✓ ✓Philippe BORDENAVE ✓ ✓ (2) ✓ ✓François VILLEROY DE GALHAU ✓ ✓ (2) ✓ ✓(1) Employment contract waived effective 1 July 2012.(2) Jean-Laurent Bonnafé, Philippe Bordenave and François Villeroy de Galhau are only entitled to the defined-contribution plan set up for all BNP ParibasSA employees and corporate officers, in accordance with Article 83 of the French General Tax Code.(3) See above, Indemnities and benefits due or likely to become due upon termination or change of offices .(1) AFEP-MEDEF c orporate g overnance c ode (point 20-2-5).2012 Registration document and annual financial report - BNP PARIBAS 199

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsThe table below shows gross remuneration payable for the year to 31 December 2012, including directors’ fees and benefits in kind of the same period.4CompensationCompensation payable for 2012VariableI n euros(1)Fixed paid in 2013 DeferredDirectors’fees (3)Benefits inkind (5)TotalCompensation(6)Baudouin PROTChairman of the Board of Directors 850,000 330,000 495,000 93,010 3,701 1,716,404(for 2011) (941,667) (471,970) (2) (707,956) (91,796) (3,926) (2,166,394)JEAN-LAURENT BONNAFÉChief Executive Officer 1,150,000 672,000 1,008,000 143,540 3,108 2,870,811(for 2011) (820,833) (463,106) (2) (694,659) (97,087) (3,197) (2,020,548)Georges CHODRON DE COURCELChief Operating Officer 600,000 356,000 534,000 98,558 4,141 1,494,141(for 2011) (600,000) (305,143) (2) (457,714) (106,133) (4,141) (1,366,998)Philippe BORDENAVEChief Operating Officer 580,000 344,000 516,000 7,500 2,879 1,442,879(for 2011 - Period from 01/12/2011to 31/12/2011) (48,333) (25,842) (2) (38,763)(4)(13) (112,951)François VILLEROY DE GALHAUChief Operating Officer 450,000 300,000 230,000 86,042 3,114 983,114(for 2011 - Period from 01/12/2011to 31/12/2011) (37,500) (33,321) (2) (22,214)(4)(260) (93,295)Total compensation payable to theGroup's corporate officers for 2012 8,507,349(for 2011) (5,760,186)(1) Salary effectively paid in 2012.(2) These amounts correspond to variable compensation in respect of 2011 and paid in 2012.(3) Baudouin Prot does not receive any Directors’ fees from any Group companies other than from BNP Paribas SA and Erbé. Directors’ fees received fromErbé are deducted from his variable compensation.Jean-Laurent Bonnafé does not receive any Directors’ fees from any Group companies other than from BNP Paribas SA, BNP Paribas Fortis, BNL, BNPParibas Personal Finance and Erbé. The Directors’ fees received from BNP Paribas Fortis, BNL, BNP Paribas Personal Finance and Erbé are deductedfrom his variable compensation.Georges Chodron de Courcel does not receive any Directors’ fees from any Group companies other than from BNP Paribas Suisse, Erbé and BNPParibas Fortis. The Directors’ fees received from these companies are deducted from his variable compensation.Philippe Bordenave does not receive any Directors’ fees from any Group companies other than from BNP Paribas Personal Finance. The Directors’ feesreceived from BNP Paribas Personal Finance are deducted from his variable compensation.François Villeroy de Galhau does not receive any Directors’ fees from any Group companies other than from BGL, BNL, BNP Paribas Fortis, BNP ParibasLeasing Solutions and Cortal Consors. The Directors’ fees received from these companies are deducted from his variable compensation.(4) Philippe Bordenave and François Villeroy de Galhau did not receive any Directors’ fees between 1 December 2011, the start date of their term of office,and 31 December 2011.(5) The Chairman of the Board of Directors, the Chief Executive Officer and the Chief Operating Officers each have a company car and a mobile telephone.(6) Total compensation after deduction of Directors’ fees from variable compensation .2002012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The table below shows gross remuneration paid in 2012, including directors’ fees and benefits in kind of the same period.Compensation paid in 2012CompensationIn euros Fixed Variable (1)Directors’feesBenefitsin kindTotalCompensationBaudouin PROTChairman of the Board of Directors 850,000 819,495 93,010 3,701 1,766,206(for 2011) (941,667) (799,042) (91,796) (3,926) (1,836,430)JEAN-LAURENT BONNAFÉChief Executive Officer 1,150,000 640,935 143,540 3,108 1,937,583(for 2011) (820,833) (513,619) (97,087) (3,197) (1,434,736)Georges CHODRON DE COURCELChief Operating Officer 600,000 457,166 98,558 4,141 1,159,865(for 2011) (600,000) (435,540) (106,133) (4,141) (1,145,814)Philippe BORDENAVEChief Operating Officer 580,000 406,366 7,500 2,879 996,745(for 2011 - Period from 01/12/2011 to 31/12/2011) (48,333) (690) (2) - (13) (49,036)François VILLEROY DE GALHAUChief Operating Officer 450,000 216,815 86,042 3,114 755,971(for 2011 - Period from 01/12/2011 to 31/12/2011) (37,500) (690) (2) - (260) (38,450)Total compensation paid to the Group's corporate officers in 2012 6,616,370(for 2011) (4,504,466)(1) The amounts shown also include variable compensation itself, exceptional compensation and deductions corresponding to the recovery of Directors’fees.Baudouin Prot’ s variable compensation paid in 2012 in respect of 2011 was reduced by EUR 50, 920, representing the recovery of Directors’ feesreceived in 2011.Jean-Laurent Bonnafé’ s variable compensation paid in 2012 in respect of 2011 was reduced by EUR 58, 334 representing the recovery of Directors’ feesreceived in 2011.Georges Chodron de Courcel’ s variable compensation paid in 2012 in respect of 2011 was reduced by EUR 106, 133, representing the recovery ofDirectors’ fees received in 2011.Philippe Bordenave’s variable compensation paid in 2012 in respect of 2011 was reduced by EUR 6, 879, representing the recovery of Directors’ feesreceived in 2011.François Villeroy de Galhau’s variable compensation paid in 2012 in respect of 2011 was reduced by EUR 53, 413, representing the recovery ofDirectors’ fees received in 2011.(2) Bonus received in December 2011 awarded under a company-wide agreement to all BNP Paribas SA full-time employees present for the duration of2010.The average payroll tax rate on these compensations in 2012 was 30.5% (32.3% in 2011).42012 Registration document and annual financial report - BNP PARIBAS 201

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ BENEFITS AWARDED TO THE CORPORATE OFFICERSBenefits awarded to the Group's corporate officersYear to31 Dec. 2012Year to31 Dec. 2011Post-employment benefitsRetirement bonusesPresent value of the benefit obligation (payroll taxes excluded) € 620,247 € 746,318Contingent collective defined-benefit top-up pension planTotal present value of the benefit obligation € 19.01 m € 18.5 mDefined contribution pension planContributions paid by the company during the year € 2,000 € 1,588Welfare benefitsPremiums paid by the company during the year € 23,429 € 74,263➤ DIRECTOR’S FEES PAID TO MEMBERS OF THE BOARD OF DIRECTORS4In eurosDirector's fees paidin 2012Director's fees paidin 2011AUGUSTE Patrick (1) 26,861BÉ BÉ AR Claude (2) 31,306 48,009BERGER Suzanne (3) 23,358BONNAFÉ Jean-Laurent 37,703 38,753DE CHALENDAR Pierre-André (4) 16,461GIANNO Jean-Marie (5) 10,054 47,034GRAPPOTTE François (3) 45,317KESSLER Denis 71,294 74,466KUNEVA Meglena 46,203 36,629LEPETIT Jean-François 76,177 65,524MISSON Nicole 45,489 17,624MOUCHARD Thierry (6) 26,515PARISOT Laurence 39,615 41,726PÉ BEREAU Michel 44,859 40,876PLOIX Hélène 53,672 45,972PROT Baudouin 37,703 40,876SCHWEITZER Louis 67,896 60,239TILMANT Michel 55,547 56,590VAN BROEKHOVEN Emiel 55,547 55,528WEBER-REY Daniela 46,522 55,528WICKER-MIURIN Fields 52,432 20,597TOTAL 814,995 841,507(1) Term of office ended 30 June 2011.(2) Term of office ended 23 May 2012.(3) Term of office ended 11 May 2011.(4) Term of office beginning 23 May 2012.(5) Term of office ended 15 February 2012.(6) Term of office beginning 16 February 2012 .2022012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Stock subscription option plansUnder the authorisations granted by the Shareholders’ General Meetings,BNP Paribas has set up a Global Share-based Incentive Plan, thecharacteristics of which are decided by the Board of Directors and aredescribed in the note on salaries and employee benefits (share-basedpayment).Although the provisions of this programme apply to corporate officers,the Board of Directors did not choose to use it in 2012.➤ OPTIONS GRANTED AND EXERCISED IN 2012Stock subscription optionsgranted to and/or exercisedby the Group's corporateofficersNumber ofoptionsExerciseprice(in euros)Grant datePlan expirydateIndividual allocation valuationin eurosas apercentageof therecognisedexpenseIndividualallocation as apercentage ofshare capitalOptions granted in 2012 Nil - - - - - -Options exercised in 2012 Nil - - - - - -Options granted in 2011 Nil - - - - - -Options exercised in 2011Baudouin PROT 94,818 47.37 15/05/2001 14/05/2011Georges CHODRON DECOURCEL 4,675 35.87 21/03/2003 20/03/201342012 Registration document and annual financial report - BNP PARIBAS 203

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ SUMMARY OF COMPENSATION AND STOCK OPTIONS PAID TO INDIVIDUAL CORPORATE OFFICERSIn euros 2012 2011Baudouin PROTChairman of the Board of DirectorsRemuneration for the year 1,716,404 2,166,394Long-term compensation - carrying amount at date of grant 228,565 492,506Value of stock options granted during the year Nil NilTOTAL 1,944,969 2,658,900Jean-Laurent BONNAFÉChief Executive OfficerRemuneration for the year 2,870,811 2,020,548Long-term compensation - carrying amount at date of grant 311,323 399,744Value of stock options granted during the year Nil Nil4TOTAL 3,182,134 2,420,292Georges CHODRON DE COURCELChief Operating OfficerRemuneration for the year 1,494,141 1,366,998Long-term compensation - carrying amount at date of grant 205,132 323,780Value of stock options granted during the year Nil NilTOTAL 1,699,273 1,690,778Philippe BORDENAVEChief Operating OfficerRemuneration for the year 1,442,879 112,951 (1)Long-term compensation - carrying amount at date of grant 193,561 NilValue of stock options granted during the year Nil NilTOTAL 1,636,440 112,951 (1)François VILLEROY DE GALHAUChief Operating OfficerRemuneration for the year 983,114 93,295 (1)Long-term compensation - carrying amount at date of grant 108,421 NilValue of stock options granted during the year Nil NilTOTAL 1,091,535 93,295 (1)(1) Remuneration paid between 1 December 2011 (start date of their term of office), and 31 December 2011 .2042012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4The table shows the number of options held by the Group’s corporate officers at 31 December 2012.Originatingcompany BNP Paribas BNP Paribas BNP Paribas BNP Paribas BNP Paribas BNP Paribas BNP Paribas BNP Paribas BNP ParibasDate of grant 21/03/2003 24/03/2004 25/03/2005 05/04/2006 08/03/2007 18/04/2008 08/04/2009 05/03/2010 04/03/2011Baudouin PROT 201,688 - 155,125 184,537 174,300 174,299 - - -Jean-LaurentBONNAFÉ - - 41,368 51,261 61,518 61,517 - - -Georges CHODRONDE COURCEL - - 62,052 92,269 92,277 102,529 - - -PhilippeBORDENAVE 38,484 - 41,368 36,908 36,911 41,012 41,014 24,900 18,660François VILLEROYDE GALHAU - 7,750 15,514 15,379 15,380 15,380 41,014 24,900 18,660NUMBER OF OPTIONSAT END-2012 (1) 240,172 7,750 315,427 380,354 380,386 394,737 82,028 49,800 37,320(1) The increase in capital with pre-emptive subscription rights in October 2009 in accordance with the regulations in force and in order to take intoaccount the detachment of a pre-emptive subscription right led to the adjustment of the number and exercise prices of options .Performance sharesUnder the Global Share-based Incentive Plan implemented in favour of the categories of employees described in note 7.e, Philippe Bordenave andFrançois Villeroy de Galhau have received fully conditional performance shares.4Originating company BNP Paribas BNP ParibasGrant date 05/03/2010 04/03/2011Vesting date 05/03/2013 04/03/2014Date of availability 06/03/2015 04/03/2016Performance conditions yes yesNumber of shares (1) Valuation (2) Number of shares Valuation (2)Philippe BORDENAVE 2,070 103,500 4,665 223,174François VILLEROY DE GALHAU 2,070 103,500 4,665 223,174TOTAL 4,140 207,000 9,330 446,347(1) The number of shares has been adjusted to take into account the loss of one third of the initial grant due to non-achievement of the performancecondition for that portion.(2) Valuation at the grant date of the shares according to the method described in note 7.e .No corporate officer held available performance shares at 31 December 2012.2012 Registration document and annual financial report - BNP PARIBAS 205

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsLong-term compensation of BNP Paribas corporate officers in case of a share price riseThe table shows the fair value of the long-term compensation of the Group’s corporate officers at the plans grant date and at 31 December 2012.Originating company BNP Paribas BNP ParibasGrant date 12/04/2011 03/05/2012Due date 12/04/2016 03/05/2017In euros Grant date At 31/12/2012 Grant date At 31/12/2012Baudouin PROT 492,506 410,310 228,565 346,375Jean-Laurent BONNAFÉ 399,744 333,030 311,323 471,789Georges CHODRON DE COURCEL 323,780 269,743 205,132 310,864Philippe BORDENAVE - - 193,561 293,328François VILLEROY DE GALHAU - - 108,421 164,305TOTAL 1,216,031 1,013,083 1,047,002 1,586,6624Holding of shares resulting from the exercise ofstock optionsThe Board of Directors decided that the Chairman of the Board ofDirectors, the Chief Executive Officer and the Chief Operating Officerswere required to hold a quantity of shares resulting from the exercisingof stock options until they stand down from office. For Jean-LaurentBonnafé, this holding requirement is set at 50% of the capital gain netof acquisition realised on options awarded as of 1 September 2008, thedate when he was appointed corporate officer. This holding requirementapplies to Philippe Bordenave and François Villeroy de Galhau for optionsawarded to them as of 1 December 2011. It will be deemed as havingbeen met once the thresholds defined below in respect of holding sharesare reached by means of shares resulting from the exercising of stockoptions.The Board of Directors has decided that Baudouin Prot and GeorgesChodron de Courcel are still required to hold the minimum quantityof shares for the duration of their term of office. This quantity hadpreviously been set at 80, 000 shares for Baudouin Prot and 30, 000 sharesfor Georges Chodron de Courcel. It was also decided that the minimumquantity of shares that Jean-Laurent Bonnafé will be required to hold forthe duration of his term of office will be increased from 30, 000 shares to80, 000 shares, in line with the number of shares set for Baudouin Prot inhis capacity as Chief Executive Officer. Jean-Laurent Bonnafé must complywith this obligation, through the direct ownership of shares or units inthe Company Savings Plan fully invested in BNP Paribas shares, no laterthan by 1 December 2014, that is three years after his appointment asChief Executive Officer.In consideration of their respective compensation, the Board of Directorshas set the minimum quantity of shares that must be held by PhilippeBordenave and François Villeroy de Galhau for the duration of their termof office in the form of shares or units in the Company Savings Plan fullyinvested in BNP Paribas shares. This minimum quantity has been set at30, 000 shares for Philippe Bordenave and 20, 000 shares for FrançoisVilleroy de Galhau. This obligation must be complied with no later than1 December 2016.Remuneration and benefits awarded toemployee-elected directorsTotal compensation paid in 2012 to employee-elected directors basedon their actual attendance amounted to EUR 114, 370 (EUR 155, 426 in2011), excluding directors fees. The total amount of directors’ fees paidin 2012 to employee-elected directors was EUR 82, 058 (EUR 93, 346 in2011). These sums were paid directly to the trade union bodies of thedirectors concerned.Employee-elected directors are entitled to the same death/disabilitycover and the same Garantie Vie Professionnelle Accidents benefits asall BNP Paribas SA employees, as well as healthcare expense coverage.The total amount of premiums paid into these schemes by BNP Paribasin 2012 on behalf of the employee-elected directors was EUR 1, 833(EUR 1, 746 in 2011).The employee-elected directors belong to the defined-contribution planset up for all BNP Paribas SA employees, in accordance with Article 83of the French General Tax Code. The total amount of contributions paidinto this plan by BNP Paribas in 2012 on behalf of these corporate officerswas EUR 738 (EUR 717 in 2011). They are also entitled to top-up bankingindustry pensions under the industry-wide agreement that took effecton 1 January 1994.2062012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Loans, advances and guarantees granted to theGroup’s corporate officersAt 31 December 2012, total outstanding loans granted directly orindirectly to the Group’s corporate officers amounted to EUR 2, 700, 091(EUR 3, 416, 297 at 31 December 2011). It represents the total amountof loans granted to BNP Paribas’ corporate officers and their spouses.These loans representing normal transactions were carried out on anarm’s length basis.8.f RELATED PARTIESOther related parties of the BNP Paribas Group comprise consolidatedcompanies (including entities consolidated under the equity method)and entities managing post-employment benefit plans offered to Groupemployees (except for multi-employer and multi-industry schemes).Transactions between the BNP Paribas Group and related parties arecarried out on an arm’s length basis.Relations between consolidated companiesA list of companies consolidated by the BNP Paribas Group is providedin note 8.b “Scope of consolidation”. Transactions and period-endbalances between fully-consolidated entities are eliminated. The tablesbelow show the portion of intragroup transactions not eliminated inconsolidated accounts, related with companies accounted for by theproportionate consolidation method over which BNP Paribas exercisesjoint control. They also show transactions and balances with associatesaccounted for by the equity method.➤ RELATED-PARTY BALANCE SHEET ITEMSIn millions of eurosConsolidatedentities underthe proportionatemethod31 December 2012 31 December 2011Consolidatedentities under theequity methodConsolidatedentities underthe proportionatemethodConsolidatedentities under theequity methodASSETSLoans, advances and securitiesOn demand accounts 53 130 29 40Loans 3,969 1,827 4,058 3,082Securities 319 16 312 17Finance leases - - 6 -Non-trading securities held in the portfolio 459 2 479 2Other assets 6 128 11 110TOTAL 4,806 2,103 4,895 3,251LIABILITIESDepositsOn demand accounts 25 726 94 664Other borrowings 121 1,861 88 1,627Debt securities 66 - 67 32Other liabilities 8 40 11 14TOTAL 220 2,627 260 2,337FINANCING COMMITMENTS AND GUARANTEECOMMITMENTSFinancing commitments given 100 2,523 20 581Guarantee commitments given 189 102 153 73TOTAL 289 2,625 173 6544The Group also carries out trading transactions with related partiesinvolving derivatives (swaps, options and forwards, etc.) and financialinstruments purchased or underwritten and issued by them (equities,bonds, etc.).2012 Registration document and annual financial report - BNP PARIBAS 207

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements➤ RELATED-PARTY PROFIT AND LOSS ITEMSIn millions of eurosConsolidatedentities underthe proportionatemethodYear to 31 Dec. 2012 Year to 31 Dec. 2011Consolidatedentities under theequity methodConsolidatedentities underthe proportionatemethodConsolidatedentities under theequity methodInterest income 134 146 145 93Interest expense (4) (28) (4) (45)Commission income 18 351 18 314Commission expense (57) (15) (60) (28)Services provided 1 34 1 72Services received - (63) - (96)Lease income 2 6 2 7TOTAL 94 431 102 3174Entities managing post-employment benefitplans offered to group employeesThe main post-employment benefits of the BNP Paribas Group areretirement bonus plans, and top-up defined-benefit and definedcontributionpension plans.In Belgium, BNP Paribas Fortis funds a number of pension schemesmanaged by AG Insurance in which the BNP Paribas Group has an 18.7%equity interest.In other countries, post-employment benefit plans are generally managedby independent fund managers or independent insurance companies,and occasionally by Group companies (in particular BNP Paribas AssetManagement, BNP Paribas Cardif, Bank of the West and First HawaiianBank). In Switzerland, a dedicated foundation manages pension plans forBNP Paribas Switzerland’s employees.At 31 December 2012, the value of plan assets managed by Groupcompanies or by companies over which the Group exercises significantinfluence was EUR 3, 420 million (EUR 3, 164 million at 31 December 2011).Amounts received relating to services provided by Group companies inthe year to 31 December 2012 totalled EUR 4.0 million, and mainly iscomposed of management and custody fees (EUR 4.1 million in 2011).2082012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements48.g BALANCE SHEET BY MATURITYThe table below gives a breakdown of the balance sheet by contractualmaturity. The maturity of financial assets and liabilities at fair valuethrough profit or loss within the trading portfolio is deemed to be“undetermined” insofar as these instruments are intended to be soldor redeemed before their contractual maturity dates. The maturities ofvariable-income financial assets classified as available for sale, derivativehedging instruments, remeasurement adjustments on interest-rate riskhedged portfolios and undated subordinated debt are also deemed to be“undetermined”. Since the majority of technical reserves of insurancecompanies are considered as demand deposits, they are not presentedin this table.In millions of euros, at 31 December 2012NotdeterminedOvernightordemandUp to 1month(excl.overnight)1 to 3months3 monthsto 1 year1 to 5yearsMore than5 years TotalCash and amounts due from central banks 103,190 103,190Financial assets at fair value through profit orloss 763,799 763,799Derivatives used for hedging purposes 14,267 14,267Available-for-sale financial assets 17,093 6,447 10,578 18,513 56,530 83,345 192,506Loans and receivables due from creditinstitutions 26 10,414 7,387 3,013 3,848 6,413 9,305 40,406Loans and receivables due from customers - 49,195 47,927 58,766 74,957 190,107 209,568 630,520Remeasurement adjustment on interest-raterisk hedged portfolios 5,836 5,836Held-to-maturity financial assets - 264 436 5,019 4,565 10,284FINANCIAL ASSETS BY MATURITY 801,021 162,799 61,761 72,621 97,754 258,069 306,783 1,760,808Due to central banks 1,532 1,532Financial liabilities at fair value through profit orloss 661,995 353 1,585 5,356 24,842 9,492 703,623Derivatives used for hedging purposes 17,286 17,286Due to credit institutions 15,324 20,525 18,603 5,669 48,928 2,686 111,735Due to customers 329,327 106,448 32,939 26,079 29,456 15,264 539,513Debt securities 19,618 33,295 47,581 49,769 22,935 173,198Subordinated debt 2,605 32 452 1,156 8,204 2,774 15,223Remeasurement adjustment on interest-raterisk hedged portfolios 2,067 2,067FINANCIAL LIABILITIES BY MATURITY 683,953 346,183 146,976 86,874 85,841 161,199 53,151 1,564,17742012 Registration document and annual financial report - BNP PARIBAS 209

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4In millions of euros, at 31 December 2011NotdeterminedOvernightordemandUp to 1month(excl.overnight)1 to 3months3 monthsto 1 year1 to 5yearsMore than5 years TotalCash and amounts due from central banks 58,382 58,382Financial assets at fair value through profitor loss 820,463 820,463Derivatives used for hedging purposes 9,700 9,700Available-for-sale financial assets 17,479 5,581 13,589 17,681 50,398 87,740 192,468Loans and receivables due from creditinstitutions - 16,117 11,244 8,304 3,182 7,966 2,556 49,369Loans and receivables due from customers - 55,011 57,993 56,878 72,762 198,788 224,402 665,834Remeasurement adjustment on interest-raterisk hedged portfolios 4,060 4,060Held-to-maturity financial assets - 299 212 4,188 5,877 10,576FINANCIAL ASSETS BY MATURITY 851,702 129,510 74,818 79,070 93,837 261,340 320,575 1,810,852Due to central banks 1,231 1,231Financial liabilities at fair value through profitor loss 723,492 513 2,167 6,131 22,644 7,848 762,795Derivatives used for hedging purposes 14,331 14,331Due to credit institutions 21,234 49,429 21,475 6,159 42,282 8,575 149,154Due to customers 319,719 126,907 31,467 27,547 27,030 13,614 546,284Debt securities 28,020 31,856 27,896 49,713 20,301 157,786Subordinated debt 3,507 23 445 2,360 5,325 8,023 19,683Remeasurement adjustment on interest-raterisk hedged portfolios 356 356FINANCIAL LIABILITIES BY MATURITY 741,686 342,184 204,892 87,410 70,093 146,994 58,361 1,651,620The majority of the financing and guarantee commitments given, whichamounted to EUR 264, 284 million and EUR 91, 689 million respectivelyat 31 December 2012 (EUR 253, 298 million and EUR 106, 096 millionrespectively at 31 December 2011), can be drawn at sight.8.h FAIR VALUE OF FINANCIALINSTRUMENTS CARRIED AT AMORTISEDCOSTThe information supplied in this note must be used and interpreted withthe greatest caution for the following reasons:■ these fair values are an estimate of the value of the relevantinstruments as of 31 December 2012. They are liable to fluctuatefrom day to day as a result of changes in various parameters, suchas interest rates and credit quality of the counterparty. In particular,they may differ significantly from the amounts actually received orpaid on maturity of the instrument. In most cases, the fair value isnot intended to be realised immediately, and in practice might not berealised immediately. Consequently, this fair value does not reflectthe actual value of the instrument to BNP Paribas as a going concern;■ most of these fair values are not meaningful, and hence are not takeninto account in the management of the commercial banking activitieswhich use these instruments;■ estimating a fair value for financial instruments carried at historicalcost often requires the use of modelling techniques, hypotheses andassumptions that may vary from bank to bank. This means thatcomparisons between the fair values of financial instruments carried athistorical cost as disclosed by different banks may not be meaningful;■ the fair values shown below do not include the fair values of nonfinancialinstruments such as property, plant and equipment, goodwilland other intangible assets such as the value attributed to demanddeposit portfolios or customer relationships. Consequently, thesefair values should not be regarded as the actual contribution of theinstruments concerned to the overall valuation of the BNP ParibasGroup.2102012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4In millions of eurosCarrying value (1)31 December 2012 31 December 2011Estimated fairEstimated fairvalue Carrying value (1) valueFINANCIAL ASSETSLoans and receivables due from credit institutions 40,406 41,128 49,369 49,316Loans and receivables due from customers 630,520 655,097 665,834 683,398Held-to-maturity financial assets 10,284 10,412 10,576 11,135FINANCIAL LIABILITIESDue to credit institutions 111,735 112,599 149,154 149,879Due to customers 539,513 540,982 546,284 547,992Debt securities 173,198 176,466 157,786 154,419Subordinated debt 15,223 14,862 19,683 16,243(1) The carrying amount does not include the remeasurement of portfolios of financial instruments in fair value hedging relationships. At 31 December2012, this is included within “Remeasurement adjustment on interest-rate risk hedged portfolios” as EUR 5, 836 million under assets, and EUR 2, 067million under liabilities (EUR 4, 060 million and EUR 356 million, respectively, at 31 December 2011 ).The fair value of a financial instrument is defined as the amount forwhich an asset could be exchanged, or a liability settled, betweenknowledgeable, willing parties in an arm’s length transaction.The valuation techniques and assumptions used by BNP Paribas ensurethat the fair value of financial assets and liabilities is measured on aconsistent basis throughout the Group. Fair value is based on pricesquoted in an active market when these are available. In other cases, fairvalue is determined using valuation techniques such as discounting ofestimated future cash flows for loans, liabilities and held-to-maturityfinancial assets, or specific valuation models for other financialinstruments as described in note 1, “Principal accounting policies appliedby the BNP Paribas Group”. In the case of loans, liabilities and heldto-maturityfinancial assets that have an initial maturity of less thanone year (including demand deposits) or are granted on floating-rateterms, fair value equates to carrying amount. The same applies to mostregulated savings products.8.i CONTINGENT LIABILITIES: LEGALPROCEEDING AND ARBITRATIONFollowing discussions with the U.S. Department of Justice and the NewYork County District Attorney’s Office, among other U.S. regulators and lawenforcement and other governmental authorities, the Bank is conductingan internal review of certain U.S. dollar payments involving countries,persons and entities that could be subject to economic sanctions underU.S. law in order to determine whether the Bank has, in the conduct ofits business, complied with such laws. The review covers a significantvolume of transactions that, even though they may not have beenprohibited by the laws of the countries of the Bank entities that initiatedthem, may be considered impermissible under U.S. regulations (and,in particular, those of the Office of Foreign Assets Control). When theBank completes this review, it will present its findings and argumentsto the U.S. authorities. The Bank is not currently able, on the basis of thetransactions identified to date, to estimate without a substantial degreeof uncertainty the specific amount or even the general magnitude ofthe possible consequences of this review (including in terms of fines orpenalties) on its results of operation and financial condition. The timingof completion of the review process and subsequent discussions with theU.S. authorities is also uncertain. It should be noted that similar reviewsconducted by numerous other financial institutions have often resulted insettlements involving in particular the payment of significant fines and/or penalties depending on the circumstances of each matter.Legal action has been taken against several Algerian and internationalbanks, including BNP Paribas El Djazair, a BNP Paribas SA subsidiary,for administrative errors in processing international trade financingapplications. BNP Paribas El Djazair has been accused of non-compliancewith foreign exchange regulations in seven cases before Algerian courts.BNP Paribas El Djazair was ordered by a lower court to pay fines ofapproximately EUR 200 million. Three of these cases were subsequentlyoverturned on appeal, including the case involving the most significantamount (EUR 150 million). Two other appeals rulings have upheld finestotalling EUR 52 million. All of these rulings have been appealed beforethe Cassation Court, and execution has been suspended pending theoutcome of these appeals pursuant to Algerian law. BNP Paribas El Djazairwill continue to vigorously defend itself before the Algerian courts witha view to obtaining recognition of its good faith towards the authorities,which suffered no actual damage.42012 Registration document and annual financial report - BNP PARIBAS 211

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4On 27 June 2008, the Republic of Iraq filed a lawsuit in New York againstapproximately 90 international companies that participated in the oilfor-food(“OFF”) programme and against BNP Paribas as holder of theOFF account on behalf of the United Nations. The complaint alleges,notably, that the defendants conspired to defraud the OFF programme,thereby depriving the Iraqi people of more than USD 10 billion in food,medicine and other humanitarian goods. The complaint also contendsthat BNP Paribas breached purported fiduciary duties and contractualobligations created by the banking services agreement bindingBNP Paribas and the United Nations. The complaint is pleaded underthe US Racketeer Influenced and Corrupt Organisations Act (“RICO”) whichallows treble damages if damages are awarded. The complaint has beenserved and the defendants, including BNP Paribas, moved to dismissthe action in its entirety on a number of different legal grounds. Thecomplaint has been served and the defendants, including BNP Paribas,moved to dismiss the action in its entirety on a number of different legalgrounds. Oral arguments took place in October 2012. On 6 February 2013,the complaint was dismissed by the United States District Court SouthernDistrict of New York (which means that the plaintiff does not have theopportunity to re-file an amended complaint). On 15 February 2013, theRepublic of Iraq filed a notice of appeal before the United States Court ofAppeals for the Second Circuit.The Bank and certain of its subsidiaries are defendants in several actionspending before the United States Bankruptcy Court Southern District ofNew York brought by the Trustee appointed for the liquidation of BernardL. Madoff Investment Securities LLC (“BLMIS”). These actions, knowngenerally as “clawback claims”, are similar to those brought by the BLMISTrustee against numerous institutions, and seek recovery of amountsallegedly received by the BNP Paribas entities from BLMIS or indirectlythrough BLMIS-related “feeder funds” in which BNP Paribas entities heldinterests. The BLMIS Trustee claims in these actions that the amountswhich BNP Paribas entities received are avoidable and recoverable underthe U.S. Bankruptcy Code and New York state law. In the aggregate,the amounts sought to be recovered in these actions approximates$1.2 billion. BNP Paribas has substantial and credible defenses to theseactions and is defending against them vigorously.Various legal disputes and enquiries are ongoing relating to therestructuring of the Fortis Group, now Ageas, of which BNP Paribas Fortisis no longer part, and to events having occurred before BNP ParibasFortis became part of the BNP Paribas Group. Among these disputes arelitigations brought by shareholder groups in The Netherlands and Belgiumagainst (among others) Ageas and BNP Paribas Fortis, in the context ofthe capital increase of Fortis (now Ageas) completed in October 2007in connection with the acquisition of ABN Amro Bank N.V.. The Bank isvigorously defending itself in these proceedings.There are no other government, legal or arbitration proceedings of whichthe Company is aware that are likely to have or have had within the last12 months a significant impact on the financial position or profitabilityof the Company and/or Group.8.j FEES PAID TO THE STATUTORY AUDITORSIn 2012Deloitte PricewaterhouseCoopers Mazars TotalExcluding tax, in thousands of eurosTotal % Total % Total % Total %AuditStatutory audits and contractual audits, includingIssuer 3,242 20% 3,359 19% 1,539 16% 8,140 19%Consolidated subsidiaries 8,801 55% 9,391 54% 7,393 79% 25,585 60%Other reviews and services directly related to the statutory audit engagement, includingIssuer 1 0% 564 3% 93 1% 658 2%Consolidated subsidiaries 1,472 9% 2,920 17% 227 2% 4,619 11%Sub-total 13,516 84% 16,234 93% 9,252 99% 39,002 91%Other services provided by the networks to fully- or proportionally-consolidated subsidiariesTax and legal 97 1% 77 0% - 0% 174 0%Others 2,518 16% 1,183 7% 77 1% 3,778 9%Sub-total 2,615 16% 1,260 7% 77 1% 3,952 9%TOTAL 16,131 100% 17,494 100% 9,329 100% 42,954 100%2122012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4In 2011Deloitte PricewaterhouseCoopers Mazars TotalExcluding tax, in thousands of eurosTotal % Total % Total % Total %AuditStatutory audits and contractual audits, includingIssuer 3,639 19% 4,505 25% 1,230 12% 9,374 18%Consolidated subsidiaries 10,775 55% 9,625 53% 8,927 84% 29,327 61%Other reviews and services directly related to the statutory audit engagement, includingIssuer 348 2% 986 5% 121 1% 1,455 4%Consolidated subsidiaries 535 3% 1,815 10% 332 3% 2,682 6%Sub-total 15,297 79% 16,931 93% 10,610 100% 42,838 89%Other services provided by the networks to fully- or proportionally-consolidated subsidiariesTax and legal 20 0% 54 1% 2 0% 76 0%Others 4,047 21% 1,133 6% 47 0% 5,227 11%Sub-total 4,067 21% 1,187 7% 49 0% 5,303 11%TOTAL 19,364 100% 18,118 100% 10,659 100% 48,141 100%The audit fees paid to auditors which are not members of the network ofone of the auditors certifying the consolidated financial statements andthe non-consolidated financial statements of BNP Paribas SA, mentionedin the table above, amount to EUR 1, 613 thousand for the year 2012(EUR 1, 468 thousand in 2011).The decrease in fees paid to auditors in 2012 derives from the revaluationof audit budgets in the framework of the renewal of their mandates for2012-2017, as well as from the effect of changes in scope, mainly relatedto Klépierre, which is now consolidated under the equity method.Other work and services related directly to audit work, mainly work onfinancial transactions, opinions on the G roup’s approach to implementingaccounting standards and controls, reviews of the entity’s compliancewith regulatory provisions and reviews of internal control quality bycomparison with international standards (such as ISAE 3402) as part ofservices provided to customers, particularly in the securities and assetmanagement businesses.42012 Registration document and annual financial report - BNP PARIBAS 213

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Statutory Auditors’ report on the consolidated financial statements4.7 Statutory A uditors’ report on the consolidatedfinancial statementsDeloitte & Associés185, avenue Charles de Gaulle92524 Neuilly-sur-Seine CedexPricewaterhouseCoopers Audit63, rue de Villiers92208 Neuilly-sur-Seine CedexMazars61, rue Henri Regnault92400 CourbevoieFor the year ended 31 December 20124This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speakingreaders. The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or not. Thisinformation is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph discussing the Auditors’assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion onthe consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information takenoutside of the consolidated financial statements.This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.BNP Paribas16, boulevard des Italiens75009 ParisTo the Shareholders,In compliance with the assignment entrusted to us by your General Shareholders’ Meeting, we hereby report to you, for the year ended 31 December2012, on:■ the audit of the accompanying consolidated financial statements of BNP Paribas;■ the justification of our assessments;■ the specific verification required by law.These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated financialstatements based on our audit.I – Opinion on the consolidated financial statementsWe conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performingprocedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidatedfinancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimatesmade, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Groupat 31 December 2012 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards asadopted by the European Union.II – Justification of our assessmentsIn accordance with the requirements of article L.823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments,we bring to your attention the following matters:Impairment provisions for credit and counterparty riskBNP Paribas records impairment provisions to cover the credit and counterparty risk inherent to its business as described in notes 1.c.5, 2.f, 4, 5.f and 5.gto the consolidated financial statements. We examined the control procedures applicable to identifying risk exposure, monitoring credit and counterpartyrisk, defining impairment testing methods and determining individual and portfolio-based impairment losses.2142012 Registration document and annual financial report - BNP PARIBAS

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Statutory Auditors’ report on the consolidated financial statements4Measurement of financial instrumentsBNP Paribas uses internal models and methodologies to value its positions on financial instruments which are not traded on active markets, as well asto determine certain provisions and assess whether hedging designations are appropriate. We examined the control procedures applicable to identifyinginactive markets, verifying these models and determining the inputs used.Impairment of available-for-sale assetsBNP Paribas recognises impairment losses on available-for-sale assets where there is objective evidence of a prolonged or significant decline in value,as described in notes 1.c.5, 2.d and 5.c to the consolidated financial statements. We examined the control procedures relating to the identification ofsuch evidence, the valuations of the most significant captions, and the estimates used, where applicable, to record impairment losses.Impairment related to goodwillBNP Paribas carried out impairment tests on goodwill which led to the recording of impairment losses in 2012, as described in notes 1.b.4 and 5.o tothe consolidated financial statements. We examined the methods used to implement these tests as well as the main assumptions, inputs and estimatesused, where applicable, to record impairment losses.Deferred tax assetsBNP Paribas recognises deferred tax assets during the year, notably in respect of tax loss carryforwards, as described in notes 1.k, 2.g and 5.k to theconsolidated financial statements. We examined the main estimates and assumptions used to record those deferred tax assets.Provisions for employee benefitsBNP Paribas raises provisions to cover its employee benefit obligations, as described in notes 1.h and 7.b to the consolidated financial statements. Weexamined the method adopted to measure these obligations, as well as the main assumptions and inputs used.These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinionwe formed which is expressed in the first part of this report.4III – Specific verificationAs required by law and in accordance with professional standards applicable in France, we have also verified the information presented in the Group’smanagement report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.Neuilly-sur-Seine and Courbevoie, 8 March 2013The Statutory AuditorsDeloitte & AssociésDamien LeurentPricewaterhouseCoopers AuditEtienne BorisMazarsHervé Hélias2012 Registration document and annual financial report - BNP PARIBAS 215

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Statutory Auditors’ report on the consolidated financial statements42162012 Registration document and annual financial report - BNP PARIBAS

5 RISKS AND CAPITAL ADEQUACY5.1 Annual risk survey 219Key risks arising from the Group’s business 219Top risks of the year 220Risk factors 2225.2 Capital management and capital adequacy 227Scope of application 227Regulatory capital 230Capital requirements and risk-weighted assets 232Capital adequacy and capital planning 234Capital management 2355.3 Risk management 237Risk management organisation 237Risk culture 239Risk profile 240Risks categories 240Stress testing 2445.4 Credit risk 245Exposure to credit risk 245Credit risk management policy 247Credit risk diversification 251Risk-weighted assets 253Credit risk: internal ratings based approach (IRBA) 254Credit risk: standardised approach 262Exposure in default, provisions and cost of risk 264Credit risk mitigation techniques 2675.5 Securitisation in the banking book 269Accounting methods 270Securitisation risk management 270BNP Paribas securitisation activity 271Securitised exposures 273Securitisation positions 276Risk-weighted assets 2782012 Registration document and annual financial report - BNP PARIBAS 217

5RISKSAND CAPITAL ADEQUACY5.6 Counterparty risk 282Exposure to counterparty risk 282Exposures at default (EAD) by calculation approach 284Risk-weighted assets 285Notional derivatives exposure 2855.7 Market risk 286Market risk related to trading activities 286Market risk related to banking activities 2945.8 Sovereign risks 3005.9 Liquidity and funding risk 303Liquidity risk management policy 303Liquidity risk management and supervision 304Presentation of indicators and trends in 2012 30455.10 Operational risk 309Risk reduction and hedging policy 309Approach and scope 313Operational risk exposure 314Capital requirement 315Risk reduction through insurance policies 3155.11 Compliance and reputation risk 3165.12 Insurance risks 316BNP Paribas Cardif risk management system 316Market risk and credit risk 317Insurance underwriting risk 320Appendices : 322Appendix 1: Exposures based on Financial Stability Board recommendations 322Funding through proprietary securitisation 322Sensitive loan portfolios 323Real-estate related ABS and CDO exposures 324Monoline counterparty exposure 325Exposure to supported countries 325Appendix 2: Capital requirements of significant subsidiaries 326BNP Paribas Fortis 327BNL 328BancWest 329BNP Paribas Personal Finance 330BGL BNP Paribas 3312182012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAnnual risk survey5The purpose of Pillar 3 – market discipline, is to complement theminimum capital requirements (Pillar 1) and the supervisory reviewprocess (Pillar 2) with a set of disclosures completing the usual financialdisclosures. It is designed to allow market participants to evaluate keyitems of information such as scope of application, capital, exposure todifferent types of risk, risk assessment procedures, and, consequently,capital adequacy with respect to the institution’s risk profile.This chapter presents the information relative to the BNP Paribas Group’srisks and in this respect meets:■ the obligations set forth in Title IX of the French Decree of 20 February2007 (1) on capital requirements for credit institutions and investmentfirms which applies to the consolidated BNP Paribas Group (seearticle 1);■ the accounting standards requirements relating to the natureand the extent of the risks. Pillar 3 information is not subject toan external audit and thus is not addressed for verification to theStatutory Auditors of the Group. However, some information requiredby accounting standards IFRS 7, IFRS 4 and IAS 1 is included in thischapter and covered by the opinion of the Statutory Auditors on theconsolidated financial statements. This information is identified bythe mention “[Audited]” and must be read as being part of the notesto the consolidated financial statements;■ the desire to meet the needs of investors and analysts expressed aspart of the initiative taken by the Financial Stability Board aimingto improve financial information published by international financialinstitutions (Enhanced Disclosure Task Force). BNP Paribas hasimplemented all the recommendations achievable as of 2012 and willmeet the rest in the coming years according to their relevance to theBank and the advance of its works. In this respect, sensitive exposuresthat were hitherto included in section 3.3 “Review of operations” arepresented in the notes of the chapter.5.1 Annual risk surveyKEY RISKS ARISING FROM THE GROUP’S BUSINESS5RISK-WEIGHTED ASSETS BY TYPE OF RISK AT 31 DECEMBER 2012➤ FIGURE 1: RISK-WEIGHTED ASSETS BY RISK TYPE AT 31 DECEMBER 2012 (*) 75% (73%)9% (9%)Operationalrisk5% (6%)Market risk4% (4%)Equity riskCredit risk3% (4%)Securitisation4% (4%)Counterparty riskTotal: EUR 552 billion at 31 December 2012(EUR 614 billion at 31 December 2011)(*) Numbers between brackets correspond to the breakdown as of 31 December 2011(1) Issued by the French Ministry of the Economy, Finance and Industry of 20 February 2007, modified by the Decrees of 19 October 2007, of 11 September 2008, of 29 October 2009,of 25 August 2010, of 13 December 2010 and of 23 November 2011.2012 Registration document and annual financial report - BNP PARIBAS 219

5RISKSAND CAPITAL ADEQUACYAnnual risk survey➤ TABLE 1: RISK-WEIGHTED ASSETS (*) BY RISK TYPE AND BUSINESS5In millions of eurosDomesticMarketsPersonalFinanceRetail BankingInternationalretail bankingCorporate &Investment BankingAdvisoryandcapitalmarketsCorporatebankingInvestmentSolutions31 December 2012OtheractivitiesCredit risk 196,279 43,647 72,492 8,631 75,855 11,084 3,163 411,151Securitisation 1,113 57 212 12,141 126 1,047 4,380 19,076Counterparty risk 3,878 13 468 15,750 54 346 24 20,533Equity risk 2,306 205 163 469 1,698 2,032 17,504 24,377Market risk 208 97 298 21,633 1,696 461 1,155 25,548Operational risk 13,105 4,829 5,814 16,414 3,692 6,015 1,285 51,154TOTAL 216,889 48,848 79,447 75,038 83,121 20,985 27,511 551,839(*) Information on risks categories is provided in chapter 5.3.TotalSeesection 5.4Seesection 5.5Seesection 5.6Seesection 5.7Seesection 5.7Seesection 5.10Seesection 5.2Most of the Group’s exposures give rise to credit risk. Following the introduction of CRD 3 , market risk in the trading book is limited to 5% of the Group’srisk-weighted assets.In addition, the split of risk-weighted assets by division reflects the Group’s diversified business mix, with 63% devoted to R etail B anking (including 39%for the D omestic M arkets) and 29% for C orporate and I nvestment banking.TOP RISKS OF THE YEARCurrent top risks of the Group, as notably assessed and monitoredthrough the Group’s Risk Profile Statement and related guidelines/thresholds during 2012, are detailed below. A more detailed review isprovided in the sections 5.4 to 5.12.LIQUIDITY RISKIn 2011, the sovereign debt crisis in the euro zone and the generaleconomic environment put pressure on liquidity and the cost offinancing for European banks. In this climate, the Group implementedan adjustment plan aimed at reducing its financing needs, particularlyin dollars.In 2012, access to liquidity improved significantly, particularly for theEuropean banks which benefited from measures taken by the ECB to savethe euro and the European banking system.The Group's liquidity position was improved considerably as a result ofcompleting the adjustment plan in the business lines in September, alarge amount of wholesale funding raised in the markets and an increasein assets available for central bank refinancing. During the year, theGroup's central bank deposits rose sharply as a result of the adjustmentplan. Surplus liquidity was allocated to central bank deposits pendingclarification of the treatment of various asset types for future regulatoryliquidity ratios.The increase in the Group's medium and long-term wholesale fundingwas combined with greater diversification of financing sources viarecourse to other distribution networks, structures and currencies andby managing the balance between secured and unsecured financing.2202012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAnnual risk survey5CREDIT CONCENTRATION RISKThis risk is mainly assessed through the monitoring of:a. Large single name concentrations■In 2012, no identified Corporate or Financial Institution concentrationis above the Risk profile thresholds defined for these types ofcounterparties. BNP Paribas is also well below the concentrationthresholds laid down by the EU directive on Large Exposures.■ Top sovereign risks disclosed in section 5.8, are mainly stemmingfrom the portfolio held by the ALM department as part of itsAsset and Liquidity Management and structural interest-rate riskmanagement policy. They have experienced a significant decrease ofEUR -15 billion, primarily on euro zone securities (EUR -14 billion).b. Industrial sectors concentrations■ Industry sectors are monitored in terms of industry risks, grossexposure and RWA. The Group remains diversified as no sectorrepresents more than 11% of the total corporate exposure andmore than 5% of the total credit exposure in 2012 (see table 12,section 5.4). The most sensitive sectors are regularly reviewed indedicated committees.c. Country risk concentrations■■In terms of exposure, the Group is mainly focused in its domesticmarkets, as well as in the US (see table 11, section 5.4).On top of the country envelope process in place to ensure adequategeographical diversification of its assets, the Group brought specificattention in 2012 to i) peripheral countries , ii) geopolitical risks incertain countries. As a result, such countries were more frequentlyreviewed in order to closely monitor the evolving political andeconomic situations and proactively manage our exposure.OPERATIONAL RISKDue to the amount and complexity of data the Bank manages, processfailures, typically arising from execution or transaction processing errorsand external fraud represent the two main operational loss events ingeneral for the Bank, including in 2012.INSURANCE RISKBNP Paribas Cardif is exposed mainly to underwriting, credit & marketrisks. It monitors closely its exposure and profitability for these riskstogether with its capital adequacy which remained, in 2012 and as before,above the regulatory threshold.REPUTATION AND IMAGE RISKSReputation and image risks, which are hardly quantifiable by nature,remain a general key concern of the Bank. The Bank is seeking to minimizethem as much as possible by adequate management and controlprocedures, and to actively promote, within the Bank, managementprinciples based on risk awareness.STRESS TESTINGBNP Paribas regularly performs stress tests in various risk areas (credit,market, liquidity, countries, etc.) as a regular risk management tool andto assess the vulnerability of the Group to adverse scenarios. Their resultsshow that the Group holds sufficient capital to withstand adverse stressscenarios and to meet the regulatory capitalis ation standards in force.5MARKET AND COUNTERPARTY RISKSMarket and counterparty risks are analysed by measuring the portfoliosensitivity to market parameters. The results of this sensitivity analysisare compiled at various aggregate position levels and compared withlimits.Over the year 2012, the Group has managed its capital market activitieswith a view to contain both market and counterparty risk exposures.Market Risk VaR remained at historically low levels (EUR ~40 million , seesection 5.7)Potential losses generated by the 8 global macro-risk scenarios runmonthly for market risk stress tests also remained at low levels dueto structural risk reduction and defensive strategies implementedsince 2011.2012 Registration document and annual financial report - BNP PARIBAS 221

5RISKSAND CAPITAL ADEQUACYAnnual risk surveyRISK FACTORS5RISKS RELATED TO THE BANK AND ITSINDUSTRYDifficult market and economic conditions could have a material adverseeffect on the operating environment for financial institutions and henceon the Bank’s financial condition, results of operations and cost of risk.As a global financial institution, the Bank’s businesses are highly sensitiveto changes in fi nancial markets and economic conditions generallyin Europe, the United States and elsewhere around the world. TheBank has been and may continue to be confronted with a significantdeterioration of market and economic conditions resulting, amongother things, from crises affecting sovereign obligations, capital, creditor liquidity markets, regional or global recessions, sharp fluctuations incommodity prices, currency exchange rates or interest rates, inflation ordeflation, restructurings or defaults, corporate or sovereign debt ratingdowngrades or adverse geopolitical events (such as natural disasters,acts of terrorism and military conflicts). Market disruptions and sharpeconomic downturns, which may develop quickly and hence not be fullyhedged, could affect the operating environment for financial institutionsfor short or extended periods and have a material adverse effect on theBank’s financial condition, results of operations or cost of risk.European markets have experienced significant disruptions in recentyears as a result of concerns regarding the ability of certain countries inthe Euro-zone to refinance their debt obligations and the extent to whichEuropean Union member states or supranational organizations will bewilling or able to provide financial support to the affected sovereigns.These disruptions contributed to tightened credit markets, increasedvolatility in the exchange rate of the euro against other major currencies,affected the levels of stock market indices and created uncertaintyregarding the economic prospects of certain countries in the EuropeanUnion as well as the quality of bank loans to sovereign debtors in theEuropean Union.The Bank holds and in the future may hold substantial portfolios ofsovereign obligations issued by the governments of, and has and may inthe future have substantial amounts of loans outstanding to borrowersin, certain of the countries that have been most significantly affected bythe crisis in recent years. The Bank also participates in the interbankfinancial market and as a result, is indirectly exposed to risks relatingto the sovereign debt held by the financial institutions with which itdoes business. More generally, the sovereign debt crisis has had, andmay continue to have, an indirect impact on financial markets and,increasingly, economies, in Europe and worldwide, and therefore on theenvironment in which the Bank operates.If economic conditions in Europe or in other parts of the world were todeteriorate, particularly in the context of an exacerbation of the sovereigndebt crisis (such as a sovereign default), the Bank could be requiredto record impairment charges on its sovereign debt holdings or recordlosses on sales thereof, and the resulting market and political disruptionscould have a significant adverse impact on the credit quality of the Bank’scustomers and financial institution counterparties, on market parameterssuch as interest rates, currency exchange rates and stock market indices,and on the Bank’s liquidity and ability to raise financing on acceptableterms.Legislative action and regulatory measures taken in response to theglobal financial crisis may materially impact the Bank and the financialand economic environment in which it operates.Legislation and regulations have been enacted or proposed in recentperiods with a view to introducing a number of changes, some permanent,in the global financial environment. While the objective of these newmeasures is to avoid a recurrence of the recent financial crisis, the impactof the new measures could be to change substantially the environmentin which the Bank and other financial institutions operate.The new measures that have been or may be proposed and adoptedinclude more stringent capital and liquidity requirements, taxes onfinancial transactions, restrictions and temporary or permanent taxeson employee compensation over specified levels, limits on the types ofactivities that commercial banks can undertake (particularly proprietarytrading and, potentially, investment banking activities more generally),restrictions or prohibitions on certain types of financial products oractivities, increased internal control and transparency requirementswith respect to certain activities, more stringent conduct of businessrules, increased regulation of certain types of financial products includingmandatory reporting of derivative transactions, requirements either tomandatorily clear, or otherwise mitigate risks in relation to, over-thecounterderivative transactions, and the creation of new and strengthenedregulatory bodies.Certain measures that have been or are in the process of being adoptedand will be applicable to the Bank, such as the Basel 3 and CapitalRequirements Directive 4 prudential frameworks, the requirements inrelation to them announced by the European Banking Authority and thedesignation of the Bank as a systemically important financial institutionby the Financial Stability Board, will increase the Bank’s regulatory capitaland liquidity requirements and may limit its ability to extend credit orto hold certain assets, particularly those with longer maturities. TheBank implemented an adaptation plan in response to these requirements,including reducing its balance sheet and bolstering its capital base.Ensuring and maintaining compliance with further requirements ofthis type that may be adopted in the future may lead the Bank to takeadditional measures that could weigh on its profitability and adverselyaffect its financial condition and results of operations.2222012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAnnual risk survey5New measures such as the proposed French banking law or, at the E.U.level, the Liikanen proposal (if adopted) could require the Bank to ringfencecertain of its activities within a subsidiary that will be requiredto comply with prudential ratios and raise financing on a stand-alonebasis. The Federal Reserve’s proposed framework for the regulation offoreign banks may also require the Bank to create a new intermediateholding company for its U.S. activities, which would be required to complywith specific capital and liquidity requirements on a stand-alone basis.In addition, the proposed French banking law, as well as the proposedE.U. framework for a single supervisory mechanism and the proposedE.U. framework for the recovery and resolution of financial institutions,will grant increased powers to regulators (including the French bankingregulator, the Financial Stability Board, the French deposit guaranteefund and, potentially, the European Central Bank) to prevent and/orresolve banks’ financial difficulties, such as the power to require banksto adopt structural changes, issue new securities, cancel existing equity orsubordinated debt securities, convert subordinated debt into equity, and,more generally, ensure that any losses are borne by banks’ shareholdersand creditors. These measures, if adopted, may restrict the Bank’s abilityto allocate and apply capital and funding resources, limit its ability todiversify risk and increase its funding costs, which could, in turn, havean adverse effect on its business, financial condition, and results ofoperations.Some of the new regulatory measures are proposals that are underdiscussion and that are subject to revision, and would in any case needadapting to each country’s regulatory framework by national legislatorsand/or regulators. It is therefore impossible to accurately predict whichmeasures will be adopted or to determine the exact content of suchmeasures and their ultimate impact on the Bank. Depending on thenature and scope of regulatory measures that are ultimately adopted,they could (in addition to having the effects noted above) affect the Bank’sability to conduct (or impose limitations on) certain types of activities, itsability to attract and retain talent (particularly in its investment bankingand financing businesses) and, more generally, its competitiveness andprofitability, which would in turn have an adverse effect on its business,financial condition, and results of operations.The Bank’s access to and cost of funding could be adversely affectedby a resurgence of the Euro-zone sovereign debt crisis, worseningeconomic conditions, further rating downgrades or other factors.The Euro-zone sovereign debt crisis as well as the general macroeconomicenvironment have at times adversely affected the availability and cost offunding for European banks. This was due to several factors, including asharp increase in the perception of bank credit risk due to their exposureto sovereign debt in particular, credit rating downgrades of sovereigns andof banks, and debt market speculation. Many European banks, includingthe Bank, at various points experienced restricted access to wholesaledebt markets and to the interbank market, as well as a general increasein their cost of funding. Accordingly, reliance on direct borrowing from theEuropean Central Bank increased substantially. Were such adverse creditmarket conditions to reappear due to factors relating to the economy orthe financial industry in general or to the Bank in particular, the effecton the liquidity of the European financial sector in general and the Bankin particular could be materially adverse.The Bank’s cost of funding may also be influenced by the credit rating onits long-term debt, which was downgraded by two of the principal ratingagencies in 2012. Further downgrades in the Bank’s credit ratings by anyof the three rating agencies may increase the Bank’s borrowing costs.A substantial increase in new provisions or a shortfall in the level ofpreviously recorded provisions could adversely affect the Bank’s resultsof operations and financial condition.In connection with its lending activities, the Bank regularly establishesprovisions for loan losses, which are recorded in its profit and loss accountunder “cost of risk”. The Bank’s overall level of provisions is based on itsassessment of prior loss experience, the volume and type of lending beingconducted, industry standards, past due loans, economic conditions andother factors related to the recoverability of various loans. Although theBank uses its best efforts to establish an appropriate level of provisions,its lending businesses may have to increase their provisions for loanlosses substantially in the future as a result of deteriorating economicconditions or other causes. Any significant increase in provisions for loanlosses or a significant change in the Bank’s estimate of the risk of lossinherent in its portfolio of non-impaired loans, as well as the occurrenceof loan losses in excess of the related provisions, could have a materialadverse effect on the Bank’s results of operations and financial condition.The Bank may incur significant losses on its trading and investmentactivities due to market fluctuations and volatility.The Bank maintains trading and investment positions in the debt,currency, commodity and equity markets, and in unlisted securities,real estate and other asset classes. These positions could be adverselyaffected by volatility in financial and other markets, i.e., the degree towhich prices fluctuate over a particular period in a particular market,regardless of market levels. There can be no assurance that the extremevolatility and market disruptions experienced during the height of therecent financial crisis will not return in the future and that the Bankwill not incur substantial losses on its capital market activities as aresult. Moreover, volatility trends that prove substantially different fromthe Bank’s expectations may lead to losses relating to a broad range ofother products that the Bank uses, including swaps, forward and futurecontracts, options and structured products.52012 Registration document and annual financial report - BNP PARIBAS 223

5RISKSAND CAPITAL ADEQUACYAnnual risk survey5To the extent that the Bank owns assets, or has net long positions, in anyof those markets, a market downturn could result in losses from a declinein the value of its positions. Conversely, to the extent that the Bank hassold assets that it does not own, or has net short positions in any of thosemarkets, a market upturn could expose it to potentially unlimited lossesas it attempts to cover its net short positions by acquiring assets in arising market. The Bank may from time to time have a trading strategyof holding a long position in one asset and a short position in another,from which it expects to gain based on changes in the relative value ofthe two assets. If, however, the relative value of the two assets changesin a direction or manner that the Bank did not anticipate or against whichit is not hedged, the Bank might realize a loss on those paired positions.Such losses, if significant, could adversely affect the Bank’s results ofoperations and financial condition.The Bank may generate lower revenues from brokerage and othercommission and fee-based businesses during market downturns.Financial and economic conditions affect the number and size oftransactions for which the Bank provides securities underwriting, financialadvisory and other investment banking services. The Bank’s corporateand investment banking revenues, which include fees from these services,are directly related to the number and size of the transactions in whichit participates and can decrease as a result of market changes that areunfavorable to its Investment Banking business and clients. In addition,because the fees that the Bank charges for managing its clients’ portfoliosare in many cases based on the value or performance of those portfolios,a market downturn that reduces the value of its clients’ portfolios orincreases the amount of withdrawals would reduce the revenues theBank receives from its asset management, equity derivatives andprivate banking businesses. Independently of market changes, belowmarketperformance by the Bank’s mutual funds may result in increasedwithdrawals and reduced inflows, which would reduce the revenues theBank receives from its asset management business.During recent market downturns (and particularly during the 2008/2009period), the Bank experienced all of these effects and a correspondingdecrease in revenues in the relevant business lines. There can be noassurance that the Bank will not experience similar trends in futuremarket downturns, which may occur periodically and unexpectedly.Protracted market declines can reduce liquidity in the markets, makingit harder to sell assets and possibly leading to material losses.In some of the Bank’s businesses, protracted market movements,particularly asset price declines, can reduce the level of activity in themarket or reduce market liquidity. These developments can lead tomaterial losses if the Bank cannot close out deteriorating positions ina timely way. This is particularly true for assets that are intrinsicallyilliquid. Assets that are not traded on stock exchanges or other publictrading markets, such as certain derivative contracts between financialinstitutions, may have values that the Bank calculates using modelsrather than publicly-quoted prices. Monitoring the deterioration of pricesof assets like these is difficult and could lead to losses that the Bank didnot anticipate.Significant interest rate changes could adversely affect the Bank’srevenues or profitability.The amount of net interest income earned by the Bank during any givenperiod significantly affects its overall revenues and profitability for thatperiod. Interest rates are affected by many factors beyond the Bank’scontrol. Changes in market interest rates could affect the interest ratescharged on interest-earning assets differently than the interest ratespaid on interest-bearing liabilities. Any adverse change in the yield curvecould cause a decline in the Bank’s net interest income from its lendingactivities. In addition, maturity mismatches and increases in the interestrates relating to the Bank’s short-term financing may adversely affectthe Bank’s profitability.The soundness and conduct of other financial institutions and marketparticipants could adversely affect the Bank.The Bank’s ability to engage in funding, investment and derivativetransactions could be adversely affected by the soundness of otherfinancial institutions or market participants. Financial services institutionsare interrelated as a result of trading, clearing, counterparty, funding orother relationships. As a result, defaults, or even rumors or questionsabout, one or more financial services institutions, or the financial servicesindustry generally, have led to market-wide liquidity problems andcould lead to further losses or defaults. The Bank has exposure to manycounterparties in the financial industry, directly and indirectly, includingbrokers and dealers, commercial banks, investment banks, mutual andhedge funds, and other institutional clients with which it regularlyexecutes transactions. Many of these transactions expose the Bank tocredit risk in the event of default of a group of the Bank’s counterpartiesor clients. In addition, the Bank’s credit risk may be exacerbated whenthe collateral held by it cannot be realized upon or is liquidated at pricesnot sufficient to recover the full amount of the loan or derivative exposuredue to the Bank.In addition, misconduct by financial market participants can have amaterial adverse effect on financial institutions due to the interrelatednature of the financial markets. An example is the fraud perpetratedby Bernard Madoff, as a result of which numerous financial institutionsglobally, including the Bank, have announced losses or exposure tolosses in substantial amounts. Potentially significant additional potentialexposure is also possible in the form of litigation, claims in the contextof the bankruptcy proceedings of Bernard Madoff Investment Services(BMIS) (a number of which are pending against the Bank), and otherpotential claims relating to counterparty or client investments made,directly or indirectly, in BMIS or other entities controlled by BernardMadoff, or to the receipt of investment proceeds from BMIS.There can be no assurance that any losses resulting from the riskssummarized above will not materially and adversely affect the Bank’sresults of operations.2242012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAnnual risk survey5The Bank’s competitive position could be harmed if its reputation isdamaged.Considering the highly competitive environment in the financial servicesindustry, a reputation for financial strength and integrity is critical to theBank’s ability to attract and retain customers. The Bank’s reputation couldbe harmed if it fails to adequately promote and market its products andservices. The Bank’s reputation could also be damaged if, as it increasesits client base and the scale of its businesses, the Bank’s comprehensiveprocedures and controls dealing with conflicts of interest fail, or appear tofail, to address conflicts of interest properly. At the same time, the Bank’sreputation could be damaged by employee misconduct, misconductby market participants to which the Bank is exposed, a decline in, arestatement of, or corrections to its financial results, as well as anyadverse legal or regulatory action. The loss of business that could resultfrom damage to the Bank’s reputation could have an adverse effect onits results of operations and financial position.An interruption in or a breach of the Bank’s information systems mayresult in lost business and other losses.As with most other banks, BNP Paribas relies heavily on communicationsand information systems to conduct its business. Any failure orinterruption or breach in security of these systems could result in failuresor interruptions in the Bank’s customer relationship management, generalledger, deposit, servicing and/or loan organization systems. The Bankcannot provide assurances that such failures or interruptions will notoccur or, if they do occur, that they will be adequately addressed. Anincreasing number of companies have recently experienced intrusionattempts or even breaches of their information technology security, someof which have involved sophisticated and highly targeted attacks on theircomputer networks. Because the techniques used to obtain unauthorizedaccess, disable or degrade service or sabotage information systemschange frequently and often are not recognized until launched againsta target, the Bank may be unable to anticipate these techniques or toimplement in a timely manner effective and efficient countermeasures.The occurrence of any failures of or interruptions in the Bank’s informationsystems resulting from such intrusions or from other causes could havean adverse effect on the Bank’s reputation, financial condition and resultsof operations.Unforeseen external events can interrupt the Bank’s operations andcause substantial losses and additional costs.Unforeseen events such as political and social unrest, severe naturaldisasters, terrorist attacks or other states of emergency could lead to anabrupt interruption of the Bank’s operations and, to the extent not coveredby insurance, could cause substantial losses. Such losses can relate toproperty, financial assets, trading positions and key employees. Suchunforeseen events could also lead to additional costs (such as relocationof employees affected) and increase the Bank’s costs (particularlyinsurance premiums).The Bank is subject to extensive and evolving regulatory regimes in thecountries and regions in which it operates.The Bank is exposed to regulatory compliance risk, such as the inabilityto comply fully with the laws, regulations, codes of conduct, professionalnorms or recommendations applicable to the financial services industry.This risk is exacerbated by the adoption by different countries of multipleand occasionally diverging legal or regulatory requirements. Besidesdamage to the Bank’s reputation and private rights of action, noncompliancecould lead to significant fines, public reprimand, enforcedsuspension of operations or, in extreme cases, withdrawal of operatinglicenses. This risk is further exacerbated by continuously increasingregulatory oversight. This is the case in particular with respect tomoney laundering, the financing of terrorist activities or transactionswith countries that are subject to economic sanctions. For example,U.S. regulators and other government authorities have in recent yearsstrengthened economic sanctions administered by the Office of ForeignAssets Control of the U.S. Department of Treasury (“OFAC”) as well asthe related legal and regulatory requirements (see “note 8 – ContingentLiabilities: Legal Proceedings and Arbitration” in the Bank’s financialstatements for more information in this respect).More generally, the Bank is exposed to the risk of legislative or regulatorychanges in all of the countries in which it operates, including, but notlimited to, the following:■ monetary, liquidity, interest rate and other policies of central banksand regulatory authorities;■ general changes in government or regulatory policy that maysignificantly influence investor decisions, in particular in the marketsin which the Group operates;■ general changes in regulatory requirements applicable to the financialindustry, such as rules relating to applicable capital adequacy andliquidity frameworks;■ general changes in securities regulations, including financial reportingand market abuse regulations;■ changes in tax legislation or the application thereof;■ changes in accounting norms;■ changes in rules and procedures relating to internal controls; and■ expropriation, nationalization, confiscation of assets and changes inlegislation relating to foreign ownership.These changes, the scope and implications of which are highlyunpredictable, could substantially affect the Bank, and have an adverseeffect on its business, financial condition and results of operations.52012 Registration document and annual financial report - BNP PARIBAS 225

5RISKSAND CAPITAL ADEQUACYAnnual risk survey5Notwithstanding the Bank’s risk management policies, procedures andmethods, it could still be exposed to unidentified or unanticipated risks,which could lead to material losses.The Bank has devoted significant resources to developing its riskmanagement policies, procedures and assessment methods andintends to continue to do so in the future. Nonetheless, the Bank’s riskmanagement techniques and strategies may not be fully effective inmitigating its risk exposure in all economic and market environments oragainst all types of risk, particularly risks that the Bank may have failedto identify or anticipate. The Bank’s ability to assess the creditworthinessof its customers or to estimate the values of its assets may be impaired if,as a result of market turmoil such as that experienced in recent years, themodels and approaches it uses become less predictive of future behavior,valuations, assumptions or estimates. Some of the Bank’s qualitativetools and metrics for managing risk are based on its use of observedhistorical market behavior. The Bank applies statistical and other tools tothese observations to arrive at quantifications of its risk exposures. Theprocess the Bank uses to estimate losses inherent in its credit exposureor estimate the value of certain assets requires difficult, subjective, andcomplex judgments, including forecasts of economic conditions and howthese economic predictions might impair the ability of its borrowers torepay their loans or impact the value of assets, which may, during periodsof market disruption, be incapable of accurate estimation and, in turn,impact the reliability of the process. These tools and metrics may failto predict future risk exposures, e.g., if the Bank does not anticipate orcorrectly evaluate certain factors in its statistical models, or upon theoccurrence of an event deemed extremely unlikely by the tools andmetrics. This would limit the Bank’s ability to manage its risks. TheBank’s losses could therefore be significantly greater than the historicalmeasures indicate. In addition, the Bank’s quantified modeling does nottake all risks into account. Its more qualitative approach to managingcertain risks could prove insufficient, exposing it to material unanticipatedlosses.The Bank’s hedging strategies may not prevent losses.If any of the variety of instruments and strategies that the Bank usesto hedge its exposure to various types of risk in its businesses is noteffective, the Bank may incur losses. Many of its strategies are basedon historical trading patterns and correlations. For example, if the Bankholds a long position in an asset, it may hedge that position by taking ashort position in another asset where the short position has historicallymoved in a direction that would offset a change in the value of the longposition. However, the hedge may only be partial, or the strategies usedmay not protect against all future risks or may not be fully effectivein mitigating the Bank’s risk exposure in all market environments oragainst all types of risk in the future. Unexpected market developmentsmay also reduce the effectiveness of the Bank’s hedging strategies. Inaddition, the manner in which gains and losses resulting from certainineffective hedges are recorded may result in additional volatility in theBank’s reported earnings.The Bank may experience difficulties integrating acquired companiesand may be unable to realize the benefits expected from its acquisitions.The Bank has in the past and may in the future acquire other companies.Integrating acquired businesses is a long and complex process. Successfulintegration and the realization of synergies require, among otherthings, proper coordination of business development and marketingefforts, retention of key members of management, policies for effectiverecruitment and training as well as the ability to adapt information andcomputer systems. Any difficulties encountered in combining operationscould result in higher integration costs and lower savings or revenuesthan expected. There will accordingly be uncertainty as to the extentto which anticipated synergies will be achieved and the timing of theirrealization. Moreover, the integration of the Bank’s existing operationswith those of the acquired operations could interfere with the respectivebusinesses and divert management’s attention from other aspects of theBank’s business, which could have a negative impact on the businessand results of the Bank. In some cases, moreover, disputes relating toacquisitions may have an adverse impact on the integration process orhave other adverse consequences, including financial ones.Although the Bank undertakes an in-depth analysis of the companies itplans to acquire, such analyses often cannot be complete or exhaustive.As a result, the Bank may increase its exposure to doubtful or troubledassets and incur greater risks as a result of its acquisitions, particularlyin cases in which it was unable to conduct comprehensive due diligenceprior to the acquisition.Intense competition, especially in France where it has the largestsingle concentration of its businesses, could adversely affect the Bank’srevenues and profitability.Competition is intense in all of the Bank’s primary business areas inFrance and the other countries in which it conducts a substantial portionof its business, including other European countries and the United States.Competition in the Bank’s industry could intensify as a result of theongoing consolidation of financial services that accelerated during therecent financial crisis. If the Bank is unable to respond to the competitiveenvironment in France or in its other major markets by offering attractiveand profitable product and service solutions, it may lose market sharein key areas of its business or incur losses on some or all of its activities.In addition, downturns in the economies of its principal markets couldadd to the competitive pressure, through, for example, increased pricepressure and lower business volumes for the Bank and its competitors.In addition, new lower-cost competitors may enter the market, whichmay not be subject to the same capital or regulatory requirements ormay have other inherent regulatory advantages and, therefore, may beable to offer their products and services on more favorable terms. Itis also possible that the increased presence in the global marketplaceof nationalized financial institutions, or financial institutions benefitingfrom State guarantees or other similar advantages, following therecent financial crisis or the imposition of more stringent requirements(particularly capital requirements and activity restrictions) on larger orsystematically significant financial institutions could lead to distortionsin competition in a manner adverse to large private-sector institutionssuch as the Bank.2262012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCapital management and capital adequacy55.2 Capital management and capital adequacySCOPE OF APPLICATIONThe prudential scope of application defined in the French Decreeof 20 February 2007 on capital requirements is not the same as theaccounting scope of consolidation whose composition concerns theapplication of IFRS standards.PRUDENTIAL SCOPEIn accordance with French banking regulation (1) , BNP Paribas Group hasdefined a prudential scope to monitor capital adequacy ratios calculatedon consolidated data.The prudential scope is described in note 8.b to the Financial Statements.It will be noted in particular that:■ insurance companies are consolidated using the equity method andare subject to a deduction from Tier 1 capital according to Frenchregulation CRBF 90-02 modified by the Decree of 20 February 2007;■ asset disposals and risk transfers are assessed with regard to thenature of the risk transfer that results; thus, securitisation vehicles areexcluded from the prudential scope if the securitisation transaction isdeemed effective, that is, providing a significant risk transfer;The consolidation principles and the scope of consolidation in accordancewith the accounting consolidation method used are described respectivelyin notes 1.b and 8.b to the Financial Statements.5(1) CRBF Regulation 2000-03 of 6 September 2000.2012 Registration document and annual financial report - BNP PARIBAS 227

5RISKSAND CAPITAL ADEQUACYCapital management and capital adequacyCONSOLIDATED BALANCE SHEET TO PRUDENTIAL BALANCE SHEET RECONCILIA TION➤ TABLE 2: CONSOLIDATED BALANCE SHEET TO PRUDENTIAL BALANCE SHEET RECONCILIA TION AT 31 DECEMBER 20125In millions of eurosAccountingscope Insurance OtherPrudentialscopeASSETSCash and amounts due from central banks 103,190 (2) 0 103,188Financial instruments at fair value through profit or lossTrading securities 143,465 10 0 143,475Loans and repurchase agreements 146,899 2,271 0 149,170Instruments designated at fair value through profit or loss 62,800 (60,925) 0 1,875Derivative financial instruments 410,635 (54) 0 410,581Derivatives used for hedging purposes 14,267 (22) 0 14,245Available-for-sale financial assets 192,506 (79,524) 0 112,982of which equity investments in credit or financialinstitutions more than 10%-owned 1,001 1,001Loans and receivables due from credit institutions 40,406 (1,106) 0 39,300of which subordinated loans to credit or financialinstitutions more than 10%-owned 497 497Loans and receivables due from customers 630,520 (188) 26 630,358Remeasurement adjustment on interest-rate risk hedgedportfolios 5,836 0 0 5,836Held- to- maturity financial assets 10,284 (9,861) 0 423Current and deferred tax assets 8,661 (114) 0 8,547Accrued income and other assets 99,359 (6,636) 0 92,723Policyholders’ surplus reserve 0 0 0 0Investments in associates 7,040 4,683 0 11,723of which investments in credit or financial institutions 1,642 0 1,642of which goodwill 342 185 0 527Investment property 927 (182) 0 745Property, plant and equipment 17,319 (401) 0 16,918Intangible assets 2,585 (191) 0 2,394of which intangible assets excluding leasehold rights 2,508 (190) 0 2,318Goodwill 10,591 (185) 0 10,406TOTAL ASSETS 1,907,290 (152,427) 26 1,754,8892282012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCapital management and capital adequacy5In millions of eurosAccountingscope Insurance OtherPrudentialscopeLIABILITIESDue to central banks 1,532 0 0 1,532Financial instruments at fair value through profit or lossTrading securities 52,432 10 0 52,442Borrowings and repurchase agreements 203,063 0 0 203,063Instruments designated at fair value through profit or loss 43,530 1,784 198 45,512of which liabilities eligible for Tier 1 capital 241 241of which liabilities eligible for Tier 2 capital 888 888Derivative financial instruments 404,598 135 0 404,733Derivatives used for hedging purposes 17,286 (27) 0 17,259Due to credit institutions 111,735 (3,692) 0 108,043Due to customers 539,513 (2,740) 24 536,797Debt securities 173,198 2,934 (196) 175,936Remeasurement adjustment on interest-rate risk hedgedportfolios 2,067 0 0 2,067Current and deferred tax liabilities 3,046 (127) 0 2,919Accrued expenses and other liabilities 86,691 (2,560) 0 84,131Technical reserves of insurance companies 147,992 (147,992) 0 0Provisions for contingencies and charges 10,962 (205) 0 10,757Subordinated debt 15,223 136 0 15,359of which liabilities eligible for Tier 1 capital 1,881 1,881of which liabilities eligible for Tier 2 capital 12,229 12,229TOTAL LIABILITIES 1,812,868 (152,344) 26 1,660,550TOTAL CONSOLIDATED EQUITY 94,422 (83) 0 94,339TOTAL LIABILITIES AND EQUITY 1,907,290 (152,427) 26 1,754,8895The Group holds a share greater than 10% in credit and financial institutions. The following list presents the main participations 31 December 2012.➤ TABLE 3: PARTICIPATIONS HIGHER THAN 10% IN CREDIT AND FINANCIAL INSTITUTIONSIn millions of euros 31 December 2012CREDIT LOGEMENT 227INSTITUTO PER IL CREDITO SPORTIVO 84SICOVAM HOLDING 49BNP PARIBAS FINANCE P.L.C. 40BNP PARIBAS UK TREASURY LIMITED 38Others participations higher than 10% in non consolidated credit and financial institutions 563Shares higher than 10% in non consolidated credit and financial institutions 1,001of which deduction from Tier 1 capital (50%) (1) 501(1) Table 4: Amount of regulatory capital.Due to the classification of these entities as credit and financial institutions, those shares were deducted from the prudential equity as of 31 December2012.2012 Registration document and annual financial report - BNP PARIBAS 229

5RISKSAND CAPITAL ADEQUACYCapital management and capital adequacySIGNIFICANT SUBSIDIARIESThe capital requirements of BNP Paribas’ significant subgroups andsubsidiaries are given in Appendix.The following subgroups are considered significant, based on the criterionthat their risk-weighted assets amount to more than 3% of the Group’stotal risk-weighted assets at 31 December 2012:■ BNP Paribas Fortis;■ Banca Nazionale del Lavoro (BNL);■ BancWest;■ BNP Paribas Personal Finance;■ BGL BNP Paribas.The risk-weighted assets reported correspond to the sub-consolidationscope of each group. Information related to the concerned perimetersis described in note 8.b to the Financial Statements under the followingheadings: Belux Retail Banking, Retail Banking in Italy (BNL bancacommerciale), Retail Banking in the United States and BNP ParibasPersonal Finance. Differences between consolidation and prudentialperimeters exist for these five significant subsidiaries, as mentioned insection 5.2.INDIVIDUAL MONITORING BY THE FRENCHSUPERVISORTwo entities, BNP Personal Finance and BNP Paribas Home Loan SFH,are monitored individually by the French supervisor (Autorité de ContrôlePrudentiel), according to the supervisor’s guidelines and pursuant todiscussions between this authority and BNP Paribas.REGULATORY CAPITAL [Audited] (1)5The BNP Paribas Group is required to comply with the French regulationthat transposes European Union capital adequacy directives (Directiveon the Capital Adequacy of Investment Firms and Credit Institutions andFinancial Conglomerates Directive) into French law.In the various countries in which the Group operates, BNP Paribas alsocomplies with specific regulatory ratios in line with procedures controlledby the relevant supervisory authorities. These ratios mainly address theissues of capital adequacy, risk concentration, liquidity and asset/liabilitymismatches.Since 1 January 2008, the capital adequacy ratio has been calculatedin accordance with the Decree issued by the Ministry of the Economy,Finance and Industry on 20 February 2007 introducing the Basel 2 capitaladequacy ratio, i.e. regulatory capital expressed as a percentage of thesum of:■ risk-weighted assets calculated using the standardised approach orthe internal ratings based approach depending on the entity or Groupbusiness concerned;■ the regulatory capital requirement for market and operational risks,multiplied by 12.5. The capital requirement for operational riskis measured using the basic indicator, standardised or AdvancedMeasurement Approach, depending on the Group entity concerned.BREAKDOWN OF REGULATORY CAPITALRegulatory capital is determined in accordance with Comité de laRéglementation Bancaire et Financière (CRBF) regulation 90-02 dated23 February 1990. It comprises three components – Tier 1 capital, Tier 2capital and Tier 3 capital – determined as follows:■ core capital (Tier 1) corresponds to consolidated equity (excludingunrealised or deferred gains and losses), adjusted for certain itemsknown as “prudential filters”. The main adjustments consist of(i) deducting the planned dividend for the year, as well as goodwilland other intangibles, (ii) excluding consolidated subsidiaries that arenot subject to banking regulations – mainly insurance companies –and (iii) applying limits to the eligibility of certain securities, such asundated super subordinated notes;■ supplementary capital (Tier 2) comprises some subordinated debtand any positive credit and counterparty risk valuation differencesbetween provisions for incurred losses taken under the book methodand expected losses on credit exposure measured using the internalratings based approach;■ a discount is applied to subordinated debt with a maturity of less thanfive years, and dated subordinated debt included in Tier 2 capital iscapped at the equivalent of 50% of Tier 1 capital. Total Tier 2 capitalis capped at the equivalent of 100% of Tier 1 capital;■ Tier 3 capital comprises subordinated debt with shorter maturitiesand can only be used to cover a certain proportion of market risks;■ the following items are deducted for the purpose of calculatingregulatory capital, half from Tier 1 capital and half from Tier 2 capital:(i) the carrying amount of investments in credit institutions and financecompanies accounted for by the equity method; (ii) the regulatorycapital of credit institutions and finance companies more than 10%owned by the Group; (iii) the portion of expected losses on creditexposure measured using the internal ratings based approach whichis not covered by provisions and other value adjustments.(1) In the Registration document, information identified by the ranking “Audited” are information which are integral part of the notes to the consolidated financial statements underthe information required by IFRS 7, IFRS 4 and IAS 1, and are covered by the opinion of the Statutory Auditors on the consolidated Financial statements.2302012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCapital management and capital adequacy5➤ TABLE 4: REGULATORY CAPITALIn millions of euros 31 D ec ember 2012 31 December 2011Consolidated equity (1) 94,422 85,626Subordinated debt eligible as equity (2) 2,122 3,435Regulatory deductions ( 21,333 ) ( 18,068 )Goodwill ( 10,933) ( 11,783)Intangible assets ( 2,318) ( 2,146)Deductions of 50% for uneligible items ( 1,574) ( 1,653 )of which equity investments in non-consolidated credit or financial institutionsmore than 10%-owned ( 501 ) ( 672 )of which investments in credit or financial institutions associates ( 821) ( 756 )of which subordinated loans to credit or financial institutions more than 10%-owned ( 248 ) ( 222 )Positive equity accounting difference on insurance companies ( 1,633 ) ( 629)Changes in fair value of available-for-sale financial assets and reclassified loans and receivablesrecognised directly in equity ( 980 ) 2,616Changes in fair value of hedging derivatives recognised directly in equity ( 1,665 ) ( 1,099 )Revaluation of own debt 17 ( 950 )Proposed dividend (3) ( 1,858 ) ( 1,430 )Non-eligible minority interests ( 384 ) ( 733 )Other ( 5 ) ( 261 )CORE TIER 1 CAPITAL 75,211 70,993Subordinated debt eligible as equity 10,555 13,874Deductions of 50% for un eligible items ( 1,574 ) ( 1,653 )of which equity investments in non-consolidated credit or financial institutionsmore than 10%-owned ( 501 ) ( 672 )of which investments in credit or financial institutions associates ( 821 ) ( 756 )of which subordinated loans to credit or financial institutions more than 10%-owned ( 248) ( 222 )Positive difference between provisions and expected losses 205 548TIER 2 CAPITAL 9,186 12,769TIER 3 CAPITAL 1,460 2,200REGULATORY CAPITAL 85,857 85,962(1) Statement of changes in shareholders’ equity (financial statements 4.5).(2) Notes to the financial statements 5.a and 5.i.(3) Dividend to be recommended at the Annual General Meeting of Shareholders.52012 Registration document and annual financial report - BNP PARIBAS 231

5RISKSAND CAPITAL ADEQUACYCapital management and capital adequacy➤ TABLE 5a: CHANGE IN ELIGIBLE DEBTIn millions of euros31 December2011 New issues RedemptionsPrudentialdiscountOthers31 December2012T1 eligible debt 3,435 0 (1,409) 0 96 2,122T2 eligible debt (1) 13,874 112 (2,610) (993) 172 10,555T3 eligible debt 2,200 (740) 1,460TOTAL ELIGIBLE DEBT 19,509 112 (4,019) (1,733) 268 14,137(1) T2 eligible debts before prudential discount amount to EUR 13,117 million as at 31 December 2012.➤ TABLE 5B: CHANGE IN REGULATORY DEDUCTIONSIn millions of euros 31 December 2011 variation 31 December 2012Goodwill ( 11,783 ) 850 ( 10,933 )of which goodwill on fully and proportionately consolidated entities (1) ( 11,192 ) 786 ( 10,406 )of which goodwill on associates ( 591 ) 64 ( 527 )Intangible assets ( 2,146 ) ( 172 ) ( 2,318 )D eductions of 50% for uneligible items ( 1,653 ) 79 ( 1,574 )of which equity investments in non-consolidated credit or financialinstitutions more than 10%-owned ( 672 ) 171 ( 501 )of which investments in credit or financial institutions more than10%-owned ( 756 ) ( 65 ) ( 821 )5of which subordinated loans to credit or financial institutions more than10%-owned ( 222 ) ( 26 ) ( 248 )Positive equity accounting difference on insurance companies (2) ( 629 ) ( 1,004 ) ( 1,633 )TOTAL ASSETS DEDUCTED FOR PRUDENTIAL PURPOSES ( 16,211 ) ( 247) ( 16,458 )Changes in fair value of available-for-sale financial assets and reclassifiedloans and receivables recognised directly in equity (3) 2,616 ( 3,596 ) ( 980 )Changes in fair value of hedging derivatives recognised directly in equity (4) ( 1,099 ) ( 566 ) ( 1,665 )Revaluation of own debt (5) ( 950 ) 967 17Proposed dividend ( 1,430 ) ( 428 ) ( 1,858 )Non-eligible minority interests ( 733 ) 349 ( 384 )Other ( 261 ) 256 ( 5 )TOTAL OTHER REGULATORY DEDUCTIONS ( 1,857 ) ( 3,018 ) ( 4,875 )TOTAL REGULATORY DEDUCTIONS ( 18,068 ) ( 3,265 ) ( 21,333 )(1) The decline in the amount of goodwill deductions is due mainly to the impairment of BNL goodwill and the loss of control of the Klépierre groupfollowing its partial sale (see note 5.o to the consolidated financial statements).(2) The increase in the positive equity accounting difference on insurance companies is due mainly to the impact of changes in assets and liabilitiesrecognised directly in equity, net income for the year and the 2011 dividend payout.(3) The trend in fair value changes of available-for-sale financial assets and reclassified loans and receivables, which are recognised directly in equity,is due mainly to fixed-income securities.(4) Changes in fair value of derivatives contracted as part of a hedging relationship are excluded from equity.(5) The change in fair value of own debt attributable to the BNP Paribas Group issuer risk is fully deducted .CAPITAL REQUIREMENTS AND RISK -WEIGHTED ASSETSThe Group’s capital requirement is calculated in accordance with the transposition into French law of the EU Directive on capital adequacy for investmentfirms and credit institutions, known as CRD 3 (Decree of 20 February 2007 amended) (1) . A dedicated chapter describes banking book securitisationsexposures.(1) See note 1 section 5.1.2322012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCapital management and capital adequacy5At 31 December 2012, the total amount of Basel 2 Pillar 1 risk-weighted assets was EUR 552 billion, versus EUR 614 billion at 31 December 2011, brokendown as follows by type of risk, calculation approach, and asset class:➤ TABLE 6: PILLAR 1 RISK-WEIGHTED ASSETS AND CAPITAL REQUIREMENTSIn millions of euros31 December 2012 31 December 2011 VariationCapitalRequirementCapitalRequirementRiskweightedassetsRiskweightedassetsRiskweightedassetsCapitalRequirementCredit risk 411,151 32,892 446,674 35,734 (35,523) (2,842)Credit risk - IRB approach 172,409 13,793 192,852 15,428 (20,443) (1,635)Central governments and central banks 3,244 260 4,310 345 (1,066) (85)Corporates 121,986 9,759 136,889 10,951 (14,903) (1,192)Institutions 10,326 826 13,391 1,071 (3,065) (245)Retail 36,749 2,940 38,127 3,050 (1,378) (110)Real estate loans 10,772 862 10,311 825 461 37Revolving exposures 5,851 468 6,530 522 (679) (54)Other exposures 20,126 1,610 21,286 1,703 (1,160) (93)Other non credit-obligation assets 104 8 134 11 (30) (3)Credit risk - Standardised approach 238,742 19,099 253,822 20,306 (15,080) (1,207)Central governments and central banks 3,742 299 3,458 277 284 22Corporates 112,909 9,033 117,083 9,367 (4,174) (334)Institutions 8,508 681 7,282 582 1,226 99Retail 80,589 6,447 82,922 6,634 (2,333) (187)Real estate loans 26,276 2,102 26,818 2,145 (542) (43)Revolving exposures 3,137 251 4,295 344 (1,158) (93)Other exposures 51,176 4,094 51,810 4,145 (634) (51)Other non credit-obligation assets 32,994 2,639 43,077 3,446 (10,083) (807)Securitisation positions 19,076 1,526 24,376 1,950 (5,300) (424)Securitisation positions - IRB approach 17,153 1,372 22,665 1,813 (5,512) (441)Securitisation positions - Standardised approach 1,923 154 1,712 137 211 17Counterparty risk 20,533 1,643 23,624 1,890 (3,091) (247)Counterparty risk - IRB approach 18,633 1,491 20,863 1,669 (2,230) (178)Central governments and central banks 222 18 180 14 42 4Corporates 15,117 1,209 16,344 1,308 (1,227) (99)Institutions 3,294 264 4,339 347 (1,045) (83)Counterparty risk - Standardised approach 1,900 152 2,761 221 (861) (69)Central governments and central banks 27 2 1 0 26 2Corporates 1,610 129 2,426 194 (816) (65)Institutions 254 20 320 26 (66) (6)Retail 9 1 14 1 (5) 0Other exposures 9 1 14 1 (5) 0Equity risk 24,377 1,950 25,775 2,062 (1,398) (112)Internal model 21,496 1,720 23,461 1,877 (1,965) (157)Listed equities 7,734 619 8,670 694 (395) (32)Other equity exposures 7,321 586 8,576 686 (1,796) (143)Private equity exposures in diversified portfolios 6,441 515 6,215 497 226 18Simple weighting method 1,733 138 1,248 100 485 38Listed equities 21 2 14 1 7 1Other equity exposures 468 37 125 10 343 27Private equity exposures in diversified portfolios 1,244 99 1,109 89 135 10Standardised approach 1,148 92 1,066 85 82 7Market risk 25,548 2,044 38,501 3,080 (12,953) (1,036)Internal model 22,633 1,811 35,338 2,827 (12,705) (1,016)VaR 5,440 435 8,230 659 (2,790) (224)Stressed VaR 11,179 894 16,605 1,328 (5,426) (434)Incremental Risk Charge 3,421 274 6,440 515 (3,019) (241)Comprehensive Risk Measure 2,593 208 4,063 325 (1,470) (117)Standardised approach 2,652 212 2,386 191 266 21Trading book securitisation positions 263 21 777 62 (514) (41)Operational risk 51,154 4,092 54,617 4,369 (3,463) (277)Advanced Measurement Approach (AMA) 35,586 2,847 38,628 3,090 (3,042) (243)Standardised approach 9,518 761 9,470 758 48 3Basic indicator approach 6,050 484 6,519 521 (471) (37)TOTAL 551,839 44,147 613,567 49,085 (61,728) (4,938)Explanations for the changes in 2012 can be found in the various appropriate sections .2012 Registration document and annual financial report - BNP PARIBAS 2335

5RISKSAND CAPITAL ADEQUACYCapital management and capital adequacyCAPITAL ADEQUACY AND CAPITAL PLANNINGCAPITAL ADEQUACY UNDER CURRENTREGULATIONUnder the European Union regulation transposed into French law byregulation 91-05, the Group’s capital adequacy ratio must be at least8% at all times, including a Tier One ratio of at least 4%. Under UnitedStates capital adequacy regulations, BNP Paribas is qualified as a financialholding company and as such is required to have a capital adequacy ratioof at least 10%, including a Tier 1 ratio of at least 6%.Ratios are monitored and managed centrally, on a consolidated basis.Where a French or international entity is required to comply with bankingregulations at its own level, its ratios are also monitored and manageddirectly by the entity.➤ TABLE 7: SOLVENCY RATIOSIn millions of euros 31 December 2012 31 December 2011TIER 1 CAPITAL 75,211 70,993Tier 2 capital 9,186 12,769Tier 3 capital 1,460 2,200REGULATORY CAPITAL 85,857 85,962Credit risk 411,151 446,674Securitisation 19,076 24,376Counterparty risk 20,533 23,624Equity risk 24,377 25,7755Market risk 25,548 38,501Operational risk 51,154 54,617RISK-WEIGHTED ASSETS (*) 551,839 613,567TIER 1 RATIO 13.6% 11.6%TOTAL CAPITAL RATIO 15.6% 14.0%(*) Until 31 December 2011, the transitional regulatory Decree was setting the floor for Basel 2.5 risk-weighted assets at 80% of the Basel 1 risk weightedassets. The floor had no impact at 31 December 2011. These transitional arrangements were not renewed in 2012.BNP Paribas Group is also subject to additional supervision as a financialconglomerate, in accordance with a European Directive transposed intoFrench law by the Order of 19 September 2005. Under this regulation,a financial conglomerate engaged in the insurance business mustcomply with an additional requirement with respect to consolidatedcapital adequacy: the margin requirement for entities with an insurancebusiness – known as the solvency margin – is added to the bank capitalrequirement and the sum of the two is compared to the total equity of thefinancial conglomerate to determine a surplus or a shortfall of capital.As of 31 December 2012, the capital surplus of the conglomerate wasestimated at EUR 37.9 billion (compared to EUR 32.5 billion as of31 December 2011).CAPITAL PLANNINGAs the sovereign debt crisis escalated during the summer of 2011 andin accordance with Basel 3 regulations as transposed in the CRD 4Directive and CRR Regulation published by the European Commissionon 20 July 2011, the BNP Paribas Group set a target of 9% for the fullyloaded Common Equity Tier 1 ratio as of 1 January 2013. The fully loadedscenario assumes that CRD 4 /CRR will become effective with no phasinginarrangements. The target ratio is based on a Core Tier 1 ratio of atleast 4.5%, a 2.5% capital conservation buffer and an additional marginfor the Group of 2%.At end December 2012, the pro forma fully loaded CRD 4 CET 1ratio was 9.9% versus 11.8% under CRD 3 , ahead of the target set inSeptember 2011. This was achieved through completion of the assetreduction plan announced in Autumn 2011 combined with strongorganic capital generation and an improvement in market conditions foravailable-for-sale assets during 2012, following the mid-year resolutionof the European sovereign debt crisis.2342012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCapital management and capital adequacy5RECOVERY AND RESOLUTION PLANIn early August 2012, BNP Paribas submitted a second update of itsRecovery and Resolution Plan (RRP) to the French banking regulator(Autorité de Contrôle Prudentiel). The plan is prepared at Group leveland outlines possible recovery options if the Group were to find itself ina distressed situation. It also contains all the information the financialauthorities would need to manage the Group’s resolution if necessary.The updated RRP was prepared in accordance with the recommendationsof the Financial Stability Board ahead of expected regulatory requirements.The Board’s Internal Control, Risk Management and ComplianceCommittee approved its main outlines on 27 July 2012. The CommitteeChair presented this work to the Board of Directors on 1 August 2012.The new version of the RRP includes updated figures and takes accountof changes in the Group’s organisation and activities. It has also beenfurther fleshed out compared with the 2011 version to take account ofcomments made by the authorities represented on the resolution board.The resolution board comprises the relevant authorities of Belgium, theUnited States and Italy, under the aegis of the French banking regulator(Autorité de Contrôle Prudentiel). It met four times during 2012.CAPITAL MANAGEMENTOBJECTIVESBNP Paribas capital management policy objectives consist in guaranteeingsolvency at all times and complying with supervisory requirements atglobal and local levels, meeting expectations both of debt investors andclients, while optimizing the return generated for shareholders, whoprovide the henceforth required capital.To achieve these objectives, the main principles underlying theimplementation of the policy – anticipation, caution, reactivity and goodjudgment – are articulated simultaneously along the consolidated andlocal levels.CAPITAL MANAGEMENT AT CENTRALLEVELCapital planning has become in the last years a key driver of the Bank’sstrategic planning process, and even more so, as the implementationof the upcoming Basel 3 regulation has become one of the key strategicobjectives for the Group.Such capital- related targets are built on the Bank’s Senior Managementexpert judgment, which integrates especially anticipated regulatoryrequirements, evaluation of the market expectations in terms ofcapitalisation, targeted high quality external rating for the Group andreturn on Equity objectives.Consolidated capital targets are directly monitored at central level,through a governance described hereafter, based on bottom-upinformation flows. This allows defining the level of desirable capital andthe means by which to achieve it, feasibility being always evaluated froma cautious point of view.Capital management at central level relies on two main processes thatare closely linked:■ detailed quarterly analysis of actual capital consumption by divisions/business lines through the reporting process and quarterly update ofcapital planning process throughout the year;■ the yearly budget process, which plays a central role in the Bank’sstrategic planning process, and integrates a capital planningcomponent.The development, approval and update of the capital plan process arebased, as far as governance is concerned, on two committees:■ Risk- Weighted Assets Committee: created in early 2007, it is jointlychaired by the Chief Financial Officer and the Chief Risk Officer, withdivisions and operational units CFOs attending. Held on a quarterlybasis, it reviews RWA and the upcoming quarterly solvency ratio trends;■ Capital Committee: created in June 2009, it is chaired quarterly by theChief Executive Officer, and addresses the following topics:■■■monitoring and anticipations of RWA and solvency ratio evolutionson a 12 to 18 months time span,identifying of the required adjustments and optimisation (basede.g. on business models, processes and IT), and assessment of theassociated impacts,define short and medium term capital use guidelines, and proposeoptions to the Executive Committee,■ monitoring ACP recommendations implementation that impactGroup’s RWAs and solvency.Moreover, capital is also integrated into the Bank’s risk decision processes,through the criteria of risk- weighted assets consumption:■ RWA are embedded within risk policy setting and risk decisionprocesses;■ RWA limits are set for country risk management as well as forindividual concentration policy;■ as far as market risk is concerned, risk limits expressed in marketValue at Risk translate directly into capital metrics.52012 Registration document and annual financial report - BNP PARIBAS 235

5RISKSAND CAPITAL ADEQUACYCapital management and capital adequacy5CAPITAL MANAGEMENT AT LOCAL LEVELThe Group has to allocate available capital among its different entities .To ensure a free and efficient flow of capital throughout the Group,the capital allocation process within the Group is centralised at headoffice level and mainly driven by two principles: compliance with localregulatory requirements and analysis of the local business needs andgrowth prospects; this exercise is always conducted with the objectiveof minimising capital dispersion.With respect to the first principle, the CFOs are responsible for the dailymanagement and reporting of their subsidiaries’ capital requirements.When a capital need arises, it is analysed on a case-by-case basis by theFinance Department, taking into consideration the subsidiary’s presentposition and future strategy. Furthermore, each year the Group monitorsthe earnings repatriation process. Regarding dividend distributions, theGroup policy stipulates that the entire distributable profit of every entity,including retained earnings, must be paid out, with exceptions reviewedon a case-by-case basis. This policy ensures that the capital remainscentralised at Group level and also contributes to reducing the currencyrisk at Group level.Local CEOs are responsible for ensuring the subsidiary’s ongoing financialviability and competitiveness in terms of capital, where relevant. However,any capital action requested by a subsidiary is assessed by and subjectto authorisation from head office.As regards the branches, the Group reviews their capital allocationannually. Here again, the policy is to maintain the level of capital at theadequate level, the principle being that capital ratios of the branchesmust not exceed that of their parent company, unless required for taxor regulatory reasons, which are analysed by the relevant departments.With respect to the second principle, the needs of each entity are analysedby dedicated teams in light of the Group’s strategy in the relevant country,the entity’s growth prospects and the macroeconomic environment.PILLAR 2 PROCESSThe second pillar of the Basel Agreement, as transposed in the CRD,provides that the Autorité de Contrôle Prudentiel, the “home” supervisor ofBNP Paribas, shall determine whether the policies, strategies, proceduresand arrangements implemented by the Group on the one hand, and theequity held on the other hand, are adequate for risk management andrisk coverage purposes. Pillar 2 also provides that the supervisor may, inthe event of non-compliance with CRD requirements, request the Grouppromptly to take the necessary actions or moves to address the situation.To enforce these provisions, Article L.13-16 of the Monetary and FinancialCode allows the supervisor to ask a credit institution to hold more capitalthan the regulatory minimum.The Pillar 2 approach thus structures the dialogue between the Groupand the supervisor regarding the adequacy of its capital ratios using twocomplementary processes, whose guidelines have been published by theCommittee of European Banking Supervisors (CEBS) in 2006: ICAAP andSREP (Supervisory Review Process).The Group’s internal capital adequacy assessment process (ICAAP) isbased on two key pillars: risk review and capital planning.The risk review is a comprehensive review of management policies andinternal control rules applicable to Pillar 1 exposures as defined by theBasel Committee regulations and Pillar 2 exposures as defined in thenomenclature used by the Group.Capital planning is based on the most recent actual and estimatedfinancial data available at the time. These data are used to project futurecapital requirements, in particular by factoring in the Group’s goal ofmaintaining a first-class credit rating to protect its origination capability,its business development targets and anticipated regulatory changes.Capital planning consists of comparing the capital ratio targets definedby the Group with future projected capital requirements, then testingtheir robustness in a degraded macro-economic environment.Based on current regulations, Pillar 1 exposures are covered by regulatorycapital, calculated on the basis of the methods defined in the currentregulation . Pillar 2 risks addressed, are based on qualitative approaches,dedicated monitoring frameworks and, if necessary, quantitativeassessments. The review of Pillar 2 risks reveals that they do not requireany additional capital, mainly due to the effects of diversification, whichare not completely taken into account in Pillar 1. Management of theGroup’s capital adequacy is therefore systematically based on regulatoryrequirements.SREP or Supervisory Review Process conducted by the supervisor:this is a review of the Group’s intrinsic position based on criteria setout in the CRD (strategy and quality of the overall organisation of theinstitution and its corporate governance, type, volume and complexityof the businesses, degree of exposure to the major types of risk, e.g.credit, concentration, market, operations , liquidity and interest-rate risk,quality of the organisation of internal control procedures, performanceand profitability of current operational , level, structure and sustainabilityof equity), based on both quantitative and qualitative data. The regularcontact maintained throughout the year between the Group and thesupervisor through on-site visits, “close monitoring” interviews, quarterlypresentations of operations and results by the Executive Management tothe supervisor’s General Secretariat, and regular short and medium-termprojections of capital ratios allow the supervisor to form an opinion on theadequacy of the Group’s strategy, risk management policies, organisationand governance. Upon completion of the review, the supervisor assignsa rating on a scale of one to five, and requires a minimum core-capitalratio (Tier 1) to be complied with under Pillar 2.All the exchanges between the Group and the supervisor and the level ofthe prescribed minimum capital ratio remain confidential.2362012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYRisk management55.3 Risk management [Audited]RISK MANAGEMENT ORGANISATIONROLE OF RISK MANAGEMENTRisk management is key in the business of banking. At BNP Paribas,operating methods and procedures throughout the organisation aregeared towards effectively addressing this matter. The entire process issupervised by the Group Risk Management Department (GRM), which isresponsible for measuring and controlling risks at Group level. GRM isindependent from the core businesses, business lines and territories andreports directly to Group Executive Management. The Group Compliance(GC) function monitors operational risk under the authority of GRM andreputation risk as part of its permanent control responsibilities. GRM, andGC for operational and reputation risk, perform continuous, generally exantecontrols that are fundamentally different from the periodic, ex-postexaminations of the Internal Auditors.GENERAL RESPONSIBILITIES OF RISKMANAGEMENTFront-line responsibility for managing risks lies with the divisions andbusiness lines that propose the underlying transactions. GRM continuouslyperforms a second-line control over the Group’s credit, market, liquidityand insurance risks. As part of this role, it must ascertain the soundnessand sustainability of the business plans and their overall alignment withthe risk profile target set by Executive Management. GRM’s remit includesformulating recommendations on risk policies, analysing the risk portfolioon a forward-looking basis, approving corporate loans and trading limits,guaranteeing the quality and effectiveness of monitoring procedures,and defining and/or validating risk measurement methods. GRM is alsoresponsible for ensuring that all the risk implications of new businessesor products have been adequately evaluated.GC has identical responsibilities as regards operational and reputationrisk. It plays an important oversight and reporting role in the processof validating new products, new business activities and exceptionaltransactions.RISK MANAGEMENT ORGANISATIONApproachWhether in its advisory role in business development, in the developmentof methods, policies and procedures, in the decision-making process orthe deployment of monitoring and control systems, GRM must have aperfect grasp of the banking business and be aware of market constraintsand the complexity and urgency of transactions.These objectives have led GRM to position its teams as close as possibleto the Business lines and Countries while preserving their independenceby placing them under the exclusive and direct authority of GRM andby providing impetus and leadership. It is therefore supported by teamslocated within the main centres of activity throughout the organisation,and who do not report to the heads of Core businesses and Businesslines, nor to Head of territory . However, GRM’s supervision can also beindirect, and the Risk Management f unction can be performed througha joint relationship between the Core businesses and GRM when thesubordination relationship is not desirable in terms of effectiveness – forexample, in situations where risks are diverse or very specific – and thissituation is acceptable in terms of the degree of risk.52012 Registration document and annual financial report - BNP PARIBAS 237

5RISKSAND CAPITAL ADEQUACYRisk managementRole of the Chief Risk OfficerThe Group Chief Risk Officer directly reports to the Chief Executive Officerand sits on the Executive Committee of BNP Paribas. He has line authorityover all GRM employees. He can veto the risk – related decisions made bythe Group, and has no connection, in terms of authority, with the Heads ofCore businesses, Business lines and territories . Such a positioning servesthe following purposes:■ ensuring the objectivity of risk control, by removing any involvementin commercial interests;■ making sure senior management is warned of any deterioration in riskand is rapidly provided with objective and comprehensive informationon the status of risks;■ enabling the uniform dissemination, throughout the Bank, of high riskmanagement standards and the implementation of best practices;■ ensuring the quality of risk assessment methods and procedures bycalling on professional risk managers in charge of evaluating andenhancing these methods and procedures in light of the best practicesimplemented by international competitors.➤ FIGURE 2: RISK COMMITTEESBOARD LevelCCIRCForum with a focus on Group wide risk taking levels and risk policiesGroup Executive CommitteeInformation on the analysis and decisions taken in the Risk, Capital, Liquidity and ALM Committees a appropriateEXECUTIVE MANAGEMENTLevelCapital CommitteeValidates and reviews the stepstowards target solvency ratioRisk CommitteeDiscusses whatever risk issuesseen as criticalLiquidity & ALM CommitteesIn charge of the Group medium termfunding program of the Group and of theclose monitoring of the liquidity position5MAIN RISK COMMITTEESExecutive Management and Poles LevelComité de Crédit Direction Générale ( * )Decides on credit risk and conducts annual reviews forclients above certain thresholds at the individual levelCapital Markets Risk CommitteeReviews the main market and counterparty exposures andtakes decision upon Trading limits, Market and Cty Riskpolicies and methodologiesGroup Doubtful and WatchList CommitteesReviews existing limits and exposures on all performingCountry Envelope CommitteesSet limits for a given country in view of market conditionsTransaction and New Activity CommitteesThe TAC process is called for the validation of exceptionaltransactions and the NAC for new products/activitiesRisk Policy Committee (RPC)expert risk and business representatives(*) General Management Credit Committee.2382012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYRisk management5RISK CULTUREONE OF THE GROUP’S CORE FOUNDINGPRINCIPLESThe BNP Paribas Group has a strong risk culture.Front-line responsibility for managing risks lies with the divisions,business lines and functions that propose the underlying transactions.They are expected to develop a sense of risk among their employees andto be fully aware of and understand both current and potential futuretrends in their risks.Executive Management has chosen to include the risk culture in two ofits key corporate culture documents:■ Responsibility CharterIn 2012, Executive Management drew up a formal ResponsibilityCharter based on four strong commitments, inspired by the Group’score values, management principles and code of conduct. One of thefour commitments is “Being prepared to take risks, while ensuring closerisk control”.Financing the economy, supporting projects, helping clients to managetheir currency or interest rate exposure – all this means accepting adegree of risk. One of BNP Paribas’ great strengths is precisely thisexpertise in managing risk.The Group believes that tight risk control is its clear responsibility, notonly towards its clients but also towards the financial system as a whole.The Bank’s decisions on the commitments it makes are reached after arigorous and concerted process, based on a strong shared risk culturewhich is present across all levels of the Group. This is true both forcredit risk arising from lending activities, where loans are granted onlyafter in-depth analysis of the borrower’s position and the project to befinanced, and for market risks arising from transactions with clients,which are assessed on a daily basis, tested against stress scenarios andgoverned by a system of limits.As a highly diversified Group, both in terms of geography and businessactivity, BNP Paribas is able to balance risks and their consequences assoon as they materialise. The Group is organised and managed in such away that any difficulties arising in one business area will not jeopardisethe Bank’s other business activities.■ Management PrinciplesOne of the Group’s four key management principles is «Risk-AwareEntrepreneurship», which highlights the importance of the risk culture:Risk-aware entrepreneurship means:■■being fully accountable,acting interdependently and cooperatively with other entities toserve the global interest of the Group and its clients,■■being constantly aware of the risks involved in our area ofresponsibility,and empowering our people to do the same.SPREADING THE RISK CULTUREStrict risk management is an integral part of the Bank’s makeup. A cultureof risk management and control has always been one of its top priorities.The Group is striving to spread this culture yet further given its stronggrowth over the past few years and the current climate of crisis. InMay 2010, BNP Paribas launched the Risk Academy, a cross-functionalGroup initiative, to help spread and promote its risk management culture.The Risk Academy is an open, group-wide venture, involving all businesslines and functions and sponsored by the Bank’s Executive Committee.Designed for the benefit of all staff and organised around a progressive,participative framework, its main aims are:■ help strengthen and spread the risk culture within the Group;■ promote training and professional development in the area of riskmanagement;■ run the Bank’s risk management communities.The Risk Academy therefore offers the following products and servicesunder a single umbrella:■ C ore Risk Practices, the basic principles forming the underlying themeof the Risk Academy, advocating sound risk management practices;■ e-learning r isk a wareness m odule, providing an introduction to thevarious risks managed by the Bank;■ risk t raining c atalogue for employees involved in risk-related activities;■ online l ibrary of documents to help share knowledge about riskmanagement;■ interactive presentations by BNP Paribas risk's experts, implementedin main sites of the Group.Lastly, the risk culture is also spread throughout the Group by linkingcompensation to performance and risk (see chapter 7, section entitled“A competitive compensation policy in line with international rules”).52012 Registration document and annual financial report - BNP PARIBAS 239

5RISKSAND CAPITAL ADEQUACYRisk managementRISK PROFILE5DEFINITION AND OBJECTIVESThe Risk Profile policy aims to define the medium to long-term risk profilesought by BNP Paribas. It is reviewed by Executive Management andvalidated by the Board of Directors.The policy embodies within a single coherent system all the riskmanagement tools, processes principles and guidelines used broadlyby the Group to guide its risk-taking, within defined limits. It thereforecontributes to promoting more consistent risk practices within the Group.The policy sets out the broad outlines of the system at Group level and isused as a basis for establishing the target Risk Profile at more granularand entity-specific levels.PRINCIPLESThe principles of the Risk Profile aims to define the types of risk theGroup is prepared to accept in its business activities. They are intendedto remain stable over time.These principles are:■ return adjusted for risk and earnings volatility;■ capital adequacy;■ financing and liquidity;■ concentrations;■ insurance activities;■ non-quantifiable risks.These principles are completed by qualitative guidelines resulting fromdecisions taken by the risk strategy committee. They should be consideredas an integral part of the policy:■ portfolio decisions;■ decisions regarding counterparties;■ decisions on new products or business activities;■ transversal policiesGOVERNANCEIn line with the Group's Risk Profile policy, Executive Management isresponsible for the major guidelines based on three key dimensions –Risk, Capital and Liquidity – through the following c ommittees that reportto the Group's Executive Committee:■ Risk Management Committee;■ Capital Committee;■ ALM Committee;■ Liquidity Committee.The target Risk Profile, i.e. the translation of the Risk Profile principlesand guidelines into the Bank's business activities and risk-taking, isdisseminated and deployed through two complementary, interconnectedprocesses:■ strategic planning and budget process;■ risk taking process (e.g. strategic risk forums), which enables ExecutiveManagement's guidance and decisions to be relayed broadly to therelevant staff.SUPERVISION OF RISK PROFILE INDICATORSExecutive Management translates the Risk Profile policy into a seriesof indicators and limits in order to compare the Group's actual RiskProfile with the target Risk Profile on a quantitative basis ("Risk ProfileIndicators"). These indicators are monitored quarterly in the riskmanagement dashboards.RISKS CATEGORIESThe risk categories reported by BNP Paribas evolve in line withmethodological developments and regulatory requirements.All the risk categories discussed below are managed by BNP Paribas.However, no specific capital requirement is identified for reputation andstrategy risk as these are risks that may lead to a change in share pricewhich is borne directly by the shareholders and cannot be protected bythe Bank’s capital.Reputation risk is thus contingent on other risks and, apart from marketrumours leading to a change in share price, its impacts are included inestimated losses incurred for other risk categories.Similarly, strategy risk arising from the strategic decisions published bythe Bank, which could give rise to a change in share price, is a matter forthe highest level of governance and is the shareholder’s responsibility.The implementation of regulatory definitions in accordance with theBasel Accord (International Convergence of Capital Measurement andCapital Standard), is discussed in sections 5.4 to 5.7 and 5.10 of thischapter.2402012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYRisk management5CREDIT RISKCredit risk is the potential that a bank borrower or counterparty will failto meet its obligations in accordance with agreed terms. The probabilityof default and the expected recovery on the loan or receivable in theevent of default are key components of the credit quality assessment.COUNTERPARTY RISKCounterparty risk is the translation of the credit risk embedded in themarket, investment and/or payment transactions. Those transactionsinclude bilateral contracts (i.e. Over-The-Counter – OTC) which potentiallyexpose the Bank to the risk of default of the counterparty faced. Theamount of this risk (referred as “exposure” in the rest of the document)may vary over time in line with market parameters which impact thevalue of the relevant market transactions.SECURITISATIONSecuritisation means a transaction or scheme, whereby the credit riskassociated with an exposure or pool of exposures is tranched, having thefollowing characteristics:■ there is a significant transfer of risk;■ payments made in the transaction or scheme are dependent upon theperformance of the exposure or pool of exposures;■ the subordination of tranches determines the distribution of lossesduring the ongoing risk transfer of the transaction or scheme.As a consequence, any commitment (including derivatives and liquiditylines) granted to a securitisation operation must be treated as asecuritisation exposure.MARKET RISKMarket risk is the risk of incurring a loss of value due to adverse trendsin market prices or parameters, whether directly observable or not.Observable market parameters include, but are not limited to, exchangerates, interest rates, prices of securities and commodities (whether listedor obtained by reference to a similar asset), prices of derivatives, pricesof other goods, and other parameters that can be directly inferred fromthem, such as credit spreads, volatilities and implied correlations orother similar parameters.Non-observable factors are those based on working assumptions suchas parameters contained in models or based on statistical or economicanalyses, non confirmed by market information.Liquidity is an important component of market risk. In times of limitedor no liquidity, instruments or goods may not be tradable or may not betradable at their estimated value. This may arise, for example, due to lowtransaction volumes, legal restrictions or a strong imbalance betweendemand and supply for certain assets.The market risk related to banking activities encompasses the risk of losson equity holdings on the one hand, and the interest rate and foreignexchange risks stemming from banking intermediation activities on theother hand. Only the equity and foreign exchange risks give rise to aweighted assets calculation under Pillar 1. The interest rate risk fallsunder Pillar 2.OPERATIONAL RISKOperational risk is the risk of incurring a loss due to inadequate orfailed internal processes, or due to external events, whether deliberate,accidental or natural occurrences. Management of operational risk isbased on an analysis of the “cause – event – effect” chain.Internal processes giving rise to operational risk may involve employeesand/or IT systems. External events include, but are not limited to floods,fire, earthquakes and terrorist attacks. Credit or market events such asdefault or fluctuations in value do not fall within the scope of operationalrisk.Operational risk encompasses human resources risks, legal risks, taxrisks, information system risks, misprocessing risks, risks related topublished financial information and the financial implications resultingfrom reputation and compliance risks.COMPLIANCE AND REPUTATION RISKAccording to French regulation, compliance risk is the risk of legal,administrative or disciplinary sanctions, together with the significantfinancial loss that a bank may suffer as a result of its failure to complywith all the laws, regulations, codes of conduct and standards ofgood practice applicable to banking and financial activities (includinginstructions given by an executive body, particularly in application ofguidelines issued by a supervisory body).By definition, this risk is a sub-category of operational risk. However,as certain implications of compliance risk involve more than a purelyfinancial loss and may actually damage the institution’s reputation, theBank treats compliance risk separately.Reputation risk is the risk of damaging the trust placed in a corporationby its customers, counterparties, suppliers, employees, shareholders,supervisors and any other stakeholder whose trust is an essentialcondition for the corporation to carry out its day-to-day operations.Reputation risk is primarily contingent on all the other risks borne bythe Bank.52012 Registration document and annual financial report - BNP PARIBAS 241

5RISKSAND CAPITAL ADEQUACYRisk management5Additional information about risk definitionsAlthough a lot of material has been written on the classification ofbanking risks, and industry regulations have produced a numberof widely accepted definitions, there is still no comprehensiveaccount of all of the risks to which banks are exposed. Significantprogress has nevertheless been made in understanding theprecise nature of risks and how they interact. The interactionbetween these risks has not yet been quantified, but is capturedby global stress scenarios. The following comments review theGroup’s latest conceptual developments.■ Market risk and credit/counterparty riskIn Fixed Income trading books, credit instruments are valuedon the basis of bond yields and credit spreads, which representmarket parameters in the same way as interest rates or foreignexchange rates. The credit risk arising on the issuer of the debtinstrument is therefore a component of market risk known asissuer risk.Issuer risk is different from counterparty risk. In the case of creditderivatives, issuer risk corresponds to the credit risk on theunderlying asset, whereas counterparty risk represents the creditrisk on the third party with whom the derivative was contracted.Counterparty risk is a credit risk, while issuer risk is a componentof market risk.■ Operational risk, credit risk and market riskOperational risk arises from inadequate or failed internalprocesses of all kinds, ranging from loan origination and marketrisk-taking to transaction execution and risk oversight.However, human decisions taken in compliance with applicablerules and regulations cannot give rise to operational risk, evenwhen they involve an error of judgment.Residual risk, defined by internal control regulations as the riskthat credit risk mitigation techniques prove less efficient thanexpected, is considered to derive from an operational failure andis therefore a component of operational risk.CONCENTRATION RISKConcentration risk and its corollary, diversification effects, are embeddedwithin each risk, especially for credit, market and operational risks usingthe correlation parameters taken into account by the corresponding riskmodels.It is assessed at consolidated Group level and at financial conglomeratelevel.ASSET-LIABILITY MANAGEMENT RISKAsset-liability management risk is the risk of incurring a loss as a resultof mismatches in interest rates, maturities or nature between assets andliabilities. For banking activities, asset-liability management risk arisesin non-trading portfolios and primarily relates to global interest raterisk. For insurance activities, it also includes the risk of mismatchesarising from changes in the value of shares and other assets (particularlyproperty) held by the general insurance fund.BREAKEVEN RISKBreakeven risk is the risk of incurring an operating loss due to a changein the economic environment leading to a decline in revenue coupledwith insufficient cost-elasticity.STRATEGY RISKStrategy risk is the risk that the Bank’s share price may fall because ofits strategic decisions.LIQUIDITY AND REFINANCING RISKLiquidity and refinancing risk is the risk of the Bank being unable tofulfil its obligations at an acceptable price in a given place and currency.INSURANCE SUBSCRIPTION RISKInsurance subscription risk corresponds to the risk of a financial losscaused by an adverse trend in insurance claims. Depending on the typeof insurance business (life, personal risk or annuities), this risk may bestatistical, macro-economic or behavioural, or may be related to publichealth issues or natural disasters. It is not the main risk factor arisingin the life insurance business, where financial risks are predominant.2422012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYRisk management5SUMMARY OF RISKS➤ TABLE 8: RISKS MONITORED BY THE BNP PARIBAS GROUPRisks affecting the Group’s capitaladequacyRisks affectingthe Group’s value(share price)Risk coveredMeasurementandmanagementmethod (4)Pillar 1 ICAAP (5) (Pillar 2)Risk coveredMeasurementandmanagementmethod (4)Credit risk ✓ Basel 2.5 ✓ Basel 2.5Counterparty risk ✓ Basel 2.5 ✓ Basel 2.5Securitization ✓ Basel 2.5 ✓ Basel 2.5Market risk ✓ Basel 2.5 ✓ Basel 2.5Equity risk ✓ Basel 2.5 ✓ Basel 2.5Operational risk ✓ Basel 2.5 ✓ Basel 2.5Concentration risk (1)Asset & liability management risk (2)Breakeven riskLiquidity and Refinancing riskInsurance risks (3) , includinginsurance subscription risks✓✓InternalModelInternalModelInternal✓ ModelStrategy risk ✓ ProceduresQuantitativeandqualitativerules; stress✓testsReputation risk ✓ ProceduresInternalModelAdditional riskidentified byBNP Paribas(1) Concentration risk is managed within credit risk at BNP Paribas.(2) Asset & liability management risk comes under what the banking supervisors call global interest rate risk.(3) Insurance risks are not included in the scope of banking activities; insurance businesses are exposed to market risk, operational risk and insurancesubscription risk.(4) The CRD 3 , transposed in French law by the Decree of the 20 February 2007 amended, implements the Basel 2.5 regulation for securitisation andmarket risk. Modifications introduced by CRD 3 are described in the corresponding chapters hereafter. The measurement methods for other types ofrisks remain unchanged.(5) Internal Capital Adequacy Assessment Process.✓52012 Registration document and annual financial report - BNP PARIBAS 243

5RISKSAND CAPITAL ADEQUACYRisk managementSTRESS TESTING5OVERALL ARCHITECTURETo ensure dynamic risk supervision and management, the Group hasimplemented a comprehensive stress testing framework in line withthe guidance issued by the European Banking Authority (EBA) in 2010,as described below.Stress testing frameworkStress testing forms an integral part of the risk management system andis used in three main areas: forward-looking risk management, capitalplanning, and regulatory requirements, mainly through the Group’s andits main entities’ ICAAP:■ forward-looking risk management: the results of stress tests carriedout using a top down approach are used to build the Bank’s risk profileand are periodically submitted to Group Executive Management,including the Board’s Internal Control, Risk Management andCompliance Committee through the quarterly Group Risk Dashboard.Additionally, ad hoc stress testing is performed, when appropriate,within Risk Policy Committees or Country Strategic Committees so as toidentify and assess areas of vulnerability within the Group’s portfolios;■ budgeting and capital planning: stress tests are carried out annually aspart of the budget process and included in the ICAAP. They are reviewedat divisional and business line level before being consolidated at Grouplevel to provide a synoptic view of the impact on the Bank’s capitaland earnings, thus following a bottom up approach;■ regulatory requirements or requests: mainly ad hoc requests from theEBA, IMF or any other supervisor (1) .This system has an established governance framework with responsibilitiesclearly divided between operational entities – to encourage operationalintegration and relevance – and the Group Finance, Risk Managementand ALM Departments, which ensure overall coherence.Stress testing methodologies (sensitivity analyses or analyses based onmacroeconomic scenarios) are tailored to the main categories of risk andsubject to independent review by GRM.Stress testing may be done at Group, business line or portfolio level,based on one or more risk types and on a larger or smaller number ofvariables depending on the desired objective. Where appropriate, resultsof quantitative models may be adjusted on the basis of expert judgement.The scenarios used, stress test outcomes and any recommendedcorrective actions (reducing exposures to a sub-segment, revising thefinancing or liquidity policy, etc.) are reviewed by GRM and/or ExecutiveManagement.Since its creation, the Group’s stress testing framework has evolvedcontinuously in order to integrate the most recent developments in stresstesting, whether in terms of methodologies or improved operationalintegration in the Group’s management processes. The budget stresstests presented below are provided as an illustration.B udget stress testing: a joint GRM, Finance and ALMapproachThe purpose of stress testing in the budget process is to assess the impactof an adverse macroeconomic scenario on the Group and its activities.Stress tests are run in parallel with the ann ual budget process, basedon the central economic scenario.The impact of the adverse scenario is measured through:■ P&L (NBI, cost of risk, etc.);■ risk-weighted assets;■ equity;■ liquidity and funding needs.The expected final output of the stress testing exercise is a Group stressedsolvency ratio, as well as possible adjustment measures, which might bedecided by businesses or at Group central level.Several teams are involved in preparing and managing the stress tests:divisions/operational entities, business lines, in liaison with the FinanceDepartment’s unit dedicated to capital, ALM and GRM.(1) http://www.acp.banque-france.fr/uploads/media/201301-stress-tests-systeme-bancaire-et-organismes-assurance-en-france.pdfhttp://www.imf.org/external/pubs/ft/scr/2012/cr12341.pdf2442012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5Stress test scenario definitionTo be more relevant, consistent, and to rely on more thoroughly preparedscenarii, the analyses use a small number of global scenarii consideredas relevant (one central scenario and one or sometimes two alternativescenarii).The starting point of the analysis is a “global central economic scenario”,which describes the future state of the economy over a horizon of up to 2years in addition to the current year. In 2012, a global scenario combinedseveral consistent regional scenarii, covering the United States, France,Italy and Belgium. Each regional scenario is captured by economic orfinancial variables (1) plus the price of oil and the EUR/USD exchange rate,which are common to all regional scenarii. Projections are made on aquarterly basis. The Group Economic Research Department, in connectionwith ALM and the Equity Derivatives business line, elaborate the centralscenario, on the basis of which GRM designs the stress scenario(s).It is important to note that these economic and financial variables arealso used to build the Group’s budget scenario (over a 1-year horizononly). This set of variables is key to ensuring the convergence of two majorprocesses of the Group, i.e. risk management and financial management.The b udget scenarii are validated by the General Management.The scenarii are then used to calculate expected losses (or P&L impact inthe case of market risks) over the year for all Group portfolios:■ for portfolios exposed to credit or counterparty risk and for the equityportfolio of the banking book: this calculation measures the impact ofthe scenario on cost of risk due to events of default or adverse equityprice moves;■ for market portfolios: the changes in value and their P&L impact arecalculated by simulating a one-time shock, which is consistent withthe overall scenario.The above calculations and related methodologies for stress tests oncredit and market risks are coordinated centrally at Group level by GRMteams. They also involve in their implementation and design variousteams of experts at Group and territory ’s levels.5.4 Credit risk5EXPOSURE TO CREDIT RISK [Audited]The following table shows all of BNP Paribas Group’s financial assets,including fixed-income securities, which are exposed to credit risk. Creditrisk exposure does not include collateral and other security taken by theGroup in its lending business or purchases of credit protection. It is basedon the carrying value of financial assets before re-evaluation recognisedon the balance sheet.(1) The economic and financial variables are GDP and its components (consumer spending, investment, etc.), prices indices, unemployment rates, three-month interest rates, and 10-yeargovernment bond yields.2012 Registration document and annual financial report - BNP PARIBAS 245

5RISKSAND CAPITAL ADEQUACYCredit risk➤ TABLE 9: EXPOSURE TO CREDIT RISK (*) BY BASEL ASSET CLASS AND APPROACHIn millions of eurosIRBAStandardisedApproach31 December 2012 31 December 2011 VariationTotal2012AverageExposureIRBAStandardisedApproachTotal2011AverageExposureTotalAverageExposureCentral governments andcentral banks 177,612 18,825 196,437 186,526 155,605 21,011 176,616 185,298 19,821 1,228Corporates 360,242 154,986 515,228 540,804 406,617 159,762 566,379 583,601 (51,151) (42,797)Institutions (**) 61,814 26,765 88,579 98,092 80,575 27,031 107,606 117,463 (19,027) (19,371)Retail 195,891 166,865 362,756 367,990 199,570 173,654 373,224 373,769 (10,469) (5,779)Other non creditobligationassets (***) 333 120,467 120,800 119,408 134 117,882 118,016 103,735 2,784 15,673TOTAL EXPOSURE 795,892 487,908 1,283,800 1,312,820 842,501 499,340 1,341,841 1,363,866 (58,041) (51,046)(*) Securitization is the object of a dedicated chapter in section 5.5.(**) Institutions asset class comprises credit institutions and investment firms, including those recognised in other countries. It also includes some exposuresto regional and local authorities, public sector agencies and multilateral development banks that are not treated as central government authorities.(***) Other non credit-obligation assets include tangible assets, payables/receivables and residual values.5In the prudential balance sheet at 31 December 2012 (section 5.2,table 3), credit risk exposures include the following amounts, net ofimpairment: deposits with central banks (EUR 103 billion), loans tocustomers (EUR 630 billion), loans to credit institutions (EUR 39 billion),available for sale assets (EUR 113 billion), held-to-maturity financialassets (EUR 0.4 billion), assets designated as at fair value through profitand loss (EUR 2 billion), remeasurement adjustment on interest-raterisk hedged portfolios (EUR 6 billion), property, plant & equipment andinvestment property (EUR 18 billion), accruals, prepayments and otherassets (EUR 93 billion), current and deferred tax assets (EUR 9 billion)and financing and guarantee commitments given excluding repurchaseagreements (EUR 305 billion).These prudential balance sheet amounts are net of impairments. Onceadjusted for impairments (+EUR 31 billion including EUR 3 billion forvariable-income available for sale assets), risk exposures other thancredit risk (securitisation, counterparty and market risks), revaluationsand other items deducted from own funds (-EUR 65 billion), theseamounts lead to a credit risk exposure of EUR 1, 284 billion.In the rest of this chapter, references to credit risk exposure do not includeother non-credit obligation assets (payables and receivables, tangibleassets and residual value).TRENDS IN CREDIT RISK EXPOSURE IN 2012The Group’s gross credit risk exposure fell by EUR 58 billion in 2012(EUR 61 billion excluding other non-credit obligation assets). Thereduction mainly concerned exposure to corporates and institutionsfollowing the adjustment plan pursued by the Group from September 2011to September 2012 to prepare for the new Basel 3 liquidity and solvencyrequirements.The EUR 51 billion reduction in exposure to corporates is mainlyexplained by the adjustment plan of CIB’s Corporate Banking activities(EUR 45 billion on the whole CIB division ). Exposure to retail clientsdecreased by EUR 10 billion, mainly in Personal Finance (EUR 9 billion).In parallel, exposure to central governments rose by EUR 20 billion due tothe increase in central bank deposits offset by a decline in sovereign debt.2462012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5APPROACHES USED TO CALCULATE RISK-WEIGHTED ASSETSBNP Paribas has opted for the most advanced approaches allowed underBasel II. In accordance with the EU Directive and its transposition intoFrench law, in 2007 the French banking supervisor (Autorité de ContrôlePrudentiel) allowed the Group to use internal models to calculate capitalrequirements starting on 1 January 2008. The use of these methods issubject to conditions regarding progress and deployment. The Groupcommitted itself to comply with those conditions under the supervisionof the French supervisor. Prior to its acquisition, the Fortis Group had beenauthorised by Belgian banking and insurance supervisor, the NationalBank of Belgium, to use the most advanced approach to assess itsregulatory capital requirement. The internal rating policies and systemsof the BNP Paribas Fortis and BGL BNP Paribas subgroups on the one handand BNP Paribas on the other are set to converge to a single methodologyused uniformly across the entire Group. The review being conducted forthis purpose has shown the compatibility of the concepts developed ineach of the two perimeters and allowed a harmonisation of the ratings ofthe key counterparties. Model convergence is nevertheless not y et fullycompleted . Several applications for approval of common methodologieshave been submitted to the Autorité de Contrôle Prudentiel. An approachbased on methods that have been approved by the French, Belgian orLuxembourg supervisors for each of the non-convergent perimeters isimplemented at 31 December 2012.For credit risk (excluding other non credit-obligation assets), the shareof exposures under the IRB approach represents 68% at 31 December2012, compared with 69% at 31 December 2011. This significant scopeincludes in particular Corporate and Investment Banking (CIB), FrenchRetail Banking (FRB), a part of the BNP Paribas Personal Finance business(Cetelem), BNP Paribas Securities Services (BP2S) and the entities of thesubgroups BNP Paribas Fortis and BGL BNP Paribas. BNL’s transition toIRBA is currently undergoing the approval process by the Bank of Italy.However, some entities, such as BancWest, are temporarily excludedfrom the IRBA scope. Other smaller entities, such as the subsidiaries inemerging countries, will use the Group’s advanced methods only at alater stage.➤ FIGURE 3: CREDIT RISK EXPOSURE BY APPROACH (*)at 31 December 2012 at 31 December 201168%Internal ratingsbased approach(IRBA)69%Internal ratingsbased approach(IRBA)532%Standardised approach31%Standardised approachTotal: EUR 1,163 billionTotal: EUR 1,224 billion(*) Excluding other non credit-obligation assets and securitization.CREDIT RISK MANAGEMENT POLICY [Audited]GENERAL CREDIT POLICY, AND CONTROLAND PROVISIONING PROCEDURESThe Bank’s lending activities are governed by the Global Credit Policyapproved by the Risk Committee, chaired by the Chief Executive Officer.The policy is underpinned by core principles related to compliance withthe Group’s ethical standards, clear definition of responsibilities, theexistence and implementation of procedures and thorough analysis ofrisks. It is rolled down in the form of specific policies tailored to eachtype of business or counterparty.DECISION-MAKING PROCEDURES- CORPORATESA system of discretionary lending limits has been established, underwhich all lending decisions must be approved by a formally designatedmember of GRM. Approvals are systematically evidenced in writing,either by means of a signed approval form or in the minutes of formalmeetings of a Credit Committee. Discretionary lending limits correspondto aggregate commitments by business Group and vary according tointernal credit ratings and the specific nature of the business concerned.Certain types of lending commitments, such as loans to banks, sovereignloans and loans to customers operating in certain industries are subject tospecific authorisation procedures and require the sign-off of an industryexpert or designated specialist. In retail banking, simplified proceduresare applied, based on statistical decision-making aids.2012 Registration document and annual financial report - BNP PARIBAS 247

5RISKSAND CAPITAL ADEQUACYCredit risk5Loan applications must comply with the Bank’s Global Credit Policyand with any specific policies, and must in all cases comply withthe applicable laws and regulations. In particular, before making anycommitments BNP Paribas carries out an in-depth review of any knowndevelopment plans of the borrower, and ensures that it has thoroughknowledge of all the structural aspects of the borrower’s operations andthat adequate monitoring will be possible.The Group Credit Committee, chaired by one of the Chief OperatingOfficers or the Head of GRM, has ultimate decision-making authority forall credit and counterparty risks.DECISION-MAKING PROCEDURES – RETAILThe decision-making system for Retail Banking exposures is based ona system of discretionary limits whereby the Regional Risk Officersdecide jointly with the Head of the FRB b ranch Network (or his deputy)on all commitments to Business clients that exceed the powers of theBusiness Centre managers and on large retail commitments that exceedthe powers of the Group FRB branch managers. They have a right of veto,subject to appeal to the next authority level up.As regards ex post control over lending transactions, a GRM team isresponsible for:■ ex- post control over transactions approved at Retail Banking level onlyand over compliance with procedures;■ monitoring the Branch Network’s credit risk.MONITORING AND PORTFOLIOMANAGEMENT PROCEDURESMonitoring exposuresA comprehensive risk monitoring system is organised around Controlunits, which are responsible for ensuring that lending commitmentscomply with the loan approval decision, that credit risk reporting dataare reliable and that risks accepted by the Bank are effectively monitored.Daily exception reports are produced and various forecasting tools areused to provide early warnings of potential escalations of credit risks.The various monitoring levels, which generally reflect the organisationof discretionary lending authorities, are carried out up to the GroupDoubtful and WatchList Committee, under the supervision of GRM. Thiscommittee regularly examines all loans in excess of a given threshold,for which it decides on the amount of impairment losses to be recognisedor reversed, based on a recommendation from the business lines, withGRM’s approval. In addition, a quarterly committee reviews sensitive ornon-performing loans.Collective portfolio management and monitoringThe selection and careful evaluation of individual exposures is supportedby a reporting system based on more aggregated portfolio levels in termsof division/business line, country, sector, business/product.The collective portfolio management policy, including concentration ofrisk by borrower, sector and country, is based on this reporting systemand Group risk committees review all reports and analyses produced.1) For risk concentration by country, country risk limits are set at theappropriate level of delegated authority for each country. The Group,which is present in most economically active areas, in accordancewith its vocation, strives to avoid excessive concentrations of risk incountries whose political and economic infrastructure is acknowledgedto be weak or whose economic position has been undermined.2) Diversification of the portfolio by counterparty is monitored on aregular basis, notably under the Group’s individual risk concentrationpolicies. The risk concentration ratio also ensures that the aggregateexposure to each beneficiary (1) does not exceed 25% of the Group’s netconsolidated shareholders’ equity. BNP Paribas remains well belowthe concentration limits set out in the European Directive on LargeExposures.3) The breakdown of exposure by business sector is also monitoredcarefully and regularly. It is supported by a forward-looking analysisfor dynamic management of the Bank’s exposure. This analysis isbased on the in-depth knowledge of independent sector experts whoexpress an opinion on trends in the sectors they follow and identifythe factors underlying the risks faced by the main components. Thisprocess is adjusted by sector according to its weighting in the Group’sexposure, the technical knowledge required to understand the sector,its cyclicality and degree of globalisation and the existence of anyparticular risk issues.In addition, stress tests are used to identify vulnerable areas of theGroup’s portfolios and analyse any concentrations.Lastly, BNP Paribas may use credit risk transfer instruments, such assecuritisation programmes or credit derivatives, to hedge individual risks,reduce portfolio concentration or cap potential losses arising from crisisscenarios.SCOPE AND NATURE OF RISK REPORTINGAND MEASUREMENT SYSTEMSAll the processes and information systems used by the Credit RiskReporting Function were submitted for review to the French bankingregulator (Autorité de Contrôle Prudentiel).For BNP Paribas Fortis and BGL BNP Paribas, following convergence workcarried out between end-2010 and Autumn 2012, the entities in thesesub-scopes are now included in the Group systems for producing creditrisk calculations.(1) Large Exposures are exposures that individually exceed 10% of shareholders’ equity, with a disclosure threshold set by the ACP at EUR 300 million.2482012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5RATING SYSTEMThe BNP Paribas Group uses an advanced Internal Ratings-BasedApproach (IRBA) to credit risk for the retail, sovereign, institutions,corporate and equity asset classes to calculate the regulatory capitalrequirements for Corporate and Investment Banking, French RetailBanking, part of BNP Paribas Personal Finance, BNP Paribas Fortis, BGLand BNP Paribas Securities Services (BP2S). For other businesses, thestandardised approach is used to calculate regulatory capital basedon external ratings. Each counterparty is rated internally by the Groupusing the same methods, regardless of the approach used to calculateregulatory capital requirements.The Bank has a comprehensive internal rating system compliantwith regulatory requirements regarding capital adequacy. A periodicassessment and control process has been deployed within the Bankto ensure that the system is appropriate and correctly implemented.The system was formally validated by the French banking supervisor(Autorité de Contrôle Prudentiel) in December 2007. For corporate loans,the system is based on three parameters: the counterparty’s probabilityof default expressed via a rating, the Global Recovery Rate (or Loss GivenDefault), which depends on the structure of the transaction, and theCredit Conversion Factor (CCF), which estimates the off-balance sheetexposure at risk.There are twelve counterparty ratings. Ten cover performing clients withcredit assessments ranging from “excellent” to “very concerning”, andtwo relate to clients classified as in default, as per the definition by thebanking supervisor.For Corporate counterparties, the rating parameters and GRR applicableto each exposure are reviewed at least once a year as part of the loanapproval process or annual credit review, drawing on the combinedexpertise of business line staff and, as a second pair of eyes, the GRMrepresentatives (who have the final say in case of disagreement). Highquality tools have been developed to support the rating process, includinganalysis aids and credit scoring systems. The decision to use these toolsand the choice of technique depends on the nature of the risk. For Retailcounterparties, rating methods are applied automatically to determinethe loan parameters.➤ TABLE 10: INDICATIVE MAPPING OF INTERNALCOUNTERPARTY RATING WITH AGENCY RATINGSCALEInvestment GradeNon Investment GradeDefaultI nternalBNPP RatingLT Issuer/Unsecuredissuer ratingS&P/Fitch1+ AAA1 AA+1- AA2+ AA-2 A+/A2- A-3+/3/3- BBB+4+/4/4- BBB5+/5/5- BBB-6+ BB+6/6- BB7+/7 BB-7- B+8+/8/8- B9+/9/9- B-10+ CCC10 CC10- C11 D12 DThe Group has developed an indicative equivalence between theBank's intenal ratings and the long-term issuer ratings assigned bythe major rating agencies. The Bank has a much broader clientele thanjust those counterparties rated by an external agency. An indicativeequivalence is not relevant in retail banking. It is used when the internalratings are assigned or reviewed in order to identify any differencesbetween the Bank's assessment of a borrower's probability of defaultand that of one or more of the rating agencies. However, the internalratings do not aim to reproduce or even approximate the external ratings.There are significant variances in both directions within the portfolio.Some counterparties rated 6 or 7 by BNP Paribas could be consideredInvestment Grade by the rating agencies.52012 Registration document and annual financial report - BNP PARIBAS 249

5RISKSAND CAPITAL ADEQUACYCredit risk5Various quantitative and other methods are used to check ratingconsistency and the rating system’s robustness. Loans to privatecustomers and very small businesses are rated using statistical analysesof groups of risks with the same characteristics. GRM has overallresponsibility for the quality of the entire system. This responsibility isfulfilled by either defining the system directly, validating it or verifyingits performance. The teams responsible for verifying performance arenot the same as those who build the models. At BNP Paribas, a specialSteering Centre has been set up for this purpose.Loss Given Default is determined either using statistical models for bookswith the highest degree of granularity or using expert judgment basedon indicative values, in line with a process similar to the one used todetermine the counterparty rating for corporate books (1) . Loss GivenDefault is defined as the loss that the Bank would suffer in the event ofthe counterparty’s default in times of economic slowdown, as requiredby regulations.For each transaction, it is measured using the recovery rate for a seniorunsecured exposure to the counterparty concerned, adjusted for anyeffects related to the transaction structure (e.g. subordination) and for theeffects of any risk mitigation techniques (collateral and other security).Amounts recoverable against collateral and other security are estimatedeach year on a conservative basis and hair cuts are applied for realisingsecurity in a stressed environment.Various Credit Conversion Factors have been modelled by the Bank wherepermitted (i.e. excluding high-risk transactions where the conversionfactor is 100% and provided there was a detailed enough track record tobe statistically exploitable), either using historical internal default dataor other techniques when there is insufficient historical data. Conversionfactors are used to measure the off-balance sheet exposure at risk in theevent of borrower default. Unlike rating and recovery rate, this parameteris assigned automatically depending on the transaction type and is notdetermined by the Credit Committee.Each of the three credit risk parameters are backtested and probabilityof default benchmarked annually to check the system’s performance foreach of the Bank’s business segments. Backtesting consists of comparingestimated and actual results for each parameter. Benchmarking consistsof comparing the parameters estimated internally with those of externalorganisations.For the Corporate IRBA scope, all ratings, including default ratings 11 and12, for all counterparties to which the Bank has a credit risk exposure,have been recorded in a database since 2002. Likewise, Global RecoveryRates on defaulting exposures at a given time during the period arealso archived. Backtesting is performed on the basis of this informationfor each of the risk inputs, both globally and across the scope of eachrating method. These exercises aim to measure overall performance andthe performance of each rating method, and in particular, to verify themodel’s discriminatory power (i.e. the less well rated counterpartiesought to default more often than the better rated ones) as well as thepredictive, conservative nature of the inputs. For this purpose, actualGlobal Recovery Rates (GRR) and default rates are compared withestimated Global Recovery Rates and default rates for each rating.The “through the cycle” or “downturn” nature of the ratings and GRRsrespectively are also verified.This backtesting work revealed that actual default rates on IRBAcorporate scope are significantly lower than estimated default ratesacross the entire cycle (average annual default rate of 1.03% between2001 and 2011 compared with an estimated rate of 1.82%). An analysisof default rates during crisis periods shows that annual default ratesare always lower than estimated rates.Performance measurements are also carried out on sub-scopesof homogeneous asset classes. If the predictive power of a modeldeteriorates, it is recalibrated or redeveloped as appropriate. Thesechanges are submitted to the regulator for approval in line with theregulations.For benchmarking work on non- retail exposures, internal ratings arecompared with the external ratings of several agencies based on themapping between internal and external rating scales. Some 10% to15% of the Group’s corporate clients have an external rating and thebenchmarking studies reveal a conservative approach to internal ratings.Backtesting of Global Recovery Rates is based mainly on analysingrecovery flows on exposures in default. When an exposure has beenwritten off, each amount recovered is discounted back to the defaultdate and calculated as a percentage of the exposure. When an exposurehas not yet been written off, the amount of provisions taken is usedas a proxy for future recoveries. The recovery rate determined in thisway is then compared with the initially forecasted rate one year beforedefault occurred. As with ratings, recovery rates are analysed on anoverall basis and by rating policy and geographical area. Variances onan item by item and average basis are analysed taking into account thebimodal distribution of recovery rates. The results of these tests showthat the Group’s estimates are relevant in economic downturns and areconservative on an average basis. Benchmarking of recovery rates isbased on data pooling initiatives in which the Group takes part.The result of all backtesting and benchmarking work is presentedannually to the Chief Risk Officer and the Bank’s governing bodies. Theseresults and ensuing discussions are used to help set priorities in terms ofdeveloping methodology and deploying tools. Backtesting is also certifiedinternally by an independent team and the results sent to the ACP.Internal estimates of risk parameters are used in the Bank’s day-todaymanagement in line with regulation recommendations. Thus apartfrom calculating capital requirements, they are used for example whensetting delegated limits, granting new loans or reviewing existing loansto measure profitability, determine collective impairment and for internaland external reporting purposes.(1) Within the Group, the Corporate book includes institutions, corporates, specialised financing and sovereign states.2502012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5CREDIT RISK DIVERSIFICATION [Audited]The Group’s gross exposure to credit risk stands at EUR 1, 163 billion at31 December 2012, compared with EUR 1, 224 billion at 31 December 2011.This portfolio, which is analysed below in terms of its diversification,comprises all exposures to credit risk shown in table “Exposure to creditrisk by Basel asset class” excluding other non credit-obligation assets (1) .A dedicated chapter (chapter 5.5) describes banking book securitisationsexposures.No single counterparty gives rise to an excessive concentration of creditrisk, due to the size of the business and the high level industrial andgeographical diversification of the client base. The breakdown of creditrisks by industry and by region is presented in the tables below.GEOGRAPHIC DIVERSIFICATIONCountry risk is the sum of all exposures to obligors in the countryconcerned. It is not the same as sovereign risk, which is the sum of allexposures to the central government and its various branches. Countryrisk reflects the Bank’s exposure to a given economic and politicalenvironment, which are taken into consideration when assessingcounterparty quality.The geographic breakdown below is based on the country where thecounterparty conducts its principal business activities, without taking intoaccount the location of its head office. Accordingly, a French company’sexposure arising from a subsidiary or branch located in the UnitedKingdom is classified in the United Kingdom.➤ TABLE 11: GEOGRAPHIC BREAKDOWN OF CREDIT RISK BY COUNTERPARTY’S COUNTRY OF BUSINESSAT 31 DECEMBER 2012In millions of euros31 December 2012Centralgovernments andcentral banks Corporates Institutions Retail Total %Domestic markets 103,721 233,692 40,498 277,040 654,951 56%France 58,376 116,244 20,248 159,182 354,050 30%Belgium 28,128 42,978 8,069 60,722 139,897 12%Luxembourg 4,429 8,970 940 5,541 19,880 2%Italy 12,788 65,500 11,241 51,595 141,124 12%Other Europe 26,931 110,834 17,648 45,688 201,101 17%Africa & Mediterranean 7,931 38,006 5,964 13,054 64,955 6%Americas 37,972 91,907 16,282 26,534 172,695 15%Asia & Pacific 19,882 40,789 8,187 440 69,298 6%TOTAL 196,437 515,228 88,579 362,756 1,163,000 100%5(1) The scope covered includes loans and receivables due from customers, amounts due from credit institutions and central banks, the Group’s credit accounts with other creditinstitutions and central banks, financing and guarantee commitments given (excluding repos) and fixed-income securities in the banking book.2012 Registration document and annual financial report - BNP PARIBAS 251

5RISKSAND CAPITAL ADEQUACYCredit riskIn millions of euros31 December 2011Centralgovernments andcentral banks Corporates Institutions Retail Total %Domestic markets 87,107 248,988 47,374 284,412 667,881 55%France 38,190 118,093 26,972 166,135 349,390 29%Belgium 33,270 51,939 10,979 60,295 156,483 12%Luxembourg 2,018 10,420 1,909 5,523 19,870 2%Italy 13,629 68,536 7,514 52,459 142,138 12%Other Europe 27,264 127,488 19,580 48,157 222,489 18%Africa & Mediterranean 7,853 41,679 7,331 12,115 68,978 5%Americas 40,080 103,487 22,969 28,178 194,714 16%Asia & Pacific 14,312 44,737 10,352 362 69,763 6%TOTAL 176,616 566,379 107,606 373,224 1,223,825 100%The geographic breakdown of the portfolio’s exposure is balanced and globally stable. The Group maintains its predominantly European dimension at73% of total exposures ( unchanged compared with 31 December 2011). In Europe, F rench exposures were reinforced.INDUSTRY DIVERSIFICATION➤ TABLE 12: BREAKDOWN OF CREDIT RISK CORPORATE ASSET CLASS BY INDUSTRY AT 31 DECEMBER 2012531 December 2012 31 December 2011In millions of eurosExposition % Exposition %Agriculture, Food, Tobacco 25,325 5% 23,707 4%Insurance 8,810 2% 10,374 2%Chemicals excluding Pharmaceuticals 10,329 2% 11,271 2%Construction 27,771 5% 30,973 6%Retailers 23,159 5% 22,628 4%Energy Excluding Electricity 28,920 6% 36,345 6%Equipment excluding IT Electronic 27,532 5% 29,452 5%Finance 37,716 7% 40,819 7%Real estate 47,982 9% 51,274 9%IT & electronics 11,504 2% 11,930 2%Metal & mining 27,112 5% 29,849 5%Wholesale & trading 53,806 11% 62,008 11%Healthcare & Pharmaceuticals 9,191 2% 8,725 2%B to B services 52,784 10% 57,045 10%Communication services 11,949 2% 15,599 3%Transportation & logistics 35,484 7% 41,909 7%Utilities (electricity, gas, water, etc.) 30,705 6% 34,303 6%Other 45,150 9% 48,169 9%TOTAL 515,228 100% 566,379 100%2522012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5RISK- WEIGHTED ASSETS➤ TABLE N° 13: CREDIT RISK- WEIGHTED ASSETSRisk-weighted assets Credit riskIn millions of euros31 December 2012 31 December 2011 VariationCredit risk - IRBA approach 172,409 192,852 ( 20,443)Central governments and central banks 3,244 4,310 (1,066)Corporates 121,986 136,889 (14,903)Institutions 10,326 13,391 ( 3,065)Retail 36,749 38,127 (1,378)Real estate loans 10,772 10,311 461Revolving exposures 5,851 6,530 (679)Other exposures 20,126 21,286 (1,160)Other non credit-obligation assets 104 134 (30)Credit risk - Standardised approach 238,742 253,822 (15,080)Central governments and central banks 3,742 3,458 284Corporates 112,909 117,083 (4,174)Institutions 8,508 7,282 1,226Retail 80,589 82,922 ( 2,333)Real estate loans 26,276 26,818 (542)Revolving exposures 3,137 4,295 (1,158)Other exposures 51,176 51,810 (634)Other non credit-obligation assets 32,994 43,077 (10,083)TOTAL CREDIT RISK 411,151 446,674 (35,523)5The change in risk-weighted assets can be broken down into the followingeffects:■ currency effect: contribution of changes in foreign exchange rates;■ volume effect: contribution of changes in exposures (EAD);■ parameter effect: contribution of changes in risk parameter s;■ method effect: impact of the change in method of calculating capitalrequirement between two reporting dates (transition to advancedmodel or change of method at the supervisor’s request);■ scope effect: impact of a change in scope of consolidation.➤ TABLE N°14: CREDIT RISK- WEIGHTED ASSETS MOVEMENTS BY KEY DRIVERIn millions of eurosRisk- weighted assetsCredit risk31 DECEMBER 2011 446,674Currency effect ( 1,479)Volume effect ( 15,822)Parameter effect ( 336)Scope effect ( 12,154)Method effect ( 4,183)Other ( 1,549)Total variations ( 35,523)31 DECEMBER 2012 411,1512012 Registration document and annual financial report - BNP PARIBAS 253

5RISKSAND CAPITAL ADEQUACYCredit riskRisk-weighted credit exposures fell by EUR -36 billion, mainly as a resultof the deleveraging policy adopted by the Group ahead of the new CRD 4regulation. Most of the EUR 16 billion negative volume effect stemmedfrom CIB’s Corporate Banking activities, mainly due to the adjustmentplan pursued during the first nine months of 2012 (EUR 3 billion of assetsales and EUR 7 billion reduction in loan at origination). The disposalof Klépierre accounted for most of the scope effect and the residualinterest has been weighted as equity risk exposure. The method effectmainly stems from changes in approach used (transition to IRBA) notablyfollowing the legal merger of Banque de Bretagne with BNP Paribas SA.CREDIT RISK: I NTERNAL RATINGS BASED APPROACH (IRBA)5The internal rating system developed by the Group covers the entireBank. The IRBA, validated in December 2007, covers the Corporateand Investment Banking (CIB) portfolio, the French Retail Banking(FRB) portfolio, BNP Paribas Securities Services (BP2S), a part ofBNP Paribas Personal Finance as well as the entities of the subgroupsBNP Paribas Fortis and BGL BNP Paribas.CORPORATE MODEL [A udited]The IRBA for the Corporate book (i.e. institutions, corporates, specialisedfinancing and sovereigns) is based on a consistent rating procedurein which GRM has the final say regarding the rating assigned to thecounterparty and the Global Recovery Rate (GRR) assigned to transactions.Credit Conversion Factors (CCF) of off-balance sheet transactions areassigned according to counterparty and transaction type.The generic process for assigning a rating to each segment of theCorporate book is as follows:■ for corporates and structured financing, an analysis is carried out bythe unit proposing a rating and a Global Recovery Rate to the CreditCommittee, using the rating models and tools developed by GRM. Therating and Global Recovery Rate are validated or revised by the GRMrepresentative during the Credit Committee meeting. The committeedecides whether or not to grant or renew a loan and, if applicable,reviews the counterparty rating at least once a year;■ for banks, the analysis is carried out by analysts in the RiskManagement Function. Counterparty ratings and Global RecoveryRates are determined during review committees by geographical areato ensure comparability between similar banks;■ for sovereigns, the ratings are proposed by the Economic ResearchDepartment and approved at Country Committee meetings which takeplace several times a year. The committee comprises members ofExecutive Management, the Risk Management Department and theBusiness Lines;■ for medium-sized companies, a score is assigned by the business line’scredit analysts and GRM has the final say;■ for each of these sub-portfolios, the risk parameters are measuredusing a model certified and validated by the GRM teams, based mainlyon an analysis of the Bank’s historical data. The model is supportedas far as possible by tools available through a network to ensureconsistent use. However, expert judgment remains an indispensablefactor. Each rating and recovery rate is subject to an opinion whichmay differ from the results of the model, provided it can be justified.The method of measuring risk parameters is based on a set of commonprinciples, and particularly the “two pairs of eyes” principle whichrequires at least two people, at least one of whom has no commercialinvolvement, to give their opinion on each counterparty rating and eachtransaction Global Recovery Rate.The same definition of default is used consistently throughout the Groupfor each asset class. For local counterparties (SMEs, local authorities),this definition may be adapted slightly to meet any specific localregulatory requirements, particularly as regards the length of past-dueor the materiality threshold.The chart below shows a breakdown by credit rating of performing loansand commitments in the Corporate book (asset classes: corporates,central governments and central banks, institutions) for all the Group’sbusiness lines, measured using the Internal Ratings-Based Approach.This exposure represented EUR 587 billion of the gross credit risk at31 December 2012 compared with EUR 627 billion at 31 December 2011.The majority of commitments are towards borrowers rated as good orexcellent quality, reflecting the heavy weighting of large multinationalgroups and financial institutions in the Bank’s client base. A significantproportion of commitments to non-investment grade borrowers arehighly structured or secured by high quality guarantees implying ahigh recovery rate in the event of default. They include export financingcovered by export credit insurance written by international agencies,project finance, structured finance and transaction financing.2542012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5➤ FIGURE 4: BREAKDOWN OF IRBA CORPORATE (*) EXPOSURES BY CREDIT RATING% of exposure30%Excellent, good and average risksUnder credit watch25%31 December 2012 31 December 201120%15%10%5%0%Average PD atone year horizonat 31/12/2012Rating0.01% 0.03%1 20.08%30.17%40.37%51.01%62.99%76.60%811.51% 20.32%910(*) The Corporate book shown in the chart above includes central governments and central banks, corporates, and institutions.The breakdown of Corporate exposures in the IRBA scope remainedbroadly steady, with the exception of exposures rated 1, due to the sharpincrease in central bank deposits prompted by the global liquidity policy.CORPORATE PORTFOLIO BY CLASSAND INTERNAL RATINGThe tables below present the breakdown by internal rating of thecorporate loans and commitments (asset classes: central governmentsand central banks, corporate and institutions) for all the Group’s businesslines using the advanced IRB Approach. This exposure representedEUR 600 billion of the gross credit risk at 31 December 2012, includingEUR 587 billion of performing loans and 13 billion of non-performingloans, compared with EUR 643 billion at 31 December 2011, includingEUR 627 billion of performing loans and 15 billion of non-performingloans, and concerns CIB and business units French Retail Banking (FRB),Belgian Retail Banking, Luxembourg Retail and Corporate Banking aswell as BNP Paribas Securities Services (BP2S) within the InvestmentSolutions division.The tables also give the weighted averages of the main risk parametersin the Basel framework:■ average probability of default weighted by Exposure At Default: averagePD (1) ;■ weighted average of Credit Conversion Factor (CCF) for off-balancesheet items: average CCF (2) ;■ average Loss Given Default weighted by Exposure At Default: averageLGD (3) ;as well as the average risk weight: average RW (4) defined as the ratiobetween risk-weighted assets and Exposure At Default (EAD).The column “Expected loss” presents the expected loss at a one-yearhorizon.5(1) Average PD: “Probability of Default” - average probability of default weighted by Exposure At Default.(2) Average CCF: “Credit Conversion Factor” - ratio of the Exposure At Default divided by the off-balance sheet exposure.(3) Average LGD: “Loss Given Default” - average Loss Given Default weighted by Exposure At Default.(4) Average RW: “Risk Weight” - average risk weight.2012 Registration document and annual financial report - BNP PARIBAS 255

5RISKSAND CAPITAL ADEQUACYCredit risk➤ TABLE 15: BREAKDOWN OF IRBA CORPORATE EXPOSURES BY ASSET CLASS AND INTERNAL RATINGIn millions of eurosInternalratingAveragePDTotalexposureBalancesheetexposureOffbalancesheetexposureAverageoffbalancesheet CCFExposureat Default(EAD)AverageLGDAverageRW31 December 2012ExpectedLossRiskweightedassetsCentral governmentsand central banks 1 0.01% 141,432 140,884 548 75% 141,285 1% 0% 0 2702 0.02% 26,275 26,083 192 64% 26,206 1% 0% 0 983 0.08% 2,666 2,595 71 56% 2,635 14% 11% 0 2964 0.21% 2,678 1,306 1,372 55% 2,061 7% 7% 0 1545 0.47% 1,773 1,698 75 55% 1,739 27% 48% 3 8426 1.17% 743 628 115 56% 690 15% 39% 1 2687 3.48% 897 742 155 62% 838 11% 36% 3 2988 6.31% 720 517 203 58% 634 9% 35% 4 2259 12.91% 240 164 76 53% 204 59% 282% 16 57610 16.80% 163 125 38 67% 150 26% 145% 7 21711 100.00% 23 23 0 23 2% 26 012 100.00% 2 2 0 2 0% 1 0TOTAL 0.11% 177,612 174,767 2,845 60% 176,467 2% 2% 61 3,2445Institutions 1 0.03% 5,759 4,310 1,449 93% 5,656 25% 9% 0 5232 0.03% 30,969 22,861 8,108 72% 28,701 15% 5% 1 1,3673 0.08% 8,439 6,982 1,457 75% 8,067 26% 15% 2 1,2314 0.14% 5,497 4,033 1,464 49% 4,745 23% 21% 2 9795 0.39% 5,729 3,774 1,955 54% 4,823 25% 31% 4 1,5136 1.05% 1,982 1,460 522 52% 1,730 40% 76% 7 1,3157 2.76% 839 619 220 44% 715 41% 108% 8 7698 7.20% 853 591 262 34% 679 36% 124% 15 8409 11.46% 339 156 183 28% 208 38% 171% 9 35410 19.75% 530 129 401 50% 330 39% 205% 26 67811 100.00% 709 626 83 91% 701 107% 283 75412 100.00% 169 169 0 169 2% 71 3TOTAL 1.93% 61,814 45,710 16,104 67% 56,524 21% 18% 428 10,326Corporates 1 0.03% 11,651 5,397 6,254 56% 8,903 20% 6% 1 5182 0.04% 45,511 9,104 36,407 60% 30,882 35% 13% 4 3,9923 0.08% 49,519 15,642 33,877 58% 35,145 36% 22% 10 7,7894 0.17% 56,592 23,682 32,910 58% 42,910 32% 29% 23 12,4325 0.36% 56,978 31,443 25,535 56% 45,705 29% 39% 47 17,7136 1.01% 62,108 38,843 23,265 56% 51,753 25% 53% 129 27,6557 2.98% 42,390 28,184 14,206 53% 35,681 25% 73% 265 26,2028 6.58% 12,575 8,958 3,617 56% 10,978 24% 89% 171 9,8209 11.46% 5,580 4,350 1,230 58% 5,066 26% 125% 154 6,32110 20.47% 5,271 4,343 928 56% 4,805 29% 156% 270 7,48411 100.00% 8,816 7,799 1,017 64% 8,499 23% 3,417 1,95012 100.00% 3,251 3,077 174 94% 3,240 3% 2,543 110TOTAL 5.60% 360,242 180,822 179,420 57% 283,567 29% 43% 7,034 121,986TOTAL 3.32% 599,668 401,299 198,369 58% 516,558 19% 26% 7,523 135,5562562012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5In millions of eurosInternalratingAveragePDTotalexposureBalancesheetexposureOff-balancesheetexposureAverageoffbalancesheet CCFExposureatDefault(EAD)AverageLGDAverageRW31 December 2011ExpectedLossRiskweightedassetsCentralgovernments andcentral banks 1 0.01% 115,188 109,596 5,592 75% 112,751 2% 0% 0 2792 0.02% 26,255 25,537 718 69% 25,914 3% 1% 0 2753 0.09% 1,034 1,006 28 53% 1,024 19% 16% 0 1604 0.20% 4,318 2,720 1,598 55% 3,601 9% 8% 1 2915 0.40% 1,744 1,686 58 70% 1,825 36% 59% 3 1,0686 0.76% 1,017 744 273 56% 899 14% 28% 1 2497 2.85% 1,441 973 468 57% 1,241 5% 14% 2 1778 6.01% 668 428 240 63% 579 15% 56% 6 3259 12.96% 309 231 78 55% 272 40% 195% 14 52910 18.22% 12 7 5 50% 8 76% 427% 1 3511 100.00% 3,619 3,619 0 3,618 25% 1,946 922TOTAL 2.48% 155,605 146,547 9,058 69% 151,732 3% 3% 1,974 4,310Institutions 1 0.03% 12,546 9,648 2,898 84% 12,112 17% 6% 1 7062 0.05% 38,766 28,259 10,507 75% 36,191 17% 6% 2 2,1153 0.12% 10,033 5,828 4,205 71% 8,736 26% 15% 2 1,2784 0.16% 5,202 3,324 1,878 59% 4,402 34% 26% 2 1,1555 0.36% 4,600 3,181 1,419 59% 3,994 33% 39% 5 1,5726 1.13% 3,727 2,595 1,132 58% 3,256 32% 64% 12 2,0707 2.58% 1,870 1,455 415 54% 1,689 26% 74% 13 1,2538 6.65% 1,419 999 420 51% 1,221 25% 92% 21 1,1199 12.23% 848 399 449 51% 632 43% 210% 33 1,32810 18.92% 688 89 599 62% 467 32% 167% 28 77811 100.00% 566 483 83 96% 565 3% 171 1612 100.00% 310 310 0 312 0% 289 1TOTAL 1.71% 80,575 56,570 24,005 71% 73,577 21% 18% 579 13,391Corporates 1 0.03% 11,083 4,627 6,456 60% 8,525 19% 6% 0 5312 0.03% 53,904 13,245 40,659 60% 36,967 34% 13% 5 4,6603 0.08% 49,455 16,007 33,448 59% 35,052 37% 23% 10 7,9314 0.18% 63,907 26,893 37,014 58% 47,744 32% 29% 27 13,8715 0.36% 66,587 33,994 32,593 59% 51,162 31% 42% 57 21,4236 1.11% 72,534 42,264 30,270 61% 57,971 25% 54% 165 31,2097 2.93% 50,028 31,077 18,951 61% 41,118 25% 73% 300 30,0428 6.46% 18,111 13,125 4,986 59% 15,668 22% 84% 227 13,2199 11.72% 4,981 3,620 1,361 57% 4,332 26% 122% 129 5,27610 19.37% 5,103 3,936 1,167 74% 4,608 28% 153% 250 7,03411 100.00% 8,052 6,852 1,200 72% 7,863 21% 2,826 1,64912 100.00% 2,872 2,717 155 86% 2,856 2% 2,489 44TOTAL 4.87% 406,617 198,357 208,260 60% 313,866 29% 44% 6,485 136,889TOTAL 3.77% 642,797 401,474 241,323 61% 539,175 21% 29% 9,038 154,59052012 Registration document and annual financial report - BNP PARIBAS 257

5RISKSAND CAPITAL ADEQUACYCredit risk5Most of the Group’s central government and central bank counterpartiesare of very high credit quality and based in developed countries, meaningthat they have very good internal ratings and very low average LossGiven Default.The majority of the Group’s corporate commitments concernscounterparties of excellent or good quality, reflecting the large part ofmultinationals in BNP Paribas’ customer base. Others exposures aremainly structured transactions or transactions secured by high-qualityassets, reflected in their average LGD levels.RETAIL BANKING OPERATIONS [Audited]Retail banking operations are carried out by the BNP Paribas networkof branches in France and by various subsidiaries, particularly in Italy,Belgium and Luxembourg, as well as by BNP Paribas Personal Finance.The Standard Ratings Policy for Retail Operations (SRPRO) providesa framework allowing Group core businesses and Risk ManagementDepartments to assess, prioritise and monitor credit risks consistently.This policy is used for transactions presenting a high degree of granularity,small unit volumes and a standard risk profile. Borrowers are assignedscores in accordance with the policy, which sets out:■ standard internal ratings based principles, underlining the importanceof a watertight process and its ability to adapt to changes in the creditenvironment;■ principles for defining homogeneous pools of credit risk exposures;■ principles relative to credit models, particularly the need to developdiscriminating and understandable models, and to model or observerisk indicators downstream in order to calibrate exposures. Riskindicators must be quantified based on historical data covering aminimum period of five years, and in-depth, representative sampling.All models must be documented in detail.The majority of FRB’s retail borrowers are assigned a behavioural scorewhich serves as a basis to determine the probability of default and, foreach transaction, the Global Recovery Rate (GRR) and Exposure at Default(EAD). These parameters are calculated monthly on the basis of the latestavailable information. They are drilled down into different scores andmade available to the Commercial f unction, which has no involvementin determining risk parameters. These methods are used consistently forall retail banking customers.For the portion of the BNP Paribas Personal Finance book eligible forthe IRBA, the risk parameters are determined by the Risk ManagementDepartment on a statistical basis according to customer type andrelationship history.Scoring techniques are used to assign retail customers to risk groupspresenting the same default risk characteristics. This also applies tothe other credit risk inputs: Exposure at Default (EAD) and Loss GivenDefault (LGD).The chart below shows a breakdown by credit rating of performing loansand commitments in the retail book for all the Group’s business lines,measured using the internal ratings based approach.This exposure represented EUR 188 billion of the gross credit risk at31 December 2012, lightly decreased compared with 31 December 2011(EUR 192 billion).2582012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5➤ FIGURE 5: BREAKDOWN OF IRBA RETAIL EXPOSURES BY CREDIT RATING% of exposure25%Excellent, good and average risksUnder credit watch20%31 December 2012 31 December 201115%10%5%0%Average PDat one year0.06%horizon at 31/12/2012Rating 20.24%30.36%41.23%51.61%64.97%79.77%812.78%936,09%10Trends in probabilities of default in the retail banking book were affected in 2012 by the implementation of a different methodology for taking accountof regulatory adjustments required by the supervisor. However, these trends do not affect the book's risk-weighted assets. .RETAIL PORTFOLIO BY CLASSAND INTERNAL RATINGThe following table gives the breakdown by internal rating of the retailloans and commitments for all of the Group’s business lines using theadvanced IRB Approach. This exposure represented EUR 196 billion at31 December 2012, compared with EUR 200 billion at 31 December2011, and primarily concerns French Retail Banking (FRB), Belgian RetailBanking, Luxembourg Retail and Corporate Banking and consumer loansubsidiaries of BNP Paribas Personal Finance in Western Europe.52012 Registration document and annual financial report - BNP PARIBAS 259

5RISKSAND CAPITAL ADEQUACYCredit risk➤ TABLE 16: BREAKDOWN OF IRBA RETAIL EXPOSURES BY ASSET CLASS AND INTERNAL RATING5In millions of eurosInternalratingTotalexposureBalancesheetexposureOff-balancesheetexposureAverageoffbalancesheet CCFExposureat Default(EAD)AverageLGDAverageRW31 December 2012ExpectedLossRiskweightedassetsMortgages 2 29,562 28,699 863 91% 29,490 11% 2% 2 4453 17,620 17,219 401 96% 17,606 11% 4% 3 6614 20,014 19,501 513 101% 20,019 11% 6% 7 1,2235 14,372 13,883 489 100% 14,375 9% 15% 21 2,1776 8,160 7,850 310 99% 8,158 10% 19% 16 1,5127 4,334 4,239 95 101% 4,336 9% 33% 31 1,4348 2,481 2,433 48 107% 2,484 10% 42% 42 1,0479 1,671 1,637 34 100% 1,671 12% 61% 27 1,02210 1,296 1,279 17 100% 1,296 10% 47% 59 60511 955 950 5 99% 955 68% 50 64612 593 593 0 594 0% 17 0TOTAL 101,058 98,283 2,775 97% 100,984 11% 11% 275 10,772Revolving exposures 2 506 81 425 86% 2,046 52% 1% 0 293 1,208 104 1,104 78% 962 49% 3% 0 264 2,892 128 2,764 71% 2,086 44% 4% 1 825 3,963 83 3,880 57% 2,286 50% 10% 5 2256 4,254 1,538 2,716 47% 2,828 44% 20% 15 5807 2,109 814 1,295 45% 1,403 49% 44% 21 6228 2,665 1,869 796 60% 2,346 45% 71% 74 1,6719 801 667 134 107% 709 51% 110% 43 78310 1,085 963 122 86% 1,068 44% 127% 140 1,36111 1,035 1,006 29 37% 1,119 42% 772 47212 493 493 0 494 0% 203 021,011 7,746 13,265 72% 17,347 47% 34% 1,274 5,851Other exposures 2 8,576 7,307 1,269 93% 8,486 27% 4% 2 3513 4,603 3,866 737 89% 4,524 25% 7% 3 3364 10,048 8,725 1,323 96% 9,998 32% 14% 9 1,4105 11,045 9,639 1,406 98% 11,025 28% 21% 23 2,3146 13,211 12,017 1,194 106% 13,290 29% 31% 51 4,1537 9,057 8,311 746 107% 9,115 27% 40% 90 3,6618 6,181 5,837 344 125% 6,268 26% 42% 110 2,6619 2,980 2,853 127 99 % 3,019 32% 61% 119 1,85010 3,233 3,179 54 91 % 3,275 23% 56% 261 1,82411 2,881 2,847 34 63% 2,920 54% 1,611 1,56612 2,007 2,002 5 99% 2,075 0% 781 0TOTAL 73,822 66,583 7,239 102% 73,995 28% 27% 3,060 20,126TOTAL 195,891 172,611 23,279 84% 192,326 20% 19% 4,609 36,7492602012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5In millions of eurosInternalratingTotalexposureBalancesheetexposureOffbalancesheetexposureAverageoff-balancesheet CCFExposureat Default(EAD)AverageLGDAverageRWExpectedLoss31 December 2011RiskweightedassetsMortgages 2 21,961 21,178 783 90% 21,643 12% 1% 1 2743 13,263 12,842 421 96% 13,259 12% 3% 1 3344 16,946 16,431 515 97% 16,832 12% 5% 4 8355 15,791 15,058 733 99% 15,592 11% 11% 11 1,7826 13,001 12,711 290 96% 13,704 10% 21% 17 2,8767 5,431 5,363 68 97% 5,536 10% 30% 18 1,6848 1,837 1,781 56 98% 1,779 13% 50% 19 8829 1,238 1,219 19 99% 1,234 13% 68% 20 84310 892 881 11 100% 900 13% 67% 44 60111 161 159 2 100% 161 124% 16 20012 1,102 1,099 3 100% 1,096 0% 258 0TOTAL 91,623 88,722 2,901 95% 91,736 12% 11% 409 10,311Revolving exposures 2 1,611 103 1,508 47% 2,249 54% 1% 0 343 1,338 99 1,238 35% 828 50% 3% 0 234 2,124 150 1,974 40% 1,382 47% 5% 1 715 6,012 116 5,896 41% 2,695 52% 11% 6 2946 3,710 549 3,161 36% 1,995 48% 20% 10 3967 4,838 1,831 3,008 42% 3,159 42% 39% 42 1,2328 2,671 1,588 1,083 47% 2,130 44% 63% 56 1,3529 1,141 849 292 33% 974 49% 103% 54 1,00810 1,480 965 514 22% 1,086 49% 141% 174 1,52711 1,003 962 42 8% 1,166 51% 673 59312 469 469 0 469 0% 302 0TOTAL 26,397 7,681 18,716 40% 18,135 48% 36% 1,318 6,530Other exposures 1 5 5 0 5 21% 10% 0 12 8,301 6,924 1,377 91% 8,370 28% 3% 1 2913 4,035 2,923 1,112 91% 3,455 30% 7% 1 2324 10,057 8,542 1,515 90% 9,893 31% 13% 6 1,2935 12,914 10,657 2,257 97% 12,583 28% 22% 15 2,8236 13,831 12,364 1,467 87% 13,887 24% 27% 34 3,7867 14,134 12,996 1,138 93% 14,141 23% 35% 90 4,9238 7,613 7,136 477 89% 7,486 21% 37% 95 2,7439 3,087 2,935 152 89% 3,119 31% 60% 116 1,87010 2,796 2,717 79 98% 2,757 26% 63% 248 1,75011 2,772 2,737 35 100% 2,955 53% 1,569 1,57412 2,005 1,995 10 100% 2,063 0% 1,231 0TOTAL 81,550 71,931 9,619 92% 80,714 26% 26% 3,406 21,286TOTAL 199,570 168,334 31,236 61% 190,586 21% 20% 5,133 38,12752012 Registration document and annual financial report - BNP PARIBAS 261

5RISKSAND CAPITAL ADEQUACYCredit riskMost of the mortgage exposures concern the French Retail Bankingbusiness, Belgian Retail Banking, Luxembourg Retail Banking andBNP Paribas Personal Finance. Mortgages are issued according to strictand well-defined procedures. The low average Loss Given Default levelreflects the guarantees put in place when the mortgages were granted.Most of the revolving exposures and other exposures relate to consumerloans subsidiaries that have a wide range of customers in terms of creditquality and a lower level of guarantees.For the scope under the IRB Approach, the Group believes that publishinga comparison between Expected Losses (EL) at one year and realised costof risk (as requested by article 384-4 i. of the Regulation) is not relevantfor the following reasons:■ risk parameters used to calculate Expected Loss (EL) at a one-yearhorizon according to Basel committee principles, displayed in theprevious tables, are statistical estimates through the cycle;■ realised losses, on the other hand, refer to the past period, thereforeat a particular point in time.CREDIT RISK: STANDARDISED APPROACHFor exposures in the standardised approach, BNP Paribas uses theexternal ratings assigned by Standard & Poor’s, Moody’s and FitchRatings. These ratings are mapped into equivalent credit quality levels asrequired by the regulation framework in accordance with the instructionsissued by the French banking supervisor (Autorité de Contrôle Prudentiel).➤ FIGURE 6: BREAKDOWN OF CORPORATE (*) EXPOSUREBY WEIGHTING IN THE STANDARDISED APPROACH% of exposure5When there is no directly applicable external rating, the issuer’s seniorunsecured rating may, if available, be obtained from external databasesand used for risk-weighting purposes in some cases.At 31 December 2012 standardised approach exposure represents 32%of the BNP Paribas Group’s total gross exposures, compared with 30%at 31 December 2011. The main entities that used the standardisedapproach at 31 December 2012 are BNL, BancWest, BNP Paribas PersonalFinance (consumer finance outside Western Europe and all mortgagelending), BNP Paribas Leasing Solutions (BPLS), TEB and others emergingcountry subsidiaries, private banking entities, and Banque de la Postein Belgium.80%70%60%50%40%31 December 2012 31 December 201120%CORPORATE PORTFOLIO [A udited]The opposite chart shows a breakdown by credit rating of performingloans and commitments in the Corporate book (exposure classes:corporates, central governments and central banks, institutions) for allthe Group’s business lines, measured using the standardised approach.This exposure represented EUR 188 billion of the gross credit risk at31 December 2012 compared with EUR 197 billion at 31 December 2011.10%0%[0;10%] ]10;20%]]20;50%]]50;100%](*) The Corporate book shown in the chart above includes centralgovernments and central banks, institutions and corporates.> 100%2622012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5RETAIL PORTFOLIO [Audited]The total exposure of retail loans and commitments for all of the Group’sbusiness lines using the standard approach represented EUR 167 billionat 31 December 2012, compared with EUR 174 billion at 31 December2011.TOTAL PORTFOLIOThe following table gives the breakdown by counterparty credit ratingof the loans and commitments for all the Group business lines using thestandardised approach. This exposure represented EUR 367 billion of thegross credit risk at 31 December 2012, compared with EUR 381 billionat 31 December 2011.➤ TABLE 17: CREDIT RISK EXPOSURE BY CLASS AND EXTERNAL RATING IN THE STANDARDISED APPROACHrating (*) In millions of eurosexposure (**) Default (EAD) assets (RWA) exposure (**) Default (EAD) assets (RWA)31 December 2012 31 December 2011ExternalGross Exposure at Risk-weightedGross Exposure at Risk-weightedCentral governments andcentral banks AAA to AA- 11,227 11,216 13 12,533 12,503 58A+ to A- 746 746 38 2,707 2,675 66BBB+ to BBB- 1,823 1,753 508 933 919 451BB+ to BB- 2,628 2,626 1,133 2,591 2,587 835B+ to B- 898 888 888 1,221 1,206 1,206No externalrating 1,503 1,486 1,162 1,026 1,014 842TOTAL 18,825 18,715 3,742 21,011 20,904 3,458Institutions AAA to AA- 13,723 12,960 1,590 16,821 15,890 2,292A+ to A- 240 211 100 6,504 6,037 2,566BBB+ to BBB- 9,424 7,279 4,956 537 463 438BB+ to BB- 975 801 801 811 621 621B+ to B- 269 245 176 361 314 315CCC+ to D 6 5 8 7 6 8No externalrating 2,128 1,996 877 1,990 1,822 1,042TOTAL 26,765 23,497 8,508 27,031 25,153 7,282Corporates AAA to AA- 80 79 16 200 184 37A+ to A- 1,875 1,295 648 3,217 2,669 1,332BBB+ to BBB- 2,498 1,736 1,709 791 632 628BB+ to BB- 337 213 212 427 321 314B+ to B- 308 252 378 113 76 114CCC+ to D 17 14 20 1 1 1No externalrating 149,871 113,043 109,926 155,013 118,789 114,657TOTAL 154,986 116,632 112,909 159,762 122,672 117,083RetailNo externalrating 166,865 142,534 80,589 173,654 147,635 82,922TOTAL 166,865 142,534 80,589 173,654 147,635 82,922TOTAL 367,440 301,378 205,748 381,458 316,364 210,745(*) According to Standard and Poor’s.(**) Balance sheet and off-balance sheet.5The downgrading of some eurozone countries, particularly Italy, has ledto a shift from the two best categories to the third for the Institutionsexposure class.Group entities that use the standardised approach to calculate theircapital requirement typically have a business model focused primarilyon individuals or SMEs or are located in a region of the world with anunderdeveloped credit rating system (Turkey, Ukraine, Middle East, etc.).As a result, most of corporate counterparties do not have an externalrating under the standardised approach.2012 Registration document and annual financial report - BNP PARIBAS 263

5RISKSAND CAPITAL ADEQUACYCredit riskEXPOSURE IN DEFAULT, PROVISIONS AND COST OF RISK➤ TABLE 18: LOANS WITH PAST-DUE INSTALMENTS, WHETHER IMPAIRED OR NOT, AND RELATED COLLATERALOR OTHER SECURITY(See note 5 to the Financial Statements: Notes to the balance sheet at 31 December 2012.)➤ TABLE 19: EXPOSURE IN DEFAULT BY GEOGRAPHIC BREAKDOWN31 December 20125In millions of eurosGrossexposureExposure in default (*)Standardisedapproach IRBA approach TotalSpecificprovisionsDomestic markets 654,951 18,036 11,592 29,628 14,450France 354,050 3,485 7,175 10,660 5,496Belgium 139,897 128 3,449 3,577 1,410Luxembourg 19,880 26 705 731 300Italy 141,124 14,397 263 14,660 7,244Other Europe 201,101 3,318 4,768 8,086 4,812United Kingdom 42,706 118 1,110 1,228 694Netherlands 30,673 92 45 137 69Other West European countries 98,068 1,524 2,851 4,375 2,462Central Eastern Europe 29,654 1,584 762 2,346 1,587Africa & M editerranean 64,955 1,322 1,879 3,201 1,872Turkey 24,570 261 2 263 171Mediterranean 18,210 530 183 713 480Gulf States & Africa 22,175 531 1,694 2,225 1,221Americas 172,695 663 2,200 2,863 1,162North America 156,193 482 1,926 2,408 843Latin America 16,502 181 274 455 319Asia & Pacific 69,298 110 495 605 242Japan & Australia 22,415 2 257 259 141Emerging Asian countries 46,883 108 238 346 101TOTAL 1,163,000 23,449 20,934 44,383 22,538(*) Gross exposure (balance sheet and off-balance sheet) before collateral and other security .2642012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk531 December 2011In millions of eurosGrossexposureExposure in default (*)Standardisedapproach IRBA approach TotalSpecificprovisionsDomestic markets 667,881 16,196 10,480 26,676 13,514France 349,390 3,888 6,387 10,275 5,650Belgium 156,483 121 3,457 3,578 1,410Luxembourg 19,870 29 490 519 286Italy 142,138 12,158 146 12,304 6,168Other Europe 222,489 3,322 8,864 12,186 7,111United Kingdom 40,075 78 1,352 1,430 805Netherlands 35,519 89 129 218 106Other West European countries 114,150 1,471 6,727 8,198 4,613Central Eastern Europe 32,745 1,684 656 2,340 1,587Africa & M editerranean 68,978 1,388 1,437 2,825 1,474Turkey 21,084 282 2 284 195Mediterranean 18,830 617 217 834 515Gulf States & Africa 29,064 489 1,218 1,707 764Americas 194,714 1,209 1,878 3,087 1,172North America 172,137 1,007 1,526 2,533 789Latin America 22,577 202 352 554 383Asia & Pacific 69,763 93 272 365 141Japan & Australia 19,327 2 72 74 40Emerging Asian countries 50,436 91 200 291 101TOTAL 1,223,825 22,208 22,931 45,139 23,412(*) Gross exposure (balance sheet and off-balance sheet) before collateral or other security.52012 Registration document and annual financial report - BNP PARIBAS 265

5RISKSAND CAPITAL ADEQUACYCredit risk➤ TABLE 20: EXPOSURES IN DEFAULT, PROVISIONS , AND COST OF RISK BY BASEL ASSET CLASSThe cost of risk in the table below relates to credit risk only and does not include impairments of counterparty risk on market financial instruments.(See note 2.f to the Financial Statements, Cost of risk.) Elements pertaining to banking book securitisations exposures are presented in section 5.5.In millions of eurosGrossexposureStandardisedapproachExposure in default (*)TotalSpecificprovisionsCollectiveprovisions31 December 2012Cost of riskCentral governments andcentral banks 196,437 27 24 51 63Corporates 515,228 11,621 12,068 23,689 11,963Institutions 88,579 367 878 1,245 618Retail 362,756 11,434 7,964 19,398 9,894TOTAL 1,163,000 23,449 20,934 44,383 22,538 4,336 ( 3,895)IRBA31 December 20115In millions of eurosGrossexposureStandardisedapproachExposure in default (*)IRBATotalSpecificprovisionsCollectiveprovisionsCost of riskCentral governments andcentral banks 176,616 79 3,619 3,698 1,972Corporates 566,379 10,398 10,923 21,321 10,537Institutions 107,606 470 876 1,346 708Retail 373,224 11,261 7,513 18,774 10,195TOTAL 1,223,825 22,208 22,931 45,139 23,412 4,660 ( 6,767)(*) Gross exposure (balance sheet and off-balance sheet) before collateral or other security.➤ TABLE 21: UNIMPAIRED EXPOSURES WITH PAST DUE INSTALMENTS BY BASEL ASSET CLASS AND CALCULATIONAPPROACHIn millions of eurosUp to 90 daysBetween 90days and 180days31 December 2012Maturities of unimpaired past-due loans (*)Between 180days and1 yearMore than1 year TotalCentral governments and central banks 31 0 0 2 33Corporates 5,783 59 19 46 5,907Institutions 380 0 0 0 380Retail 4,779 159 5 6 4,949TOTAL STANDARDISED APPROACH 10,973 218 24 54 11,269Central governments and central banks 135 5 0 2 142Corporates 1,538 343 20 20 1,921Institutions 59 20 0 0 79Retail 3,109 39 1 3 3,152TOTAL IRB APPROACH 4,841 407 21 25 5,294TOTAL PRUDENTIAL SCOPE 15,814 625 45 79 16,563(*) Based on FINREP, gross exposure (balance sheet) before edlateral or other security.2662012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCredit risk5In millions of eurosUp to 90 daysBetween 90days and 180days31 December 2011Maturities of unimpaired past-due loans (*)Between 180days and1 yearMore than1 year TotalCentral governments and central banks 53 14 2 3 72Corporates 5,665 307 20 6 5,998Institutions 253 0 253Retail 6,400 182 2 4 6,588TOTAL STANDARDISED APPROACH 12,371 503 24 13 12,911Central governments and central banks 208 163 3 13 387Corporates 1,552 0 87 17 1,656Institutions 133 0 133Retail 2,780 36 5 1 2,822TOTAL IRB APPROACH 4,673 199 95 31 4,998TOTAL PRUDENTIAL SCOPE 17,044 702 119 44 17,909(*) Based on FINREP, gross exposure (balance sheet) before collateral or other security.CREDIT RISK MITIGATION TECHNIQUES5Credit risk mitigants (CRM) are taken into account according to theBasel 2 rules. In particular, their effect is assessed under conditionscharacteristic of an economic downturn. The CRM fall into two maincategories.Guarantees on the one hand, and collateral on the other hand.■ A guarantee (surety) is the commitment by a third party to replace theprimary obligor in the event of default. By extension, credit insuranceand credit derivatives (purchased protection) fall into this category;■ Collateral pledged to the Bank are used to secure timely performanceof a borrower’s financial obligations.For the scope under the IRB Approach, guarantees and collaterals aretaken into account, provided they are eligible, by decreasing the LossGiven Default (LGD) parameter that applies to the transactions of thebanking book.For the scope under the standardised approach, guarantees are takeninto account, provided they are eligible, by applying the more favourablerisk weight of the guarantor to a portion of the secured exposure adjustedfor currency and maturity mismatches. Collateral is taken into accountas a decrease in the exposure, after adjustment for any currency andmaturity mismatches.Guarantors are subject to the same rigorous credit risk assessmentprocess as primary obligors.The assessment of credit risk mitigating effect follows a methodology thatis approved for each activity and is used throughout the Group. In theCIB division, risk mitigation effects take account of possible correlationbetween the guarantor and the borrower (for example, whether theybelong to the same industry sector). Credit committees must approvethe mitigation effects attributed to each loan at inception and at eachsubsequent annual review.Collateral is divided into two categories: financial collateral and othercollateral:■ financial collateral consists of cash amounts (including gold), equities(listed or unlisted) and bonds;■ other collateral can take the form of real estate mortgage, pledge onvessel or aircraft, pledge on stock, assignment of contracts or anyother right with respect to an asset of the obligor.To be eligible, collaterals must fulfil the following conditions:■ the value of the collateral must not be highly correlated with the riskon the obligor (in particular, shares of the obligor are not eligible);■ the pledge must be documented;■ the Bank must be able to assess the value of the collateral securityunder economic downturn conditions;■ the Bank must have reasonable comfort in the potential appropriationand realisation of the asset concerned.2012 Registration document and annual financial report - BNP PARIBAS 267

5RISKSAND CAPITAL ADEQUACYCredit riskIn the CIB division, each collateral is evaluated using appropriatetechniques, and the mitigating effect is evaluated individually for eachcase.As part of its role of optimising credit risk management for CorporateInvestment Banking (CIB), Resource & Portfolio Management sets uphedges using credit derivatives, and mainly credit default swaps (CDS).These CDS are used as part of an active management policy, the mainaim being to hedge migration and concentration risks and manage majorexposures. The underlying assets are loans made to large corporates byCIB Corporate Banking, and occasionally those made by Retail Banking.CDS hedges are treated as guarantees and fall within the IRBA approach.Provided they are eligible, they have the effect of decreasing theestimated Loss Given Default (or enhancing the Global Recovery Rate)for the underlying asset and, therefore, reducing its consumption in termsof risk-weighted assets.In the Retail Banking business, the presence or absence of a particulartype of collateral may, depending on the coverage ratio, lead to assigningthe exposure to particular LGD class on a statistical basis.Guarantees are granted by the obligor’s parent company or by otherentities such as financial institutions. Other examples of guarantees arecredit derivatives, guarantees from public or private insurers.A guarantee cannot be eligible to improve the risk parameters of atransaction unless the guarantor is rated better than the counterparty,and the guarantor is subject to same requirements as the primary debtorin terms of prior credit analysis.In accordance with general rating policy, collateral and guarantees aretaken into account at their economic value and are only accepted as theprincipal source of repayment by exception. In the context of commoditiesfinancing, for example, the repayment capacity of the obligor must beassessed on the basis of its operating cash flow.The economic value of the collateralised assets must be assessed withgreat objectivity and the Bank has to document it. It may be a marketvalue, a value appraised by an expert, a book value. The economic value isthe current value at the date of appraisal and not a value on default date.Lastly, Group procedures require a re-evaluation of collaterals at leastannually for the CIB perimeter.➤ TABLE 22: IRB APPROACH – CORPORATE PORTFOLIOThe following table gives for the Corporate portfolio the breakdown by Basel asset class of the risk mitigation resulting from collateral and guaranteesrelating to the portfolio of loans and credit commitments for all the Group’s business lines using the advanced IRB Approach.5In millions of eurosTotalexposureGuaranteesand creditderivativesCollateral31 December 2012 31 December 2011 (*)Risk mitigationTotalguaranteesandcollateralsTotalexposureGuaranteesand creditderivativesCollateralRisk mitigationTotalguaranteesandcollateralsCentral governmentsand central banks 177,612 4,695 240 4,935 155,605 5,427 393 5,820Corporates 360,242 60,875 55,744 116,619 406,617 73,904 68,470 142,374Institutions 61,814 4,021 899 4,920 80,575 6,161 3,102 9,263TOTAL 599,668 69,591 56,883 126,474 642,797 85,492 71,965 157,457(*) Adjusted amounts compared with pillar 3 published at 31 December 2011.2682012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYSecuritisation in the banking book5➤ TABLE 23: STANDARDISED APPROACH – CORPORATE PORTFOLIOThe following table gives for the Corporate portfolio the breakdown by Basel asset class of the risk mitigation resulting from collateral and guaranteesrelating to the portfolio of loans and credit commitments for all the Group’s business lines using the standardised approach.In millions of eurosTotalexposureGuaranteesand creditderivativesCollateral31 December 2012 31 December 2011Risk mitigationTotalguaranteesandcollateralsTotalexposureGuaranteesand creditderivativesCollateralRisk mitigationTotalguaranteesandcollateralsCentral governmentsand central banks 18,825 0 7 7 21,011 401 7 409Corporates 154,986 821 5,673 6,494 159,762 1,653 6,528 8,181Institutions 26,765 4,933 8 4,942 27,031 4,816 8 4,824TOTAL 200,575 5,754 5,688 11,442 207,804 6,870 6,543 13,4135.5 Securitisation in the banking book5The BNP Paribas Group is involved in securitisation transactions asoriginator, sponsor and investor as defined by Basel 2.5.The securitisation transactions described below are those defined inthe CRD (Capital Requirement Directive) and described in Title V of theDecree of 20 February 2007. They are transactions in which the creditrisk inherent in a pool of exposures is divided into tranches. The mainfeatures of these securitisation transactions are:■ there is a significant transfer of risk;■ payments made depend upon the performance of the underlyingexposures;■ subordination of the tranches as defined by the transaction determinesthe distribution of losses during the risk transfer period.As required by the CRD, assets securitised as part of proprietarysecuritisation transactions that meet Basel eligibility criteria, particularlyin terms of significant risk transfer, are excluded from the regulatorycapital calculation. Only BNP Paribas’ positions in the securitisationvehicle, and any commitment subsequently granted to the securitisationvehicle, are included in the capital requirement calculation using theexternal ratings based approach.Proprietary securitisation exposures that do not meet the Basel eligibilitycriteria remain in the portfolio to which they were initially assigned. Thecapital requirement is calculated as if they had not been securitised andis included in the section on credit risk.Consequently, the securitisation transactions discussed below only coverthose originated by the Group deemed to be efficient under Basel 2.5,those arranged by the Group in which it has retained positions, and thoseoriginated by other parties to which the Group has subscribed.2012 Registration document and annual financial report - BNP PARIBAS 269

5RISKSAND CAPITAL ADEQUACYSecuritisation in the banking bookACCOUNTING METHODS [A udited]5(See note 1.d to the Financial Statements – Summary of significantaccounting policies applied by the Group.)Proceeds from the sale of securitisation positions are recognised inaccordance with rules for the category of origin of positions sold.Therefore, for positions classified as loans and receivables and asavailable-for-sale assets, proceeds from asset sales are deducted fromcost of risk in an amount equal to the net amount previously recognised.Any remaining amount is recognised as net gains on available-for-saleassets and other financial assets not stated at fair value.For positions classified at fair value through profit or loss, proceedsfrom asset sales are recognised as net gains on financial instrumentsmeasured at fair value through profit or loss.1) Securitisation positions classifi ed as “Loans and receivables” aremeasured according to the amortised cost method as described innote 1.c.1 to the financial statements. The effective interest rate usedto recognise interest income is measured on the basis of an expectedcash flow model.For assets that have been transferred from another accounting category(see note 1.c.6), upward revisions of recoverable estimated flows arerecognised as an adjustment to the effective interest rate as of thedate the estimate is changed. Downward revisions are reflected by anadjustment in the carrying value. The same applies to all revisions ofrecoverable estimated flows of assets not transferred from anotheraccounting category. Impairment losses are recognised on these assetsin accordance with the principles set out in note 1.c.5 concerning Loansand Receivables.2) Securitisation positions classified on an accounting basis as availablefor-saleassets are measured at their fair value (see note 1.c.3 and1.c.10). Any changes to this amount, excluding accrued income, arepresented in a specific sub-section of equity. On the sale of thesesecurities, these unrealised gains or losses previously recognised asequity are recognised in the income statement. The same applies toimpairment losses. The fair value is determined in accordance withthe principles set out in note 1.c.10.Assets pending securitisation are recognised in the “loans and receivables”category and in the prudential banking portfolio in the case of exposuresresulting from the bank’s balance sheet, for which the bank will beoriginator in the future securitisation within the meaning of Basel 2.Meanwhile, assets pending securitisation are recognised in the “fair valuethrough profit or loss” category and in the prudential banking portfolioin the case of exposures purchased and put into warehousing, for whichthe bank will be arranger in the future securitisation within the meaningof regulation.SECURITISATION RISK MANAGEMENT [A udited]The monitoring of the securitised assets includes Credit, Market andLiquidity Risk on the underlying assets, and Counterparty Risk on hedgecounterparties of unfunded protections.PROCEDURE FOR CREDIT RISK ONSECURITISED ASSETSApproval of securitisation assets outside of the trading book are subjectto specific Securitisation Credit Committees. For new transactions apre-screening may be called prior to the committee in order to identifyareas of further analysis to be performed. All approvals are subject toan annual review. Exposures are monitored daily against the limits setby the relevant Securitisation Credit Committees.The performance of the underlying assets is closely monitored by regionand by collateral type and securitisation positions may be added to theWatchlist and Doubtful list should the credit quality of their collateraldeteriorate. Such positions are then subject to the Asset SecuritisationWatchlist and Doubtful process, which requires review at least twicea year in addition to the regular Securitisation Credit Committees. Theprocess is held quarterly for assets where BNP Paribas is investor. Ifa shortfall of assets relative to liabilities seems plausible under likelyscenarios, then impairments are taken.Re-securitisation originated by BNP Paribas are subject first to specificTransaction Approval Committees. The resulting assets are subsequentlymonitored under the Securitisation processes described above.REPORTINGPositions are closely monitored by asset type, seniority and in termsof rating migration. The distance between the Net Book Value afterprovisions and the Fair Value (Level 2) is also monitored, and reportedon a quarterly basis.2702012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYSecuritisation in the banking book5MARKET RISKS WITHIN THE BANKINGBOOKOn fixed rate ABS positions, a macro hedge consisted of fixed/variable rateswaps was put in place to cover interest rate risk. The hedge is recordedin accordance with the rules of accounting for hedges.LIQUIDITY RISKThe funding of securitised assets is secured by ALM Department, on thebasis of their weighted average lifetime.COUNTERPARTY RISKDerivatives on unfunded ABS positions are captured as DerivativesCounterparty exposures to the hedge counterparties. The Counterpartyrisk on hedge counterparties is monitored within the regular derivativecounterparty framework.BNP PARIBAS SECURITISATION ACTIVITY [Audited]The Group’s activities in each of its roles as originator, sponsor and investor, are described below:➤ TABLE 24: SECURITISED EXPOSURES AND SECURITISATION POSITIONS (HELD OR ACQUIRED) BY ROLEIn millions of euros 31 December 2012 31 December 2011BNP Paribas roleSecuritisedexposuresoriginated byBNP Paribas (*)Securitisationpositions held oracquired (EAD) (**)Securitisedexposuresoriginated byBNP Paribas (*)Securitisationpositions held oracquired (EAD) (**)Originator 11,669 2,227 13,332 3,086Sponsor 384 12,731 251 16,544Investor 0 17,651 0 25,535TOTAL 12,053 32,609 13,583 45,165(*) Securitised exposures originated by the Group correspond to the underlying exposures recognised on the Group’s balance sheet which have beensecuritised.(**) Securitisation positions correspond to tranches retained in securitisation transactions originated or arranged by the Group, tranches acquiredby the Group in securitisation transactions arranged by other parties, and facilities granted to securitisation transactions originated by other parties.5Securitisation positions retained or acquired by the Group has beenreduced by -EUR 12.6 billion in 2012, mainly due to the exercise by issuersof early redemption options (-EUR 5.5 billion), portfolio amortisation(-EUR 2.5 billion) or end of positions (-EUR 5.8 billion).2012 Registration document and annual financial report - BNP PARIBAS 271

5RISKSAND CAPITAL ADEQUACYSecuritisation in the banking book5PROPRIETARY SECURITISATION(ORIGINATOR UNDER BASEL 2.5)Exposures retained in securitisation positions originated by BNP Paribasamounted to EUR 2.2 billion at 31 December 2012, including EUR 1.5 billionin positions in efficient securitisation vehicles and EUR 0.7 billion in thededicated SPV, Royal Park Investment.As part of the day-to-day management of liquidity, the Group’s least liquidassets may be swiftly transformed into liquid assets by securitising loans(mortgages and consumer loans) granted to retail banking customers,as well as loans granted to corporate customers. Only six transactions,representing a total securitised exposure of EUR 3.2 billion, are efficientunder Basel 2.5 due to significant risk transfer, and are included in thetable above. Securitisation positions retained in these transactionsamounted to EUR 1.5 billion at 31 December 2012, stable comparedwith 31 December 2011.In addition, when BNP Paribas acquired the Fortis Group entities, theriskiest portion of their structured asset portfolio was sold to a dedicatedSPV, Royal Park Investment. Its securitised exposures at 31 December2012 amounted to EUR 8.3 billion, versus EUR 9.1 billion at 31 December2011. The Group retained EUR 0.7 billion in securitisation positions in theSPV at 31 December 2012 compared with EUR 1.4 billion at 31 December2011, including EUR 0.2 billion of the equity tranche and EUR 0.5 billionof financing corresponding to a senior tranche (the super senior trancheof EUR 0.6 billion was repaid during the year).During 2012, two securitisation transactions were carried out byBNP Paribas Personal Finance: securitised customer assets totalledEUR 1.1 billion, with EUR 0.9 billion of notes issues on the markets.These two transactions have no reducing effect on the calculation ofregulatory capital because they do not give rise to any significant risktransfer. The relevant exposures are therefore included in the section oncredit risk (see section 5.4).35 transactions, totalling a securitised exposure (Group BNP Paribas’share) of EUR 60.4 billion, were outstanding at 31 December 2012. Theyinclude EUR 18.8 billion for BNP Paribas Personal Finance, EUR 0.2 billionfor Leasing Solutions, EUR 5.9 billion for BNL, EUR 34.5 billion forBNP Paribas Fortis and EUR 1 billion for French Retail Banking. As thesetransactions are inefficient under Basel rules, the exposures are includedin customer loans.SECURITISATION AS SPONSOR ON BEHALFOF CLIENTSCIB Fixed Income carries out securitisation programmes on behalfof its customers. Under these programmes, liquidity facilities and,where appropriate, guarantees are granted to special purpose entities.These entities over which the Group does not exercise control are notconsolidated. Commitments and positions retained or acquired byBNP Paribas on securitisations as sponsor on behalf of clients, rise toEUR 12.7 billion at 31 December 2012, of which 384 million correspondto originated exposures. They are distributed such as below.Short-term refinancingAt 31 December 2012, three non-consolidated multiseller conduits(Starbird, J Bird and Matchpoint) were managed by the Group onbehalf of customers. These entities are refinanced on the local shorttermcommercial paper market. Liquidity facilities granted to the threeconduits amounted to EUR 7.2 billion at 31 December 2012, comparedto EUR 9.7 billion at 31 December 2011.BNP Paribas Fortis has also granted liquidity facilities to the Scaldismultiseller conduit, totalling EUR 3.3 billion at 31 December 2012compared with EUR 4.7 billion at 31 December 2011.Medium/long-term refinancingIn Europe and Northern America, the BNP Paribas Group’s structuringplatform remained active in providing securitisation solutions to itsclients, based on products adapted to current conditions in terms of riskand liquidity. “Technical” liquidity facilities, designed to cover maturitymismatches are also granted, where appropriate, to non consolidatedfunds, arranged by the Group for receiving securitised customer assets.The total of these facilities, including the few residual positions retained,amounted to EUR 1.9 billion at 31 December 2012, unchanged comparedwith 31 December 2011.During 2012, BNP Paribas continued to manage CLO (Collateralized LoanObligation) conduits for third-party investors. Securitisation positionsretained amounted to EUR 24 million as at 31 December 2012, unchangedcompared with 31 December 2011.2722012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYSecuritisation in the banking book5SECURITISATION AS INVESTORThe BNP Paribas Group’s securitisation business as an investor (withinthe meaning of the regulations) fell sharply from EUR 25.5 billion at31 December 2011 to EUR 17.7 billion at 31 December 2012, mainly dueto the exercise of calls on the BNP Paribas Fortis portfolio. This businessis mainly carried out by CIB, Investment Solutions and BancWest. It alsoincludes positions held by BNP Paribas Fortis.CIB Fixed Income is responsible for monitoring and managing anABS portfolio (Asset Backed Securities), which represented a total ofEUR 2.7 billion at 31 December 2012 compared with EUR 2.9 billion at31 December 2011. Fixed Income also manages liquidity facilities grantedby banking syndicates to ABCP (Asset Backed Commercial Paper) conduitsmanaged by a number of major international industrial groups that areBNP Paribas clients representing a total of EUR 0.3 billion at 31 December2012, compared with EUR 0.6 billion at 31 December 2011.In addition, Fixed Income also houses Negative Basis Trade (NBT) positionsrepresenting an exposure at default of EUR 4.5 billion, compared withEUR 5.2 billion at 31 December 2011.CIB Resource & Portfolio Management (RPM) also managed securitisationprogrammes as an investor in 2012, The exposure of the RPM-managedportfolio has become very low following the arrival to the maturity ofseveral programs (EUR 0.04 billion at 31 December 2012, compared withEUR 0.5 billion at 31 December 2011).During 2012, Investment Solutions reduced securitisation exposure fromEUR 1.4 billion on 31 December 2011 to EUR 1 billion on 31 December2012 primarily thanks to the portfolio amortis ation.BancWest invests exclusively in securitisation positions in listed securitiesas a core component of its refinancing and own funds investment policy.At 31 December 2012, BancWest’s securitisation positions amounted toEUR 0.4 billion compared with EUR 0.3 billion at 31 December 2011.BNP Paribas Fortis’ portfolio of structured loans, which was notassigned to a business line and is housed in “Corporate Center”, is worthEUR 4.7 billion, compared with EUR 6.1 billion at 31 December 2011. Thisportfolio does not carry a guarantee by the Belgian State on the secondlevel of losses anymore.In addition, BNP Paribas Fortis’ investments in Dutch RMBS came toEUR 3.9 billion, compared with EUR 8.1 billion at 31 December 2011,following call exercise in 2012.SECURITISED EXPOSURES5➤ TABLE 25: SECURITISED EXPOSURES ORIGINATED BY BNP PARIBAS BY SECURITISATION TYPEIn millions of eurosSecuritisation typeSecuritised exposures originated byBNP ParibasCalculationapproach 31 December 2012 31 December 2011IRBA 8,644 9,978TraditionalStandardised 2,389 2,548SUB-TOTAL 11,033 12,526Synthetic IRBA 1,020 1,057TOTAL 12,053 13,5832012 Registration document and annual financial report - BNP PARIBAS 273

5RISKSAND CAPITAL ADEQUACYSecuritisation in the banking book➤ TABLE 26: SECURITISED EXPOSURES BY BNP PARIBAS BY SECURITISATION TYPE AND UNDERLYING ASSETCATEGORY (*)31 December 2012In millions of eurosOriginator Sponsor (***) Total (**)Traditional Synthetic Traditional SyntheticResidential mortgages 10,467 8,393 96 18,956Commercial real-estate properties 744 744Credit card receivables 1,125 1,125Finance leases 3,311 3,311Loans to corporates 1,020 4,912 4 5,936Consumer loans 370 370Commercial and industrial loans 2,681 2,681Other assets 182 1,269 1,451TOTAL 10,649 1,020 22,805 100 34,57431 December 20115In millions of eurosOriginator Sponsor (***) Total (**)Traditional Synthetic Traditional SyntheticResidential mortgages 11,509 12,516 15 24,040Commercial real-estate properties 867 867Credit card receivables 630 630Finance leases 2,469 2,469Loans to corporates 570 1,057 7,214 12 8,853Consumer loans 2,449 2,449Commercial and industrial loans 2,866 2,866Other assets 196 711 907TOTAL 12,275 1,057 29,722 27 43,081(*) This breakdown is based on the predominant underlying asset of the securitisation.(**) Of which EUR 4.7 billion for Scaldis multiseller conduit in BNP Paribas Fortis perimeter .(***) Within the securitised exposures on behalf of clients, EUR 384 million corresponds to originated exposures (from BNP Paribas balance sheet) at31 December 2012 (compared with EUR 251 million at 31 December 2011).2742012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYSecuritisation in the banking book5The securitised exposures from BNP Paribas balance sheet are essentiallymade up of residential mortgages.At 31 December 2012, six securitisations were efficient from a Basel 2.5perspective:■ four operations on residential mortgages (Vela Home 2, Vela 3, VelaHome 4 and Vela ABS) originated by BNL for a total exposure ofEUR 2 billion;■ one on residential mortgages originated by UCI, a subsidiary ofBNP Paribas Personal Finance, for a total exposure of EUR 0.2 billion;■ one on SME loans originated by French Retail Banking, with a guaranteefrom the European Investment Bank, for a total of securitised exposuresof EUR 1 billion.Furthermore, the securitisation exposures of the special purpose vehicleRoyal Park Investment (RPI), EUR 8.3 billion, are essentially made up ofresidential mortgages as final underlying asset.At the same date, no consumer loan securitisation transaction wasefficient from a Basel 2.5 perspective. In addition, BNP Paribas did notsecuritised for its own account revolving exposures subject to earlyamortization treatment.Two-thirds of securitised exposures are on behalf of clients, especiallythrough multiseller conduits.➤ TABLE 27: ASSETS AWAITING SECURITISATIONIn millions of euros 31 December 2012 31 December 2011Asset categoryBNP Paribase xposuresawaitingsecuritisationExposuresawaitingsecuritisation inwarehousingBNP Paribase xposuresawaitingsecuritisationExposuresawaitingsecuritisation inwarehousingResidential mortgages - - 1,800 -Consumer loans 600 - 5,900 -Loans to corporates 800 - - -TOTAL 1,400 - 7,700 -52012 Registration document and annual financial report - BNP PARIBAS 275

5RISKSAND CAPITAL ADEQUACYSecuritisation in the banking bookSECURITISATION POSITIONS➤ TABLE 28: SECURITISATION POSITIONS HELD OR ACQUIRED, BY UNDERLYING ASSET CATEGORY5In millions of eurosSecuritisation positions held or acquired (EAD)31 December 2012 31 December 2011Balance Off-balanceBalance Off-balanceBNP Paribas role Asset category (*) sheetsheetTotalsheetsheetTotalOriginator Residential mortgages 1,126 47 1,173 1,828 65 1,893Loans to corporates 1,052 1,052 1,182 9 1,191Other assets 2 2 2 - 2TOTAL ORIGINATOR 2,180 47 2,227 3,012 74 3,086Sponsor Residential mortgages 1,010 354 1,364 985 457 1,442Consumer loans 143 462 605 266 3,075 3,341Credit card receivables 600 518 1,118 630 - 630Loans to corporates 2,538 842 3,380 2,924 1,605 4,529Commercial and industrialloans 3,326 3,326 8 4,036 4,044Commercial real-estateproperties 52 494 546 180 494 674Finance leases 813 773 1,586 864 729 1,593Other assets 163 643 806 114 177 291TOTAL SPONSOR 5,319 7,412 12,731 5,971 10,573 16,544Investor Residential mortgages 6,645 399 7,044 12,005 373 12,378Consumer loans 2,752 304 3,056 3,204 707 3,910Credit card receivables 4 4 14 - 14Loans to corporates 4,696 4,696 5,846 - 5,846Commercial real-estateproperties 2,484 43 2,527 3,014 43 3,057Finance leases 144 144 53 - 53Other assets 180 180 277 - 277TOTAL INVESTOR 16,905 746 17,651 24,412 1,123 25,535TOTAL 24,404 8,205 32,609 33,396 11,769 45,165(*) Based on the predominant asset class in the asset pool of the securitisation in which the position is held. In the case of the underlying asset is aposition of securitisation or of r e-securitisation, CRD 3 Regulation prescribes to report the ultimate underlying asset of the program concerned.2762012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYSecuritisation in the banking book5➤ TABLE 29: SECURITISATION POSITION, EXPOSURE IN DEFAULT AND PROVISIONS BY UNDERLYING ASSET’S COUNTRYIn millions of eurosEADEAD in defaultStandardisedapproach IRB approach TotalSpecificprovisionsDomestic markets 5,272 75 744 819 460France 3,079 37 37 0Belgium 705 678 678 385Italy 1,488 75 29 104 75Other Europeancountries 13,544 26 213 239 73Americas 12,830 6 101 108 28Asia & Pacific 923 0Other 40 0 6 6 6Collectiveprovisions31 December 2012Cost of riskTOTAL 32,609 107 1,064 1,172 567 174 129In millions of eurosEADEAD in defaultStandardisedapproach IRB approach TotalSpecificprovisionsDomestic markets 5,848 84 751 835 451France 2,523 0Belgium 1,570 719 719 385Italy 1,755 84 32 116 66Other Europeancountries 21,199 200 392 592 140Americas 16,825 15 335 350 80Asia & Pacific 1,087 0Other 206 0 0 0 0Collectiveprovisions31 December 2011Cost of riskTOTAL 45,165 299 1,478 1,777 671 336 1025➤ TABLE 30: BANKING BOOK SECURITISATION POSITION QUALITYIn millions of eurosSecuritisation positions held or acquired (EAD)Tranche quality 31 December 2012 31 December 2011Senior tranche 29,892 41,746Mezzanine tranche 2,227 2,910First-loss tranche 490 509TOTAL 32,609 45,165At 31 December 2012, 92% of the securitisation positions held or acquired by the Group were senior tranches, unchanged compared with 31 December2011, reflecting the high quality of the Group’s portfolio. The corresponding Exposures at Default (EADs) and risk weights are given in the following tables.2012 Registration document and annual financial report - BNP PARIBAS 277

5RISKSAND CAPITAL ADEQUACYSecuritisation in the banking bookRISK-WEIGHTED ASSETSUnder the standardised approach, risk-weighted assets are calculatedby multiplying Exposure at Default by a risk weight based on an externalrating of the securitisation position, as required by article 222 of theFrench Decree of 20 February 2007. In a small number of cases, a lookthroughapproach may be applied. Securitisation positions rated B+ orlower or without an external rating are given a risk weighting of 1, 250%.The standardised approach is used for securitisation positions originatedby BNL or UCI and for securitisation investments made by BancWest andthe Investment Solutions division.Under the IRB Approach, risk-weighted assets are calculated accordingto one of the following methods:■ if the securitisation position has an external rating, the Group usesan external rating-based method whereby the position’s risk weightis determined directly from a correspondence table provided by thebanking supervisor that matches risk weights to external ratings;■ if the securitisation position does not have an external rating, andif BNP Paribas is the originator or sponsor, the Group uses theSupervisory Formula Approach. In this approach the risk weight iscalculated from a formula provided by the banking supervisor thatfactors in the internal credit rating of the underlying asset portfolio,as well as the structure of the transaction (most notably the amountof credit enhancement subscribed out by the Group);■ the internal ratings approach is applied for liquidity facilities in theABCP programmes of the BNP Paribas Fortis and BGL BNP Paribasportfolios for which there are no external ratings. This approach hasbeen approved by the BNB;■ a look-through approach may be applied to derive the risk weight ina very small number of cases.At 31 December 2012, the IRB Approach is used for positions held by theCIB division and BNP Paribas Fortis.For rated securitisation positions, the Group uses external ratings fromthe Standard & Poor’s, Moody’s, and Fitch rating agencies. These ratingsare mapped to equivalent credit quality levels in accordance with theinstructions of the French banking supervisor.➤ TABLE 31: SECURITISATION POSITIONS AND RISK WEIGHT BY CALCULATION APPROACH5In millions of euros 31 December 2012 31 December 2011 VariationCalculation approachSecuritisationpositions held oracquired (EAD)Risk-weightedassetsSecuritisationpositions held oracquired (EAD)Risk-weightedassetsSecuritisationpositions heldor acquired(EAD)Risk-weightedassetsIRBA 30,131 17,153 42,985 22,665 ( 12,853) ( 5,512)Standardised 2,478 1,923 2,180 1,711 298 212TOTAL 32,609 19,076 45,165 24,376 ( 12,555) ( 5,300)Risk-weighted assets corresponding to securitisation positions held oracquired by the Group amounted to EUR 19.1 billion at 31 December2012, or 3% of BNP Paribas total risk-weighted assets, compared withEUR 24.3 billion at 31 December 2011 (4% of Group total risk-weightedassets).The decline in risk-weighted assets is due to asset sales, amortisationsand redemption options exercised by issuers (-EUR 9.4 billion) offset bya downgrade of the external ratings of some positions (+EUR 4.2 b illion).2782012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYSecuritisation in the banking book5➤ TABLE 32: SECURITISATION POSITIONS BY APPROACH, CALCULATION METHOD, AND RISK WEIGHT➤ IRB ApproachIn millions of euros 31 December 2012Calculation methodSecuritisationpositionsExposure at defaultRe-securitisationpositions ( * )SecuritisationpositionsRisk-weighted assetsRe-securitisationpositions ( * )7% – 10% 12,804 99212% – 18% 778 11520% – 35% 1,056 1,380 294 38240% – 75% 509 1,528 275 651100% 367 72 361 76150% 0 1225% 235 561250% 36 23350% 255 947425% 55 92500% 61 107650% 42 42 100 271750%850% 334 2,771External ratings based method 15,647 3,907 2,252 5,7671,250% 287 506 2,468 3,643Internal Assessment Approach 719 114[0% – 7%] 6,192 0 411 0[7% – 100%] 1,975 77 514 21[100% – 350%] 10 247 26 510[350% – 1,250%] 86 478 635 792Supervisory Formula Approach 8,263 802 1,586 1,323TOTAL 24,916 5,215 6,420 10,73352012 Registration document and annual financial report - BNP PARIBAS 279

5RISKSAND CAPITAL ADEQUACYSecuritisation in the banking book5In millions of euros 31 December 2011Calculation methodSecuritisationpositionsExposure at defaultRe-securitisationpositions ( * )SecuritisationpositionsRisk-weighted assetsRe-securitisationpositions ( * )7% – 10% 18,684 1,37112% – 18% 864 7920% – 35% 2,857 336 526 6040% – 75% 733 2,677 301 741100% 310 78 36 82225% 105 249250% 262 633350% 257 817425% 77 133650% 27 122 30 559750% 197 1,561850% 250 2,253External ratings based method 23,814 4,022 3,109 6,3221,250% 844 369 7,609 1,852Internal Assessment Approach 1,307 31[0% – 7%] 7,606 0 532 0]7% – 100%] 2,773 1,528 812 363]100% – 350%] 14 153 27 358]350% – 1,250%] 36 519 456 1,193Supervisory Formula Approach 10,429 2,200 1,827 1,914TOTAL 36,394 6,591 12,576 10,088(*) CRD 3 definition .Out of the EUR 20 billion of securitisation positions with an externalratings:■ 65% by EAD are rated above A+ and therefore have a risk weight of lessthan 10% at 31 December 2012, compared with 67% at 31 December2011;■ the great majority (82% by EAD) are rated above BBB+ at 31 December2012 (82% at 31 December 2011).2802012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYSecuritisation in the banking book5➤ Standardised approachIn millions of euros 31 December 2012Calculation methodSecuritisationpositionsExposure at defaultRe-securitisationpositions ( * )SecuritisationpositionsRisk-weighted assetsRe-securitisationpositions ( * )20% 820 16440% 44 1750% 770 354100% 554 11 553 11225% 38 87350% 22 73External ratings based method 2,166 93 1,144 1151,250% 170 644Weighted Average method 47 18Look-through approach 2 2TOTAL 2,385 93 1,808 115In millions of euros 31 December 2011Calculation methodSecuritisationpositionsExposure at defaultRe-securitisationpositions ( * )SecuritisationpositionsRisk-weighted assetsRe-securitisationpositions ( * )20% 1,421 28440% 2 150% 215 107100% 116 27 110 27225% 92 45350% 65 212External ratings based method 1,817 121 713 731,250% 175 900Weighted Average method 65 24Look-through approach 2 2TOTAL 2,059 121 1,639 73(*) CRD 3 definition .5Guarantees on securitisation positions amounted to EUR 4.44 billionat 31 December 2012. The Belgian government’s guarantee held byBNP Paribas Fortis on the RPI senior debt accounts for EUR 4.33 billion.The only one re-securitisation position guaranteed is the senior debt ofthe Royal Park Investments portfolio held by BNP Paribas Fortis. It isensured by the Belgian government, rated AA (Standard & Poor’s).2012 Registration document and annual financial report - BNP PARIBAS 281

5RISKSAND CAPITAL ADEQUACYCounterparty risk5.6 Counterparty riskEXPOSURE TO COUNTERPARTY RISK [A udited]The table below shows exposure to counterparty risk (measured as exposure at the time of default) by Basel asset class on derivatives contracts andsecurities lending/borrowing transactions, after the impact of any netting agreements.➤ TABLE 33: EXPOSURE AT DEFAULT TO COUNTERPARTY RISK BY BASEL ASSET CLASS OF DERIVATIVES AND SECURITIESLENDING/BORROWING INSTRUMENTS5In millions of eurosIRBAStandardisedApproach31 December 2012 31 December 2011 VariationTotal2012AverageEADIRBAStandardisedApproachTotal2011AverageEADTotalAverageEADCentral governmentsand central banks 14,160 34 14,194 12,669 11,142 2 11,144 10,073 3,050 2,596Corporates 49,531 1,808 51,339 49,574 45,324 2,484 47,808 46,288 3,531 3,286Institutions (*) 25,078 605 25,683 31,324 35,803 1,163 36,966 37,750 (11,283) (6,426)Retail - 13 13 16 - 19 19 15 (6)TOTAL EAD 88,769 2,460 91,229 93,583 92,269 3,668 95,937 94,126 (4,708) (544)(*) Institutions asset class comprises credit institutions and investment firms, including those recognised in other countries. It also includes someexposures to regional and local authorities, public sector agencies and multilateral development banks that are not treated as central governmentauthorities.For counterparty risk, the share of exposures under the IRB approachrepresents 97% at 31 December 2012, almost unchanged compared with31 December 2011 (96%).BNP Paribas is exposed to counterparty risk on its capital marketstransactions. This risk is managed through the widespread use ofstandard close-out netting and collateral agreements and through adynamic hedging policy. Changes in the value of the Bank’s exposure aretaken into account in the measurement of over-the-counter financialinstruments through a credit value adjustment process.NETTING AGREEMENTSNetting is used by the bank in order to mitigate counterparty credit riskassociated with derivatives trading. The main instance where nettingoccurs is in case of trades termination: if the counterparty defaults, all thetrades are terminated at their current market value, and all the positiveand negative market values are summed to obtain a single amount (net)to be paid to or received from the counterparty. The balance (“close-outnetting”) may be subject to a guarantee (“collateralisation”) granted ascollateral: cash, securities or deposits.The Bank also applies settlement netting in order to mitigate counterpartycredit risk in case of currency-settlements. This corresponds to the nettingof all payments and receipts between the bank and one counterparty inthe same currency to be settled in the same day. The netting results ina single amount (for each currency) to be paid either by the Bank or bythe counterparty.Transactions affected by this are processed in accordance with bilateral ormultilateral agreements respecting the general principles of the nationalor international framework. The main forms of bilateral agreementsare those issued by Fédération Bancaire Française (FBF) and on aninternational basis by International Swaps and Derivatives Association(“ISDA”).2822012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCounterparty risk5COUNTERPARTY EXPOSURE VALUATIONThe Exposure at Default (EAD) for counterparty risk is measured usingan internal model and is subsequently incorporated into the credit riskweighting system. It is based on Monte-Carlo simulations which assessthe possible exposure movements. The stochastic processes used aresensitive to parameters including volatilities, correlations, and arecalibrated on historical market data. The potential future counterpartyrisk exposures are measured using an internal model (“ValRisk”) whichcan simulate thousands of potential market scenarios and does thevaluation of each counterparty trading portfolio at several points in thefuture (from 1 day to more than 30 years for the longest transactions).Value changes are calculated up to the maturity of transactions.When performing the exposure aggregation, the system takes intoaccount the legal contracts linked to each transaction and counterparty,such as netting and margin call agreements.Counterparty risk exposures are characterized by high variability overtime due to constant evolution of market parameters affecting theunderlying transaction value. It is therefore important to monitor notonly the current transaction values, but also to analyse their potentialchanges in the future.For non modelised counterparty risk exposures, the Exposure at Default(EAD) is based on market price evaluation (Net Present Value + Add On).SUPERVISION AND MONITORINGOF COUNTERPARTY RISKFuture potential exposures calculated by ValRisk are compared withthe limits assigned to each counterpart on a daily basis. In addition,ValRisk can simulate new transactions and measure their impact onthe counterparty portfolio. It is therefore an essential tool of the riskapproval process. The following Committees (sorted by ascendingauthority scale): Regional Credit Committee, Global Credit Committee,General Management Credit Committee, set the limits according to theirdelegation level.CREDIT VALUE ADJUSTMENTSON FINANCIAL INSTRUMENTS TRADEDOVER-THE-COUNTER (OTC)The valuation of financial OTC-trades carried out by BNP Paribas aspart of its trading activities (Fixed Income, Global Equity & CommodityDerivatives) includes credit value adjustments. A “Credit ValueAdjustment” (or CVA) is an adjustment of the trading portfolio valuationto take into account the counterparty risk. It reflects the expected lossin fair value on a counterparty exposure based on the potential positivevalue of the contract, the counterparty default probability, the creditquality migration, and the estimated recovery rate.DYNAMIC MANAGEMENTOF COUNTERPARTY RISKThe credit value adjustment is a variable of the existing exposuremovements and the credit risk level of the counterparty, which may belinked to the movements of the Credit Default Swaps (CDS) spread usedin the default probability calculation.In order to reduce the risk associated with the credit quality deterioratione mbedded in a financial operations portfolio, BNP Paribas may use adynamic hedging strategy, involving the purchase of market instrumentssuch as credit derivative instruments.Counterparty risk exposures on derivative instruments cover all derivativeportfolio exposures of BNP Paribas, all underlying and all combined poles.Fixed Income exposures represent the large majority of these exposures.The exposure on securities financing transactions and deferredsettlement transactions concern the Fixed Income business (primarilybonds), the Equity and Advisory business, primarily equity (stock lendingand borrowing) and BNP Paribas Securities Services (BP2S), both bondsand equity.52012 Registration document and annual financial report - BNP PARIBAS 283

5RISKSAND CAPITAL ADEQUACYCounterparty riskEXPOSURES AT DEFAULT (EAD) BY CALCULATION APPROACH➤ TABLE 34: EXPOSURES AT DEFAULT (EAD) BY CALCULATION APPROACHIn millions of euros31 December 2012Internal model (EEPE) (*)NPV (**) + Add-OnIRBA Standardised Sub-total IRBA Standardised Sub-totalTotalDerivatives 69,597 29 69,626 0 2,355 2,355 71,981Securities financing transactions anddeferred settlement transactions 19,172 2 19,174 0 74 74 19,248TOTAL 88,769 31 88,800 0 2,429 2,429 91,2295In millions of euros31 December 2011Internal model (EEPE) (*)NPV (**) + Add-OnIRBA Standardised Sub-total IRBA Standardised Sub-totalTotalDerivatives 65,540 8 65,548 12,693 3,650 16,343 81,891Securities financing transactions anddeferred settlement transactions 11,415 4 11,419 2,621 6 2,627 14,046TOTAL 76,955 12 76,967 15,314 3,656 18,970 95,937(*) Effective Expected Positive Exposure.(**) Net Present Value.The measure of the Exposure at Default (EAD) for counterparty risk isbased mainly on the internal model method and takes into accountdirectly the derivative trade guarantees for the calculation of the EffectiveExpected Positive Exposure (EEPE). Exposure at default (EAD) includedin the internal model represents 97% of total EAD and now covers theBNP Paribas Fortis perimeter following the Belgian and French regulators(BNB and ACP) agreement to extend the BNP Paribas Valrisk model toBNP Paribas Fortis .For the perimeter not covered by internal models (now limited mainlyto subsidiaries BNL, BancWest, TEB and BGL), EAD is calculated usingthe market price valuation method (Net Present Value + Add-On). Thedecrease in EAD during 2012 is mainly related to a decrease across theBNP Paribas Fortis perimeter due to the change of model enabling EADto be measured more accurately by taking account of collateral received(whereas previously collateral was decreasing the LGD), partially clearedby an increase across the BNP Paribas perimeter due to regulatorychanges in the calculation parameter s.For exposures corresponding to credit derivative transactions, themodelling of the correlation between market data and probability ofdefault is included in the internal model. The exposure is thereforeconditional upon default, and includes wrong-way correlation risk. On acase-by-case basis, for significant transactions, a specific remodellingof the exposure in case of default is performed including the wrong-waycorrelation risk. Moreover, additional specific stress tests are performedto monitor transactions presenting a wrong-way correlation risk.Collateral guarantees used in the standard method to reduce the EADincreased to EUR 837 million on 31 December 2012, compared withEUR 313 million on 31 December 2011.Risk- weighted assets linked to counterparty credit risk are computedby multiplying the EAD by an appropriate weighting according to theapproach used (standard approach or IRB Approach).When EAD is modelled and weighted according to the IRB Approach,the LGD (Loss Given Default) is not adjusted according to the existingcollateral-guarantees since they are already taken into account in the“Effective Expected Positive Exposure” computation.2842012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYCounterparty risk5RISK-WEIGHTED ASSETS➤ TABLE N° 35: COUNTERPARTY RISK- WEIGHTED ASSETSRisk-weighted assetsCounterparty riskIn millions of euros31 December 2012 31 December 2011 VariationCounterparty risk - IRBA 18,633 20,863 ( 2,230)Central governments and central banks 222 180 42Corporates 15,117 16,344 ( 1,227)Institutions 3,294 4,339 ( 1,045)Counterparty risk - Standardised approach 1,900 2,761 ( 861)Central governments and central banks 27 1 26Corporates 1,610 2,426 ( 816)Institutions 254 320 ( 66)Retail 9 14 ( 5)Other exposures 9 14 ( 5)TOTAL COUNTERPARTY RISK 20,533 23,624 ( 3,091)The decline in counterparty risk- weighted assets was predominantly due to decreases in EEPE caused by a fall in credit spreads and the inclusion ofthe BNP Paribas Fortis scope in ValRisk internal model.5NOTIONAL DERIVATIVES EXPOSURE(See note 5 to the Financial Statements: Notes to the balance sheet at 31 December 2012)2012 Registration document and annual financial report - BNP PARIBAS 285

5RISKSAND CAPITAL ADEQUACYMarket risk5.7 Market riskMARKET RISK RELATED TO TRADING ACTIVITIES5INTRODUCTION [A udited]Market risk, as defined in chapter 5.3, arises mainly from tradingactivities carried out by the Fixed Income and Global Equity & CommodityDerivatives teams within Corporate and Investment Banking andencompasses different risk factors defined as follows:■ interest rate risk is the risk that the value of a financial instrumentwill fluctuate due to changes in market interest rates;■ foreign exchange risk is the risk that the value of an instrument willfluctuate due to changes in foreign exchange rates;■ equity risk arises from changes in the market prices and volatilities ofequity shares and/or equity indices;■ commodities risk arises from changes in the market prices andvolatilities of commodities and/or commodity indices;■ credit spread risk arises from the change in the credit quality of anissuer and is reflected in changes in the cost of purchasing protectionon that issuer;■ option products carry by nature volatility and correlation risks, forwhich risk parameters can be derived from option market pricesobserved in an active market.ORGANISATION PRINCIPLES [A udited]GovernanceThe market risk management system as well as financial products pricingaims to track and control market risks whilst ensuring that the Controlf unctions remain totally independent from the business lines.In terms of market risk management, Risk-Investment and Markets (Risk-IM)’s responsibility is to define, monitor and analyse risk sensitivities andrisk factors, and to measure and control Value at Risk (VaR), which is theglobal indicator of potential losses. Risk-IM ensures that all businessactivity complies with the limits approved by the various committees andapproves new activities and major transactions, reviews and approvesposition valuation models and conducts a monthly review of marketparameters (MAP review) in association with the Valuation and RiskControl Department (V&RC).Market Risk monitoring and pricing is structured around severalcommittees:■ the Capital Markets Risk Committee (CMRC) is the main committeegoverning the risks related to capital markets. It is responsible foraddressing, in a coherent manner, the issues related to marketand counterparty risk. The CMRC follows the evolution of the mainexposures and stress risk and sets the high level trading limits. Itmeets approximately monthly and is chaired by either the Group CEOor by one of the Bank’s COOs;■ the Product and Financial Control Committee (PFC) is the arbitrationand pricing decision-making Committee. It meets quarterly anddiscusses the conclusions of the CIB Financial Control teams andtheir work to enhance control effectiveness and the reliability of themeasurement and recognition of the results of market transactions. Itis chaired by the Group Chief Financial Officer and brings together theDirectors of Group Finance-Accounting, Corporate Investment Bankingand Group Risk Management;■ at business unit level, the Valuation Review Committee (VRC) meetsmonthly to examine and approve the results of Market parametersreview (MAP review) and any changes in reserves. The ValuationReview Committee also acts as the referee in any disagreementsbetween trading and Control f unctions. The committee is chaired bythe Senior Trader and other members include representatives fromtrading, GRM, Valuation and Risk Control Group, and Group Finance.Any disagreement is escalated to the PFC;■ the Valuation Methodology Committee (VMC) meets 2 to 3 timesa year per business line to monitor model approvals and reviews,follow up relevant recommendations and present model governanceimprovements.Risk monitoring set up and limit settingThe Group uses an integrated system called Market Risk eXplorer(MRX) to follow the trading positions on a daily basis and manage VaRcalculations. MRX not only tracks the VaR, but also detailed positionsand sensitivities to market parameters based on various simultaneouscriteria (currency, product, counterparty). MRX is also configured toinclude trading limits, reserves and stress tests.Responsibility for limit setting and monitoring is delegated at threelevels, which are, in decreasing order, CMRC, Business Line and Activity(Head of a Trading Book). Limits may be changed either temporarilyor permanently, in accordance with the level of delegation and theprevailing procedures. Appropriate escalation mechanisms are in placeto ensure that the independent view from the Risk Function on the levelof limits is heard.2862012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYMarket risk5Core Risk Analysis and Reporting to ExecutiveManagementRisk-Investment and Markets reports, through various risk analysis andreports, to Executive Management and business lines Senior Managementon its risk analysis work (limit, VaR monitoring, core risk analysis…). TheGlobal Risk Analysis and Reporting team is responsible for compiling/circulating main global risk reports.The following risk reports are generated on a regular basis:■ weekly “Main Position” reports for each business line (equityderivatives, commodities, credit, fixed income and currencyderivatives), summarising all positions and highlighting items needingparticular attention; these reports are mainly intended for businessline managers;■ monthly local “bottom up” stress testing report for ExecutiveManagement identifying key risk concentrations around the globe;■ supporting documentation for the core capital markets risk committeecomprising markets and risk event summaries, global counterpartyexposure summary, VaR/Stressed VaR evolution, Stress Testingand Capital evolution summaries, market and counterparty riskbacktesting);■ geographical and global risk dashboards;■ Credit Valuation Adjustment Reporting for coverage of the core CVAmarket and counterparty risk sensitivities.VALUATION CONTROL [A udited]The financial instruments that are part of the prudential Trading Bookare valued and reported at market or models v alue through P/L, incompliance with applicable accounting standards. Such can also be thecase of financial instruments classified in the banking book.The valuation control is insured within the Charter of Responsibility onValuation, defining how responsibilities are split as well as the creationof a dedicated Valuation and Risk Control team (V&RC) who shares thecontrol of market parameters with Risk-IM. These policies and governanceapplies to all CIB Market Activities (Fixed Income, GECD, RPM) and is beingextended to ALM Treasury.In addition to the Charter of Responsibilities, the relevant valuationcontrols are detailed in specific policies. We detail below the mainprocesses that form together the valuation control governance.Transaction accounting controlThis control is under the responsibility of Middle-Office within theOperations Department. However, certain complex transactions arecontrolled by Risk-IM.Market Parameter review – Independent PriceVerification.Price Verification is managed and shared by Risk-IM Department andValuation and Risk Control Department (V&RC), daily controls areperformed on the most liquid parameters and a comprehensive andformal review of all the market parameters is performed at monthend. The types of parameters controlled by V&RC are precisely listed,these are essentially the parameters for which an automatic controlagainst external sources can be implemented (security prices, vanillaparameters), this may include the use of consensus price services. Risk-IMis in charge of controlling valuation methodologies as well as the mostcomplex parameters that are very dependent on the choice of models.The general principles of the Market parameter reviews are described inthe Charter of responsibility on Valuation as well as specialised globalpolicies such as the Global marking and Independent Price VerificationPolicy. The specific methodologies are described in documents known asthe MAP Books organised by product lines and regularly updated. Theresponsibilities of Risk-IM and V&RC are defined for each point of timeand the conclusions of the Market Parameter reviews are documentedin the MAP review finding documents.The outcome of the m arket parameter review is the estimation ofvaluation adjustments communicated to Middle-Office who enters itin the book of account. The results are communicated to the Tradingmanagement during the Valuation review Committees, where arbitrationscan be made. The opinion of the Control f unctions prevails, however,significant and persistent disagreement can be escalated to the PFC.Model Approval and ReviewsThe governance of model controls is described in the v aluationMethodology Control Policy. Activity specific guidelines are detailed inthe m odel review guidelines documents for each product lines.Front-Office quantitative analysts design and propose the methodologiesused to value the product and measure the risks that are used totake trading decisions. Research team and IT are responsible for theimplementation of these models in the systems.The independent control of the valuation models is under theresponsibility of Risk-IM. The main processes are:■ the approval of models, by which a formal decision to approve orreject a model is taken following any modification of the valuationmethodology called a “Valuation Model Event”. In any cases, theapproval decisions is taken by a senior Risk-IM analyst. The reviewrequired by the approval decision can be fast track or comprehensive;in the latter case, the reasons and conditions of approval are detailedin a m odel a pproval document. If the approval requires a publicdiscussion, a Model Approval Committee can be gathered;■ the review of models can be conducted at inception (linked to anapproval) or during the life of a model (re-review); it consists of aninvestigation on the suitability of the model used to value certainproducts in the context of a certain market environment;■ the control of the use of set up of models, which is a continuous controlof the correct parameterisation or configuration of the models as wellas the adequacy of the mapping between products and models.52012 Registration document and annual financial report - BNP PARIBAS 287

5RISKSAND CAPITAL ADEQUACYMarket risk5Reserve and other valuation adjustmentsRisk-IM defines and calculates reserves. Reserves are market or modelsv alue accounting adjustments. They take into account the exit cost of aposition (cost to sell or to hedge) as well as a risk premium that marketparticipant would charge for positions containing non hedgeable or nondiversifiable risks.The reserves cover mainly:■ the bid-offer and liquidity spreads;■ the model or market parameters uncertainties;■ the elimination of non hedgeable risks (smoothing digital or barrierpay-offs).A general v aluation adjustment policy exists. Reserve methodologies aredocumented by Risk-IM for each product lines and these documentationsare updated regularly. The analysis of reserve variations is reported atthe monthly VRC.Reserve methodologies are improved regularly and any change is aValuation Model event. Reserve improvements are generally motivatedby the conclusion of a model review or by the calibration to marketinformation during the Market parameter review process.“Day One profit or loss”Some transactions are valued with “non observable” parameters. IAS 39requires to differ any initial P/L for non observable transactions as theinitial model v alue needs to be calibrated with the transaction price.Risk- IM works with Group Finance, middle-offices, and business lineson the process of identifying and handling these profit and loss items,in order to determine whether a type of parameter or transaction isobservable or not in accordance with the observability rules, in additionduly documented.The P/L impact of the P/L deferral is calculated by the Middle-Office.Observability rules are also used for the financial information requiredby the IFRS 7 reporting.MARKET RISK EXPOSURE [A udited]Market risk is first analysed by systematically measuring portfoliosensitivity to various market parameters; The results of these sensitivityanalyses are compiled at various aggregate position levels and comparedwith market limits.VaR (“Value at Risk”)VaR is calculated using an internal model. It estimates the potential losson a trading portfolio under normal market conditions over one tradingday, based on changes in the market over the previous 260 business dayswith a confidence level of 99%. The model has been approved by thebanking supervisor and takes into account all usual risk factors (interestrates, credit spreads, exchange rates, equity prices, commodities prices,and associated volatilities), as well as the correlation between thesefactors in order to include the effects of diversification. It also takes intoaccount specific credit risk.The algorithms, methodologies and sets of indicators are reviewed andimproved regularly to take into account growing market complexity andproduct sophistication.Following the Belgian and French regulators (BNB and ACP) agreement,BNP Paribas internal model has been extended since the second quarterof 2011 to Fortis Bank SA/NV. VaR internal model is also used by BNL.Historical VaR (10 days, 99%) in 2012The Values at Risk (VaRs) set out below are calculated from aninternal model, which uses parameters that comply with the methodrecommended by the Basel Committee for determining estimated valueat risk (“Supplement to the Capital Accord to Incorporate Market Risks”).They are based on a ten day time horizon and a 99% confidence interval.2882012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYMarket risk5In 2012, total average VaR for BNP Paribas is EUR 132 million (with a minimum of EUR 81 million and a maximum of EUR 228 million), after taking intoaccount the EUR -163 million netting effect between the different types of risks. These amounts break down as follows:➤ TABLE 36: VALUE AT RISK (10 DAYS – 99%): BREAKDOWN BY RISK TYPEIn millions of eurosYear to 31 Dec. 2012Year to31 Dec. 2011Minimum Average Maximum 31 December 2012Average31 December 2011Interest rate risk 59 101 188 76 101 81Credit risk 42 74 120 43 118 121Foreign exchange risk 21 44 95 34 33 44Equity price risk 26 61 164 55 51 58Commodity price risk 10 15 26 16 19 13Netting Effect (77) (163) (365) (128) (178) (148)TOTAL VALUE AT RISK 81 132 228 95 144 169➤ FIGURE 7: CHANGE IN VAR (1 DAY-99%) IN MILLIONS OF EUROS IN 2012807060550403020100January2012February2012March2012April2012May2012June2012July2012August2012September2012October2012November2012December2012GRM continuously tests the accuracy of its internal model through avariety of techniques, including a regular comparison over a long-termhorizon between actual daily losses on capital market transactions and1-day VaR. A 99% confidence level means that in theory the Bank shouldnot incur daily losses in excess of VaR more than two or three days a year.The standard VaR backtesting method makes a comparison of the dailyglobal trading book VaR to the one-day changes of the portfolio’s value.2012 b acktesting demonstrates that there were no days observed duringthe period where any P&L losses were greater than the VaR level.NEW CRD 3 REQUIREMENTSSince 31 December 2011, the European directive CRD 3 (also called“Basle 2.5”), applies and amends the Capital Requirements for marketrisk: Stressed VaR, Incremental Risk Charge (IRC), Comprehensive RiskMeasure (CRM) and trading book securitisation.2012 Registration document and annual financial report - BNP PARIBAS 289

5RISKSAND CAPITAL ADEQUACYMarket riskStressed VaRA Stressed VaR (SVaR) is calibrated on a fixed one year period includinga crisis period to keep a minimum level to the VaR. A 12 month period(31 March 2008 to 31 March 2009) has been considered as a referenceperiod for the calibration of the Stressed VaR. This choice is subject toannual review. For the calculation of the capital requirement, this is ontop of the VaR to correct the “short memory” of the VaR.4th quarter 2011 ( * )➤ TABLE 37: STRESSED VALUE AT RISK (10 DAYS – 99%)Year to 31 Dec. 2012In millions of eurosMinimum Average Maximum 31 December 2012Average 31 December 2011Stressed Value at Risk 145 201 325 220 296 267(*) The first CRD 3 application date was 31 December 2011.5Incremental Risk Charge (IRC)The IRC approach measures losses due to default and ratings migration atthe 99.9% confidence interval over a capital horizon of one year, assuminga constant level of risk on this horizon. The approach to capture theincremental default and migration risks covers all positions subject toa capital charge for specific interest rate risk including all governmentbonds, but excluding securitisation positions and n-th-to-default creditderivatives.The model is currently used in the risk management processes. Thismodel was approved by the French banking supervisor (Autorité deContrôle Prudentiel).The calculation of IRC is based on the assumption of a constant level ofrisk over the one-year capital horizon, implying that the trading positionsor sets of positions can be rebalanced during the one-year capital horizonin a manner that maintains the initial risk level, measured by the VaR orby the profile exposure by credit rating and concentration. This rebalancefrequency is called the liquidity horizon.The model is built around a rating-based simulation for each obligor,which captures both the risk of the default as well as the risk of ratingmigration. The dependence among obligors is based on a multi-factorasset return model. The valuation of the portfolios is performed in eachsimulated scenario. The model uses a constant one year liquidity horizon.It has been internally validated by an independent unit. The reviewconsidered the consistency of the proposed methodologies, the scopeof the risk factors and the consistency between the calibration of modelparameters and their usage in the course of simulations with a furtherfocus on the production and on the definition of perimeter.4th quarter 2011 ( * )➤ TABLE 38: INCREMENTAL RISK CHARGE CAPITAL REQUIREMENTSYear to 31 Dec. 2012In millions of eurosMinimum Average Maximum 31 December 2012Average 31 December 2011Incremental Risk Charge 148 258 561 274 515 381(*) The first CRD 3 application date was 31 December 2011.Correlation portfolio (Comprehensive RiskMeasure - CRM)The corporate correlation activity is an activity that consists of tradingand risk managing mainly corporate CDO, to less extent corporate CDO 2and their hedges using single name CDS, CDS indices and i ndex tranches.The valuation framework use both market observable prices (CDS, i ndexand index tranche) and model prices to value the bespoke CDO which areless observable than the previously mentioned products.This activity falls under the structured credit activity trading withinBNP Paribas Fixed income.2902012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYMarket risk5The model used is an internally validated and market standard model that prices the value of the bespoke CDO using market CDS spread and impliedcorrelation levels of the observed Index CDO tranches.➤ TABLE 39: COMPREHENSIVE RISK MEASURE CAPITAL REQUIREMENTSYear to 31 Dec. 201231 December 2011In millions of eurosMinimum Average Maximum 31 December 2012Average4 th quarter 2011 ( * )Comprehensive Risk Measure 161 238 305 161 325 290(*) The first CRD 3 application date was 31 December 2011.Securitisation positions in trading book outsideCorrelation portfolioFor the positions of securitisation treated as financial assets at fair valuethrough profit and loss for accounting purposes, the variations of marketvalues, except accrued interest of the fixed income securities, are storedas “net gain on financial instruments at fair value by P/L” of the profitand loss account.ABS in the trading book are subject to limits as defined by the DebtTrading Risk Policy (DTRP). The DTRP defines a global envelope along withconcentration limits. Limits are monitored daily and Trading is notifiedof any breaches.For Trading Book ABS positions outside the correlation book, thestandardised capital charge applies (as per the standard method forbanking books). The capital requirements are hence calculated as aweighting of the Risk- Weighted Assets (RWA), which is determined basedon the rating of the asset. Capital calculations are based on the secondworst rating of the three rating agencies.➤ TABLE 40: BREAKDOWN OF TRADING BOOK SECURITISATION POSITIONS OUTSIDE CORRELATION BOOKBY ASSET TYPEIn millions of eurosAsset categorySecuritisation positions held or acquired (EAD)31 December 2012 31 December 2011S hort positions L ong positions S hort positions L ong positionsResidential mortgages - 372 - 208Consumer loans - 20 - 23Credit card receivables - 13Loans to corporates - 78 - 141Commercial real-estate properties - 1 - 5Finance leases - 36 - 28Other assets - 9 - 0TOTAL BALANCE SHEET - 516 - 417Other assets 131 1 514 20TOTAL OFF-BALANCE SHEET 131 1 514 20TOTAL 131 517 514 43752012 Registration document and annual financial report - BNP PARIBAS 291

5RISKSAND CAPITAL ADEQUACYMarket risk➤ TABLE 41: QUALITY OF TRADING BOOK SECURITISATION POSITIONS OUTSIDE CORRELATION BOOKIn millions of eurosSecuritisation positions held or acquired (EAD)31 December 2012 31 December 2011Tranche qualityS hort positions L ong positions S hort positions L ong positionsSenior tranche - 490 - 404Mezzanine tranche 21 393 13First-loss tranche 131 6 121 21TOTAL 131 517 514 437Capital requirement for market riskThe market risk calculated using the standardised approach covers themarket risk of some entities of the Group that are not covered by internalmodels.The standardised approach is used to calculate foreign exchange riskfor banking book.(See section 5.7: “Market risk related to banking activities”.)➤ TABLE 42: CAPITAL REQUIREMENT FOR MARKET RISKCalculation approach Type of risk 31 December 2012 31 December 2011 VariationVaR 435 659 ( 223)Stressed VaR 894 1,328 ( 434 )5IRC 274 515 ( 242 )Correlation portfolio 208 325 ( 118 )TOTAL INTERNAL MODEL 1,811 2,827 ( 1,016 )Commodity risk - - -Interest rate risk 4 13 (8)Equity position risk 1 - 1Foreign exchange risk 207 178 29TOTAL STANDARDISED APPROACH 212 191 21TRADING BOOK SECURITISATION POSITIONS 21 62 (41)TOTAL 2,044 3,080 ( 1,036 )A reduction in market risk capital requirement of EUR 1 billion(-EUR 13 billion of RWA) between 2011 and 2012 is observed acrossall market risk capital measures. This reduction mainly corresponds tothe active de-risking of CIB metiers over 2012 and to the decrease ofsensitivities to market parameters.2922012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYMarket risk5➤ TABLE 43: BREAKDOWN OF TRADING BOOK SECURITISATION POSITIONS OUTSIDE CORRELATION BOOK BY TYPE,APPROACH AND RISK WEIGHTIn millions of euros 31 December 2012Calculation methodSecuritisationSecuritisation positions held or acquired (EAD)Short positionsLong positionsResecuritisationTotal SecuritisationTotalShortpositionsCapital requirementLongpositions7% – 10% - - 420 420 - 3 312% – 18% - - 38 38 -20% – 35% - - - 9 18 27 - 1 140% – 75% - - - 9 1 10 - 1 1100% - - - 1 1 2 - 0250% - - 1 1 -350% - - 4 4 - 1 1425% - - 0 -External ratingsbased method - - - 478 24 502 - 6 61,250% - 131 131 12 3 15 16 15 15TOTAL - 131 131 491 26 517 16 21 21TotalIn millions of euros 31 December 2011Calculation methodSecuritisationSecuritisation positions held or acquired (EAD)Short positionsLong positionsResecuritisationResecuritisationTotal SecuritisationResecuritisationTotalShortpositionsCapital requirementLongpositions7% – 10% - - - 399 - 399 - 3 -12% – 18% - - - 12 - 12 - -20% – 35% - - - - - -40% – 75% - - - 4 - 4 - -425% - - - 2 - 2 - 1 -External ratingsbased method - - - 417 - 417 - 3 -1,250% - 514 514 20 21 62 21 62TOTAL - 514 514 417 20 437 62 24 62Total5STRESS TESTINGMarket Risk stress testing frameworkA range of stress tests are performed to simulate the impact of extrememarket conditions on the value on the global trading books. Stress testscover all market activities applying a range of stressed market conditions.The fundamental approach of the current trading book stress testingframework combines “bottom up” and “top down” stress testing:■ Macro Scenarios or “top down”: which comprise the evaluation of a setof macro “top down” global level stress tests. These scenarios assessthe impact of severe market moves on BNPP trading positions relatedto large global or major regional market shock events. They can be basedon historical events or forward-looking hypothetical scenarios. Scenariosinclude events such as an emerging markets crisis, credit crunch and astock markets crash.The official macro stress tests scenarios currently comprise a range of8 different stress tests. The results of these scenarios are reviewed ateach Capital Markets Risk Committee.■■Scenario 1: unexpected rate hike by central banks, driving shorttermrates higher with a flattening of the interest rate curve.Scenario 2: stock market crash, with a flight to quality leading to adrop and a steepening of the interest rate curve.2012 Registration document and annual financial report - BNP PARIBAS 293

5RISKSAND CAPITAL ADEQUACYMarket risk5■■■■■■Scenario 3: generic emerging market crisis designed to test globalrisk of these markets.Scenario 4: credit crunch, leading to a general risk aversion.Scenario 5: Euro crisis, progression of the current Euro Crisis withlow GDP, potential threat of a country leaving the Euro and asignificant weakening of the currency.Scenario 6: Oil s hock scenario driven by severe geopolitical turmoilwithin the Middle East region with severe consequences on energymarkets.Scenario 7: US c risis scenario, mostly based on a structural US crisisspreading towards close economic partners.Scenario 8: Risk-on scenario: rally in equity and emerging markets,low realised volatility and drop in implied volatility in all markets(effectively a return to risky assets).■ Micro Level Scenarios or “bottom up”: i nstead of looking at the effecton the global portfolio, these types of scenarios aim to highlight riskexposures on specific trading desks, regions or risk concentrations.This “bottom-up” approach enables the use of more complex stressscenarios and hence allows the detection of areas of potential losseswhich may not be easily achieved under the global macro scenarios(such as complex market dislocations or idiosyncratic risk). Thisprocess facilitates the classification of risk areas into less liquid orstructural exposures.It is the analysis of the above scenarios which enables the AdverseScenario for the trading books to be constructed. These official globalstress scenarios are presented at each capital markets risk committeealong with the Adverse Scenario and any bottom up stress test yieldingsignificant results.The results of all stress tests are reviewed regularly by ExecutiveManagement and sent to the Board of Directors. Compared with theprevious year, the results of the macro tests revealed lower impacts.They simulate directional shocks which only make up a small part of anoverall set of more sophisticated stress tests. It is no longer meaningful topresent the results of the macro tests in isolation and they have thereforebeen removed from this document.The scenarios take market liquidity into account by simulating the dryingup of certain assets or product liquidity as the stress event unfolds.To understand this process, it can be simplified by considering anapproach where the time horizon for the stress shock can vary betweendifferent instruments/assets (hence more advanced scenarios can takecertain idiosyncratic factors into account). Moreover, it may sometimesbe required to quantify the impact of a stress event occurring with rehedgingassumptions factored into part of the exposure under stress.Stress Testing is governed by the Capital Markets Stress TestingSteering Committee (STSC). The committee meets monthly and sets thedirection of all internal risk departmental stress scenario developments,infrastructure, analysis and reporting. The STSC governs all internalstress testing matters relating to both market and counterparty riskand decides upon the detailed definition of the CMRC official Stress Tests.Whilst stress testing is the core element of the tail risk analysis of thebooks, it complements the analysis of the change in sensitivities of theportfolios following market movements.MARKET RISK RELATED TO BANKING ACTIVITIESThe market risk related to banking activities encompasses the risk of losson equity holdings on the one hand, and the interest rate and foreignexchange risks stemming from banking intermediation activities on theother hand. Only the equity and foreign exchange risks give rise to aweighted assets calculation under Pillar 1. The interest rate risk fallsunder Pillar 2.Interest rate and foreign exchange risks related to banking intermediationactivities and investments are managed by the ALM-Treasury Department.At Group level, ALM-Treasury reports directly to one of the Chief OperatingOfficers. Group ALM-Treasury has functional authority over the ALM andTreasury staff of each subsidiary. Strategic decisions are made by theAsset and Liability Committee (ALCO), which oversees ALM-Treasury’sactivities. These committees have been set up at Group, division andoperating entity level.EQUITY RISKThe following table gives a breakdown of the Group’s equity risk exposuresby investment objective.2942012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYMarket risk5➤ TABLE 44: BREAKDOWN OF RISK EXPOSURE BY INVESTMENT OBJECTIVEExposure (*)In millions of euros31 December 2012 31 December 2011Strategic objective 2,891 2,068Return on investment objective 5,249 4,798Equity investments related to business 6,075 5,849TOTAL 14,215 12,715(*) Fair value (balance sheet + off-balance sheet).Exposures at 31 December 2012 amounted to EUR 14.2 billion, versusEUR 12.7 billion at 31 December 2011. Off-balance sheet items amountedto EUR 4.5 billion at 31 December 2012, versus EUR 3.8 billion at31 December 2011. Guarantees given to UCITS shareholders amountedto EUR 3.3 billion.Exposure [Audited]ScopeThe shares held by the Group outside trading portfolios are securitiesconferring residual and subordinated rights on issuer’s assets or income,or securities representing a similar economic nature.They encompass:■ listed and unlisted shares, including shares in investment funds;➤ TABLE 45: EXPOSURE (*) TO EQUITY RISK■ embedded options of convertible bonds, redeemable or exchangeablefor shares;■ equity options;■ super-subordinated securities;■ private funds commitments;■ equity holdings hedge;■ consolidated entities using the equity method.Accounting principles and valuation methodsAccounting principles and valuation methods are set out in note 1 of thefinancial consolidated statement – Summary of significant accountingpolicies applied by the BNP Paribas Group - 1.c.9 Determination of marketvalue.5In millions of euros 31 December 2012 31 December 2011Internal model method 12,385 11,198Listed equities 3,813 3,111Other equity exposures 5,906 5,343Private equity in diversified portfolios 2,666 2,744Simple risk weight method 788 622Listed equities 7 5Other equity exposures 127 34Private equity in diversified portfolios 654 584Standardised approach 1,042 895TOTAL 14,215 12,715(*) Fair Value.Growth in equity risk exposures despite asset sales was mainly due toKlépierre being accounted for by the equity method as of March 2012,coupled with an increase in unrealised gains.Total gains and lossesTotal gains and unrealised losses recorded in shareholders’ equity areset out in note 5.c. of the financial consolidated statement – Availablefor-salefinancial assets.Risk-weighted assetsEquity Risk ModelOn the historical perimeter of BNP Paribas, the Group uses an internalmodel, derived from the one used for the calculation of daily Value-at-Risk of trading portfolios. However, the application of horizon parametersand confidence interval differ in accordance with article 59-1-c sectionii of the Decree on 20 February 2007 of the French Ministry of Economy,Finance and Industry. This model allows estimating on this perimeter thevalue at risk of the Group at a 99% confidence level on a 3 months horizon.2012 Registration document and annual financial report - BNP PARIBAS 295

5RISKSAND CAPITAL ADEQUACYMarket riskRisk factors selected for estimating equity holdings risk depend on thelevel of availability and usability of securities prices data:■ listed securities whose historical prices series are long enough aredirectly selected as risk factors;■ for other listed securities and for unlisted securities, each investmentline is attached to a systemic risk factor representative of the businesssector and geographic zone where the issuer operates, plus an equityspecificrisk factor;■ for equity holdings of companies operating outside the Euro zone, arisk factor corresponding to the exchange rate is added.This model was validated by the French banking supervisory authoritiesin the context of approval for the calculation of capital requirements forequity risk. Temporarily, pending method convergence, the approach usedfor BNP Paribas Fortis’s scope and BGL BNP Paribas is the one approvedby the Belgian regulator, the BNB.➤ TABLE 46: EQUITY RISK- WEIGHTED ASSETS5Risk-weighted assetsEquity riskIn millions of euros31 December 2012 31 December 2011 VariationInternal model 21,496 23,461 ( 1,965)Listed equities 7,734 8,670 ( 395)Other equity exposures 7,321 8,576 ( 1,796)Private equity exposures in diversified portfolios 6,441 6,215 226Simple weighting method 1,733 1,248 485Listed equities 21 14 7Other equity exposures 468 125 343Private equity exposures in diversified portfolios 1,244 1,109 135Standardised approach 1,148 1,066 82TOTAL EQUITY RISK 24,377 25,775 ( 1,398)The change in risk-weighted assets in 2012 stemmed primarily from thesale of listed equity interests, while the recovery in the equity markets inthe second half led furthermore to an increase in unrealised gains. Thepartial disposal of Klépierre led to a loss of control; t he residual interestis now accounted for by the equity method, which has offset much of thepositive impact of other disposals.Foreign exchange riskCalculation of risk-weighted assetsForeign exchange risk relates to all transactions part of the banking book.Group entities calculate their net position in each currency, includingthe euro. The net position is equal to the sum of all asset items less allliability items plus off-balance sheet items (including the net forwardcurrency position and the net delta-based equivalent of the currencyoption book), less structural, non-current assets (long-term equityinterests, property, plant and equipment, and intangible assets). Thesepositions are converted into euros at the exchange rate prevailing onthe reporting date and aggregated to give the Group’s overall net openposition in each currency. The net position in a given currency is longwhen assets exceed liabilities and short when liabilities exceed assets. Foreach Group entity, the net currency position is balanced in the relevantcurrency (i.e. its reporting currency) such that the sum of long positionsequals the sum of short positions.The rules for calculating the capital requirement for foreign exchangerisk are as follows:■ matched positions in currencies of Member States participating inthe European Monetary System are subject to a capital requirementof 1.6% of the value of the matched positions;■ CFA and CFP francs are matched with the euro, and are not subject toa capital requirement;■ positions in closely correlated currencies are subject to a capitalrequirement of 4% of the matched amount;■ other positions, including the balance of unmatched positions in thecurrencies mentioned above, are subject to a capital requirement of8% of their amount.2962012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYMarket risk5Foreign exchange risk and hedging of earningsgenerated in foreign currencies [A udited]The Group’s exposure to operational foreign exchange risks stems fromthe net earnings in currencies other than the euro. The Group’s policyis to hedge the variability of its earnings due to currency movements.Earnings generated locally in a currency other than the operation’sfunctional currency are hedged locally. Net earnings generated by foreignsubsidiaries and branches and positions relating to portfolio impairmentare managed centrally.Foreign exchange risk and hedging of netinvestments in foreign operations [A udited]The Group’s currency position on investments in foreign operations arisesmainly on branch capital allocations and equity interests denominatedin foreign currencies, financed by purchasing the currency in question.The Group’s policy consists in hedging portfolio exposure to liquidcurrencies. This policy is implemented by borrowing amounts in thesame currency as the one of equity investments. Such borrowings aredocumented as hedges of net investments in foreign operations.INTEREST RATE RISK [A udited]Organisation of the Group interest riskmanagementInterest rate risk on the Bank's equity and investments is also managedby ALM-Treasury, in the equity and investments book. Interest rate andforeign exchange risks related to the banking intermediation activitiesand investments are managed by the ALM-Treasury Department .Transactions initiated by each BNP Paribas business line are transferredto ALM-Treasury via internal contracts booked in the managementaccounts or via loans and borrowings. ALM-Treasury is responsible formanaging the interest rate risk inherent in these transactions.The main decisions concerning positions arising from bankingintermediation activities are taken at monthly or quarterly Committeemeetings for each business line. These meetings are attended by themanagement of the business line, ALM-Treasury, Group Developmentand Finance and GRM.Measurement of interest rate riskInterest rate positions in the banking book are measured in terms ofinterest rate gaps, with embedded behavioural options translatedinto delta equivalents. In the interest rate gaps, the maturity split isdetermined on the basis of the contractual terms of the transactions andhistorical observations of customer behaviour. For retail banking products,behavioural models are based on historical data and econometric studies.The models deal with early repayments, current accounts in credit anddebit and savings accounts. Theoretical maturities of equity capital aredetermined according to internal assumptions.Options-based positions are also shown in a specific indicator that reflectsthe convexity effects. This indicator is used for client products withunderlying behavioural options, in order to fine-tune hedging strategies.In the case of retail banking activities, structural interest rate risk is alsomeasured on a going-concern basis, incorporating dynamic changes inbalance sheet items, through an earnings sensitivity indicator. Due to theexistence of partial or even zero correlations between customer interestrates and market rates, and the volume sensitivity caused by behaviouraloptions, rotation of balance sheet items generates a structural sensitivityof revenues to interest rate changes.The choice of indicators and risk modelling are controlled by dedicatedGroup Risk Management teams. The results of these controls arepresented regularly to ad hoc committees and once a year to the Boardof Directors.These indicators are systematically presented to the ALM Committees,and serve as the basis for hedging decisions taking into account thenature of the risk involved.Risk limitsFor the customer banking intermediation books, overall interest-rate riskfor Retail Banking entities is subject to a primary limit, based on thesensitivity of revenues to changes in nominal and real interest rates andin inflation. The limit is based on annual revenues, in order to controluncertainty about future fluctuations in revenues caused by changes ininterest rates. This limit is supplemented beyond the three-year timeframe by an interest-rate gap limit, expressed as a percentage of customerdeposits. This percentage is a declining function of the managementperiod. This limit is used to manage long-term interest-rate risk.For other businesses, interest-rate risk is controlled by technical interestrategap limits.Sensitivity of revenues to general interest-rate riskThe sensitivity of revenues to a change in interest rates is one of thekey indicators used by the Group in its analysis of overall interest-raterisk. The sensitivity of revenues is calculated across the entire bankingbook including the customer banking intermediation businesses, equity,excluding market activities, and for all currencies to which the Groupis exposed. It relies on reasonable activity assumptions over the samehorizon as the indicator.The indicator is presented in the table below. Over a one-year horizon,the banking intermediation book’s exposure to interest-rate risk is limited:an increase of 100 basis points in interest rates right across the yieldcurve would lead to an increase of about 0.9% in the Group’s revenues,all currencies combined.52012 Registration document and annual financial report - BNP PARIBAS 297

5RISKSAND CAPITAL ADEQUACYMarket risk➤ TABLE 47: SENSITIVITY OF REVENUES TO GENERAL INTEREST-RATE RISK BASED ON A 100 BASIS POINT INCREASEIN INTEREST RATES31 December 2012In millions of eurosEuros Other currencies TotalSensitivity of 2012 revenues 354 10 36431 December 2011In millions of eurosEuros Other currencies TotalSensitivity of 2011 revenues 224 119 3435Since the books of financial instruments resulting from the Group’sbanking intermediation activities are not intended to be sold, they arenot managed on the basis of their value. Nonetheless, the sensitivity ofthe value of these books is calculated in order to measure the overallinterest-rate risk over all time horizons. The sensitivity of the value to a200 basis point increase in interest rates is 6.8% of the Group’s regulatorycapital, compared with the limit of 20% laid down in the Basel regulations.HEDGING OF INTEREST RATE AND FOREIGNEXCHANGE RISKS [A udited]Hedging relationships initiated by the Group mainly consist of interestrate or currency hedges using derivative financial instruments (swaps,options and forwards).Depending on the hedging objective, derivative financial instrumentsused for hedging purposes are qualified as either fair value hedges,cash flow hedges, or hedges of net investments in foreign operations.Each hedging relationship is formally documented at inception. Thedocumentation describes the hedging strategy, identifies the hedgeditem and the hedging instrument, and the nature of the hedged risk;and describes the methodology used to test the expected (prospective)and actual (retrospective) effectiveness of the hedge.Interest rate risk in the banking bookThe Bank’s strategy for managing global interest-rate risk is based onclosely monitoring the sensitivity of the Bank’s earnings to changes ininterest rates, factoring in all interest-rate risks. This procedure requiresan extremely accurate assessment of the risks incurred so that the Bankcan determine the most appropriate hedging strategy, after taking intoaccount the effects of netting the different types of risk. These hedgingstrategies are defined and implemented by entity and by currency.The hedges comprising swaps and options are typically accounted foras fair value hedges or cash flow hedges. They may also take the formof government securities and are mostly accounted in the “Available ForSale” category.The exceptional measures introduced by the ECB in December 2011(LTROs and sovereign debt buyback plan) had the effect of easing liquidityand credit spreads in 2012. However, the economic outlook in the eurozone remained uncertain, causing interest rates to fall to record lows.When the ECB cut its key rate in July, Eonia fell to below 10 bp, whilstlong rates fell relatively regularly throughout the year. In this climate, itis important to note that European inflation remained above 2%.■ In France the deposit to loan ratio improved further in 2012 andthe interest rate structure of loans changed gradually following aslowdown in mortgage origination and an increase in the maximumlimit on the Livret A passbook account, which is affected by aninflation-related risk.■ The Belgian and Luxembourg branch networks have a deposit to loanratio in excess of 100%. Their main focus in terms of interest rate riskin 2012 was therefore on hedging savings accounts, volumes of whichcontinued to grow.Broadly-speaking, the prolonged decline in interest rates put pressure onintermediation margins in the branch networks. This trend was reinforcedby the introduction of floor rates on savings accounts due to regulatoryconstraints (floor inflation on Livret A passbook accounts in France) andvery short-term market rates of close to 0%. Against this background,the Group adapted its hedging policy to the environment, either throughswaps or options. Special attention was also paid to hedging basis riskdue to index differences.The hedges comprising derivatives and options are typically accountedfor as fair value hedges or cash flow hedges. They may also take the formof government securities and are mostly accounted in the “Available ForSale” category.2982012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYMarket risk5Structural foreign exchange riskCurrency hedges are contracted by the ALM Department in respect of theGroup’s investments in foreign currencies and its future foreign currencyrevenues. Each hedging relationship is formally documented at inception.The documentation describes the hedging strategy, identifies the hedgeditem and the hedging instrument, and the nature of the hedged risk anddescribes the methodology used to test the expected (prospective) andactual (retrospective) effectiveness of the hedge.A hedging relationship is applied and documented for investments insubsidiaries and branches financed by foreign currency loans so as torecord movements in exchange rates symmetrically and avoid impactson the profit and loss account. These instruments are designated as netinvestment hedges.Fair value hedges are used to hedge the currency risk on equityinvestments in non-consolidated companies.During 2012, no net investment hedge relationship was disqualified.The Group hedges the variability of components of BNP Paribas’ earnings,in particular the highly-probable future revenue streams (mainly interestincome and fees) denominated in currencies other than the eurogenerated by the Group’s main businesses, subsidiaries or branches.Hedging of financial instruments recognised in thebalance sheet (F air V alue H edge )Fair value hedges of interest rate risks relate either to identified fixedrateassets or liabilities, or to portfolios of fixed-rate assets or liabilities.Derivatives are contracted to reduce the exposure of the fair value ofthese instruments to changes in interest rates.Identified assets consist mainly of available-for-sale securities; identifiedliabilities consist mainly of debt issued by the Group.Hedges of portfolios of financial assets and liabilities, constructed bycurrency, relate to:■ fixed-rate loans (property loans, equipment loans, consumer creditand export loans);■ fixed-rate customer deposits (demand deposits, funds deposited underhome savings contracts).To identify the hedged amount, the residual balance of the hedged item issplit into maturity bands, and a separate amount is designated for eachband. The maturity split is determined on the basis of the contractualterms of the transactions and historical observations of customerbehaviour (prepayment assumptions and estimated default rates).Demand deposits, which do not bear interest at contractual rates, arequalified as fixed-rate medium-term financial liabilities. Consequently,the value of these liabilities is sensitive to changes in interest rates.Estimates of future cash outflows are based on historical analyses. Noallowance is made prospectively for the effects of potential increases incustomer wealth or for the effects of inflation.For each hedging relationship, expected hedge effectiveness is measuredby ensuring that for each maturity band, the fair value of the hedgeditems is greater than the fair value of the designated hedging instruments.Actual effectiveness is assessed on an ex-post basis by ensuring that themonthly change in the fair value of hedged items since the start of themonth does not indicate any over-hedging.Cash Flow HedgeIn terms of interest rate risk, the Group uses derivative instruments tohedge fluctuations in income and expenses arising on floating-rate assetsand liabilities. Highly probable forecast transactions are also hedged.Hedged items are split into maturity bands by currency and benchmarkinterest rate. After factoring in prepayment assumptions and estimateddefault rates, the Group uses derivatives to hedge some or all of the riskexposure generated by these floating-rate instruments.In terms of foreign exchange risk, the Group hedges against variabilityin components of consolidated earnings. In particular, the Group mayhedge future revenue flows (especially interest and fee/commissionincome) derived from operations carried out by its main subsidiariesand/or branches in a currency other than their functional currencies. Asin the case of interest rate hedges, the effectiveness of these hedgingrelationships is documented and assessed on the basis of forecastmaturity bands.The table below concerns the scope of BNP Paribas SA’s medium- andlong-term transactions and shows the amount of hedged future cashflows (split by forecast date of realisation), which constitute the majorityof the Group’s transactions.52012 Registration document and annual financial report - BNP PARIBAS 299

5RISKSAND CAPITAL ADEQUACYSovereign risks➤ TABLE 48: CASH FLOWS HEDGED.In millions of euros 31 December 2012 31 December 2011Period to realisationLess than1 year1 to5 yearMore than5 years TotalLess than1 year1 to5 yearMore than5 years TotalHedged cash flows 309 888 546 1,743 746 1,796 1,132 3,674In the year ended 31 December 2012, several hedges of future incomerepresenting a non-material impact on profit and loss were requalifiedas ineligible for hedge accounting on the grounds that the related futureevent would be no longer highly probable (see Financial Statementnote 2.c).5.8 Sovereign risks [A udited]5Sovereign risk is the risk of a State defaulting on its debt, i.e. a temporaryor prolonged interruption of debt servicing (interests and/or principal).The Group holds sovereign bonds as part of its liquidity managementprocess. Liquidity management is based on holding securities eligibleas collateral for refinancing by central banks and includes a substantialshare of highly rated debt securities issued by governments, representinga low level of risk. Moreover, as part of its assets and liability managementand structural interest-rate risk management policy, the Group also holdsa portfolio of assets including sovereign debt instruments, with interestratecharacteristics that contribute to its hedging strategies. In addition,the Group is a primary dealer in sovereign debt securities in a numberof countries, which leads it to take temporary long and short tradingpositions, some of which are hedged by derivatives.Exposures to euro zone sovereign debt in the Group's banking bookamounted to EUR 44.0 billion at 31 December 2012, before revaluationand including accrued interest. This compares to an exposure of EUR 58.1billion at 31 December 2011 and EUR 73.9 billion at 30 June 2011, whenthe crisis first hit several sovereign issuers in the euro zone.The EUR 14.2 billion decline in the book during the year was due to theexchange of securities related to the Greek debt restructuring, disposalsand redemptions collected (EUR -17 billion related mostly to securitiesissued by Italy, France, Belgium, Germany and the Netherlands), partlyoffset by acquisitions (securities worth EUR 4 billion issued by France,Belgium and Italy).Securities of non-euro zone sovereign issuers held within the bankingbook amounted to EUR 19.2 billion as of 31 December 2012 comparedwith EUR 16 billion at 31 December 2011 .3002012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYSovereign risks5➤ TABLE 49: BANKING AND TRADING BOOKS SOVEREIGN EXPOSURES BY GEOGRAPHICAL BREAKDOWN31 December 2012 Banking Book (1) Trading BookIn millions of eurosEurozoneCentral GovernmentsCentral GovernmentsSecurities Loans CDS Cash (2) Derivatives (3)C ounterpartyrisk (2)Austria 105 0 0 564 ( 672 ) 22Belgium 16,493 340 0 ( 80 ) 917 188Cyprus 5 0 0 0 ( 2 ) 0Estonia 0 0 0 0 20 0Finland 290 0 0 472 ( 225 ) 0France 10,011 133 40 ( 4,539 ) 743 11Germany 547 0 ( 50 ) 359 28 312Italy 11,930 641 102 807 399 4,474Luxembourg 46 0 0 217 0 0Malta 0 0 0 0 0 0Netherlands 3,195 0 0 ( 217 ) 359 ( 2,350 )Slovakia 30 0 0 ( 4 ) ( 203 ) 0Slovenia 38 0 ( 4) ( 2 ) ( 148 ) 0Spain 459 0 0 285 ( 218 ) 8Programme countriesGreece (*) 0 5 0 9 0 189Ireland 212 0 0 ( 9 ) ( 16 ) 0Portugal 590 0 0 22 ( 3 ) 0TOTAL EUROZONE 43,950 1,120 88 ( 2,118 ) 977 2,854Other EEA countriesBulgaria 2 0 0 6 ( 15 ) 0Czech Republic 165 0 0 58 ( 3 ) 0Denmark 0 0 0 31 ( 35 ) 0Hungary 66 50 ( 8) 192 6 0Iceland 0 0 0 0 12 0Latvia 0 0 0 17 6 0Liechtenstein 0 0 0 0 0 0Lithuania 21 0 4 4 26 7Norway 68 0 0 3 ( 1 ) 0Poland 889 0 0 ( 66 ) 0 0Romania 0 47 0 53 ( 27 ) 0Sweden 0 0 0 18 15 32United Kingdom 1,646 0 0 ( 950 ) ( 69 ) 0OTHER EEA COUNTRIES 2,857 97 ( 4) ( 633 ) ( 84 ) 39TOTAL EEA 30 46,807 1,217 85 ( 2,751 ) 893 2,892United States 5, 593 371 0 6, 499 ( 4, 105 ) 0Japa n 6, 655 0 0 173 ( 220 ) 15Others 6, 963 2, 928 ( 4 ) 6, 238 2, 107 84TOTAL 66,017 4,515 80 10,159 ( 1,325 ) 2,99252012 Registration document and annual financial report - BNP PARIBAS 301

5RISKSAND CAPITAL ADEQUACYSovereign risks531 December 2011 Banking Book (1) Trading BookIn millions of eurosEurozoneCentral GovernmentsCentral GovernmentsSecurities Loans CDS Cash (2) Derivatives (3)C ounterpartyrisk (2)Austria 539 0 0 44 ( 26 ) 0Belgium 17,383 1,826 0 ( 218) ( 369 ) 12Cyprus 22 0 0 31 ( 18 ) 0Estonia 0 0 0 0 20 0Finland 293 0 0 240 ( 364 ) 2France 13,981 161 101 ( 3,375 ) 2,898 216Germany 2,550 0 0 ( 1,230 ) ( 29 ) 273Italy 12,656 552 92 1,063 111 3,242Luxembourg 31 147 0 0 0 0Malta 0 0 0 0 0 0Netherlands 7,423 1,685 0 ( 919 ) 600 11Slovakia 29 0 0 2 ( 157 ) 0Slovenia 41 0 0 230 ( 188 ) 0Spain 457 349 0 58 ( 59 ) 6Programme countriesGreece (*) 1,041 5 0 78 13 167Ireland 274 0 0 ( 10 ) 37 19Portugal 1,407 0 0 ( 15 ) 62 0TOTAL EUROZONE 58,127 4,726 193 ( 4,021 ) 2,531 3,948Other EEA countriesBulgaria 0 0 0 0 0 0Czech Republic 164 0 0 1 ( 5 ) 0Denmark 0 0 0 ( 65 ) ( 40 ) 0Hungary 201 0 0 161 ( 9 ) 0Iceland 0 0 0 0 42 0Latvia 0 0 0 0 16 0Liechtenstein 0 0 0 0 0 0Lithuania 36 0 7 1 8 0Norway 51 0 0 4 7 0Poland 1,650 0 0 33 79 0Romania 0 59 0 13 1 0Sweden 0 0 0 ( 42 ) ( 60 ) 0United Kingdom 679 0 0 ( 664 ) ( 69 ) 10OTHER EEA COUNTRIES 2,781 59 7 ( 558 ) ( 30 ) 10TOTAL EEA 30 60,908 4,784 200 ( 4,579 ) 2,501 3,958United States 4,782 378 0 4,226 (3,893) 9Japa n 6,035 0 0 4,530 (733) 19Others 5,147 3,154 0 4,536 (677) 126TOTAL 76,872 8,316 200 8,713 ( 2,803 ) 4,112(1) Banking book are reported in accounting value before impairment for depreciation, in particular in the case of Greece.(2) The issuer risk on trading book sovereign securities and the counterparty risk on the derivatives concluded with sovereign counterparts are reported inmarket value, representing the maximum loss in the case of an event of default of the sovereign (assuming zero recovery).(3) Net Issuer Risk on Credit Derivative Products (CDS Single Name/TRS) and on Synthetic Treasury exposures through swaps (CMT). Net Issuer Riskcorresponds to the maximum loss which would be incurred in the evemt of default of the sovereign (assuming zero recovery).3022012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYLiquidity and funding risk55.9 Liquidity and fund ing risk [A udited]Liquidity and fund ing risk is the risk of the Group being unable to fulfilcurrent or future foreseen or unforeseen cash or collateral requirementswithout affecting routine transactions or its financial position. This riskmay arise as a result of total or partial lack of liquidity in certain assetsor to the disappearance of certain funding sources. It may be related tothe bank itself (reputation risk) or to external factors (crisis in certainmarkets).Liquidity and fund ing risk is managed through a global liquidity policyapproved by Group Executive Management. This policy is based onmanagement principles designed to apply both in normal conditionsand in a liquidity crisis. The Group’s liquidity position is assessed on thebasis of internal standards, warning flags and regulatory ratios.LIQUIDITY RISK MANAGEMENT POLICYPOLICY OBJECTIVESThe objectives of the Group’s liquidity management policy are to (i) securea balanced financing mix for the Group’s activities; (ii) ensure that theGroup is always in a position to deliver its obligations to its customers; (iii)ensure that it does not trigger a systemic crisis solely by its own actions;(iv) comply with the standards set by the local banking supervisor; (v)cope with any liquidity crises; and (vi) control its cost of fund ing .ROLES AND RESPONSIBILITIES INLIQUIDITY RISK MANAGEMENTThe Internal Control, Risk and Compliance Committee reports quarterlyto the Board of Directors on liquidity policy principles and the Group’sposition.The Group’s Executive Committee sets the general liquidity riskmanagement policy, including risk measurement principles, acceptablerisk levels and internal liquidity pric ing rules. Responsibility for monitoringand implementation has been delegated to the Group ALM Committee.Dashboard reports are sent to the Group’s Executive Committee monthly,weekly or daily depending on the market environment .Group ALM Committee authorises implementation of the liquidity policyproposed by ALM Treasury, which relies on the principles set by theExecutive Committee. The Executive Committee is notably informed ona regular basis of liquidity risk indicators, stress tests, and the executionof funding program. It is also informed of any crisis situation, and isresponsible for deciding on the allocation of crisis management rolesand approving emergency plans.After validation by Group ALM Committee, ALM-Treasury is responsiblefor implementing the policy throughout the Group. The business line andentity ALM Committees implement at local level the strategy approvedby Group ALM Committee.Group Risk Management (GRM) contributes to defining liquidity policyprinciples. It also provides second-line control by validating the models,risk indicators (including liquidity stress tests), limits and marketparameters used. GRM takes part in the Group ALM Committee and thelocal ALM Committees.CENTRALISED LIQUIDITY RISKMANAGEMENTALM-Treasury is responsible for managing liquidity for the entire Groupacross all maturities. In particular, it is responsible for fund ing andshort-term issuance (certificates of deposit, commercial paper, etc.),for senior and subordinated debt issuance (MTNs, bonds, medium/long-term deposits, covered bonds, etc.), preferred share issuance , andloan securitisation programmes for the retail banking business andCIB’s financing activities. ALM-Treasury is tasked with providing internalfinancing to the Group’s core businesses, operational entities and businesslines, and investing their surplus cash. It is also responsible for buildingup and managing liquidity reserves, which comprise assets that can beeasily liquidated in the event of a liquidity squeeze.52012 Registration document and annual financial report - BNP PARIBAS 303

5RISKSAND CAPITAL ADEQUACYLiquidity and funding riskLIQUIDITY RISK MANAGEMENT AND SUPERVISIONInternal liquidity management is underpinned by a full range of standardsand indicators at various maturities. The liquidity position is measuredregularly by currency and by maturity, at both Group and entity level.Liquidity risk management and supervision is predicated on the followingindicators:■ the Bank’s cash balance sheet;■ wholesale funding indicators;■ liquidity reserve;■ internal liquidity pr icing;■ regulatory ratios.The main liquidity risk mitigation techniques are building up a liquidityreserve, diversifying funding sources and extending financing maturities.PRESENTATION OF INDICATORS AND TRENDS IN 20125CASH BALANCE SHEETThe Bank’s cash balance sheet is a presentation of the balance sheetadapted to provide an analysis of the Group’s liquidity.Taking the accounting balance sheet as a basis, the main followingadjustments are made:1) transition from the Group’s consolidated accounting balance sheetto the Bank’s prudential balance sheet, by accounting for the Group’sinsurance entities and efficient securitisation vehicles as associates(see table 3 section 5.2);2) netting of derivative financial instruments accounts (including hedginginstruments), repurchase agreements and other financial instrumentsmeasured through profit or loss and payables/receivables, recognisedas assets under the heading “Trading assets with clients” ;3) netting of some banking book repos mostly with debt securitiesrecognised as assets under the heading “Trading assets with clients” ;4) reclassification of certain balance sheet items :a. the Group’s debt securities placed with retail clients transferred tocustomer deposits, (see table 50);b. funding arising from monetary policy allocated to short-termfunding, even if duration can be higher than one year, for exampleLTRO deals .The resulting cash balance sheet is shown hereafter.The diagram below shows the adjustments to the accounting balancesheet made at 31 December 2012 to obtain the Group’s cash balancesheet.3042012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYLiquidity and funding risk5➤ FIGURE 8: CONSOLIDATED BALANCE SHEET TO CASH BALANCE SHEET RECONCILIA TIONin Md€ASSETSLIABILITIESTrading book derivatives(including derivatives used for hedging purposes)Reverse repos and other financial assets at fairvalue through P&L(mainly excluding share relative to Insurance)Accrued income and other assets425298105€59bn42225889Trading book derivatives(including derivatives used for hedging purposes)Repos and other financial liabilities at fair valuethrough P&L(mainly excluding debt securities and subordinateddebt)Accrued expenses and other liabilities974CashBalanceSheet31.12.12*974Transition to prudential scope152152Transition to prudential scope1,907 1,907* Excluding repurchase agreements (€12bn), mainly netted with fixed income securities on the asset side of the cash balance sheet.The cash balance sheet assesses the equilibrium of the balance sheetstructure by measuring:■ funding needs of customer activities (customer trading book, customerloans and Group tangible and intangible assets);■ the Group’s stable funding broken down into equity and relatedaccounts , client deposits and medium/long-term wholesale funding;■ the excess reflects the Group’s surplus of stable funding relativeto funding needs of customer activities that can be invested inpredominantly liquid assets to contribute to the Bank’s liquidityreserve;■ short-term wholesale funding invested in predominantly liquid assetsto contribute to the Bank’s liquidity reserve .C ash balance sheet is used as an internal management tool for theGroup’s business lines and/or entities.Medium and long-term liquidity management is mainly based on themedium and long-term assets vs. liabilities mismatch analysis.52012 Registration document and annual financial report - BNP PARIBAS 305

5RISKSAND CAPITAL ADEQUACYLiquidity and funding riskTrends in the cash balance sheet in 2012 are presented hereafter.➤ FIGURE 9: CASH BALANCE SHEET TREND972ASSETSEUR 31bn31/12/11974SURPLUSEUR 69bn31/12/12974LIABILITIES972Deposits with central banksInterbank assetsFixed income securitiesTrading assets with clients5545120611003412059185140189151ST fundingMLT fundingCustomer loans639610Funding needs ofcustomer activityStable funding551546Client depositsTangible and intangible assets52519886Equity and related accounts31/12/1131/12/1231/12/1231/12/115Trends in the Group’s cash balance sheet reflect the completion of itsadjustment plan ahead of the new capital and liquidity requirements.The main changes on the asset side of the 2012 cash balance sheet were:■ the EUR 29 billion decrease in customer loans mainly due to actionstaken under the adjustment plan, particularly by CIB but also by theGroup’s other entities;■ the increase in central bank deposits which reflects the adaptationplans completed by the business lines and the asset allocation strategypending clarification of the liquidity classification of various asset typesfor regulatory liquidity ratios. A portion of interbank assets has thusbeen reallocated to central bank deposits.The main changes on the liability side of the 2012 cash balance sheetwere:■ MLT funding decrease by EUR 11 billion due to more maturing dealsthan new origination, in line with the Group’s balance sheet reduction;■ the change in customer deposits due to inflows in the domesticnetworks;■ t he increase in equity and related accounts stemming from theaccumulation of Group equity and reserves, an increase in revaluationreserves and an increase in provisions for contingencies and charges.WHOLESALE FUNDING INDICATORSPresentation of trends in MLT funding in the Bank’scash balance sheetMLT funding sources depend on conditions in the debt markets (trends inspreads required by the market) and are diversified by type of investor,geographical area and currency.Funding sources are diversified through the various distribution networks,entities, currencies and collateralised or non-collateralised financingprogrammes.The financing structure can also be improved by extending maturities,and target ing more stable funding sources.3062012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYLiquidity and funding risk5➤ TABLE 50: TRENDS IN MLT WHOLESALE FUNDING IN THE CASH BALANCE SHEETIn billions of eurosAt 31 December2011Neworigination Redemption Buy-backCalle xerciseFX impactand otherAt 31 December2012MLT debt securities issued 141.7 33 ( 28.1) ( 3.3) ( 4.0) 0.1 139.4Other funding 57.3 6.3 ( 14.2) ( 2.8) ( 1.4) 2.2 47.4TOTAL MLT FUNDING 199.0 39.3 ( 42.3) ( 6.1) ( 5.4) 2.3 186.8MLT debt placed with clients ( 47.6) ( 46.8)MLT funding in the cashbalance sheet 151.4 140.0Funding raised by the Group in the markets with an initial maturity ofover 1 year came to EUR 39.3 billion in 2012 (EUR 47.4 billion in 2011),with an average maturity of about 5.3 years.The amount of debt securities issued classified as MLT fundingcomprises debt securities measured at fair value through profit or loss,(EUR 41.6 billion) and debt securities measured at amortised cost withan initial maturity of more than one year (EUR 102.2 billion) excludingperpetual subordinated debt , as presented in note 5.i to the financialstatements. In the cash balance sheet, these amounts are adjusted forthe debt securities taken up by Group entities that do not belong to theBank’s prudential scope.MLT collateralised wholesale fundingMLT collateralised wholesale funding (*) is measured by separating outassets representing securities and loans:➤ TABLE 51: MLT COLLATERALISED WHOLESALE FUNDING31 December 2012 31 December 2011In billions of eurosCollateral used (**) Funding raised (***) Collateral used (**) Funding raised (***)Loans and receivables 53.6 42.1 66.7 49.6Securities 12.2 10.6 12.2 11.1TOTAL 65.8 52.7 79.0 60.7(*) Funding obtained from central banks is not considered as MLT wholesale funding in the internal indicators and is therefore not included in this table.(**) Amounts gross of haircuts.(***) Amounts net of haircuts.5MLT collateralised wholesale funding represents 28% of the total Group’s MLT funding. The Bank carefully manages its proportion of secured fundingand the associated overcollateralisation.LIQUIDITY RESERVEIn addition to the structural indicators presented above, liquidity stresstests are performed regularly on short maturities, based on marketfactors and/or factors specific to the Group. The availability of sufficientliquidity reserves to cope with an unexpected surge in liquidity needs isregularly measured at Group and entity level.The liquidity reserve comprises deposits with central banks, availablesecurities and loans eligible for central bank refinancing and availablesecurities that can be financed through repurchase agreements orimmediately sold on the market.The Bank’s treasury position is adjusted by managing the liquidity reserve,which comprises deposits with central banks and highly liquid assets.One way to strengthen the liquidity reserve is to transform less liquidassets into liquid assets by securitising pools of loans (see section 5.5on Proprietary Securitisation).2012 Registration document and annual financial report - BNP PARIBAS 307

5RISKSAND CAPITAL ADEQUACYLiquidity and funding riskThe table below shows trends in the liquidity reserve.➤ TABLE 52: LIQUIDITY RESERVEIn billions of euros 31 December 2012 31 December 2011Eligible assets 189 203Utilisations 68 98-o/w monetary policy 42 49-o/w repos 22 44-o/w other 4 5Available eligible assets 121 105Central bank deposits 100 55-o/w mandatory reserves 9 12TOTAL LIQUIDITY RESERVE 221 160The increase in available eligible securities in 2012 excluding centralbank deposits is due to rationalised use of eligible assets. The Bank alsosignificantly increased its central bank deposits during the year. TheGroup’s liquidity surpluses have been allocated to this type of investmentpending clarification on what are considered to be liquid assets for thepurpose of the regulatory liquidity ratios.REGULATORY LIQUIDITY RATIOSThe 1-month liquidity ratio is calculated monthly for the parent companyBNP Paribas SA (French operations and branches).The average 1-month regulatory liquidity ratio for BNP Paribas SA (parentcompany and branches) was 163% in 2012 compared with a minimumrequirement of 100%.5INTERNAL LIQUIDITY PR ICINGAll of the Group’s assets and liabilities are subject to internal liquiditypricing, the principles of which are decided by the Group ALM Committeeand aim to take account of trends in the cost of market liquidity and thebalance between assets and liabilities.3082012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYOperational risk55.10 Operational riskRISK REDUCTION AND HEDGING POLICY [A udited]RISK MANAGEMENT FRAMEWORKRegulatory frameworkOperational risk management is governed by a strict regulatoryframework:■ Basel Committee Regulation, which requires the allocation of capitalto operational risk;■ Regulation CRBF 97-02 as amended, which requires implementation ofa risk management system covering all types of risk and an internalcontrol system that ensures the effectiveness and quality of the Bank’sinternal operations, the reliability of internal and external information,the security of transactions and compliance with all laws, regulationsand internal policies.➤ FIGURE 10 : EVALUATION PROCESS OF OPE RATIONA L RISKObjectives and principlesTo meet this dual requirement of measuring and managing operationalrisk, BNP Paribas has developed a five-stage iterative risk managementprocess:■ identifying and assessing operational risks;■ formulating, implementing and monitoring the risk mitigation system,including procedures, checks and all organisational elements designedto help to control risk, such as segregation of tasks, management ofaccess rights, etc.;■ producing risk measures and calculating the capital charge foroperational risk;■ reporting and analysing oversight information relating to theoperational permanent control process;■ managing the system through a governance framework that involvesmembers of management, preparing and monitoring action plans.5ReportingLeft/middlesquare riskmeasurementProcess &OrganisationControlsMonitoringRisk identification and assessmentThere are two key components to the system, which are structuring inscope and illustrate the complementary nature of the Group’s operationalrisk and permanent control systems:■ calculating capital requirements for the BNP Paribas scope is based ona hybrid approach that combines an internal model for the majorityof entities with the standardised or basic approach for other entitiesdepending on their level of maturity. Under the Advanced MeasurementApproach (AMA), loss distributions are modelled and calibrated usingtwo sets of data: historical event data since 2002 for the BNP ParibasGroup and the major international banks, and internally constructedpotential event scenarios to take better account of the extreme risksto which the Bank is exposed. This model was approved by the Frenchbanking supervisor (Autorité de Contrôle Prudentiel) in 2008. It hasbeen gradually extended within the Group and, particularly in 2012,to a large number of entities from the ex-Fortis scope;2012 Registration document and annual financial report - BNP PARIBAS 309

5RISKSAND CAPITAL ADEQUACYOperational risk5■ widespread use of control plans: BNP Paribas has rolled out a process offormulating “control plans”, which have three objectives: harmonisingpractices, rationalising the system and standardising controls. Thispractice will also cover the Group’s international operations andthereby support its structure enhancements. It is based on a riskmapping exercise carried out to identify and quantify potential riskscenarios, involving all the Group’s core businesses, retail operationalentities, business lines and Group functions.Key players and governanceThe BNP Paribas Group’s objective is to implement a permanent controland operational risk management system organised around two typesof participants:■ heads of operational entities, who are on the front line of riskmanagement and implementation of systems to manage these risks;■ specialised teams, who are present at every level of the Group (corebusinesses, retail operational entities, functions, business lines) andcoordinated centrally by the 2OPC team (Oversight of OperationalPermanent Control), which is part of Group Compliance and aparticipant in the Group’s risk management process. These teamsare, in particular, responsible for:■coordinating throughout the areas within their remit the definitionand implementation of the permanent control and operational riskmanagement system, its standards and methodologies, reportingand related tools,■ acting as a second pair of eyes that is independent of the operationalmanagers to scrutinise operational risk factors and the functioningof the operational risk and permanent control system, and issuingwarnings, where appropriate.About 350 employees on a full-time equivalent basis are responsible forthese supervisory activities.Issues that arise in relation to permanent operational risk managementand business continuity are discussed with the Group’s ExecutiveCommittee on a regular basis, and periodically with the Internal ControlCoordination Committee. This committee is chaired by the InternalControl Coordinator and brings together key players in the internalcontrol process. The Group’s core businesses, retail operational entities,business lines and functions tailor this governance structure to their ownorganisations, with the participation of Executive Management. Mostother Group entities, particularly the major subsidiaries, have set up asimilar structure.Scope and nature of risk reportingand measurementGroup Executive Committees, core businesses, retail operational entities,business lines and functions are tasked with overseeing the managementof operational and non-compliance risk and permanent control in theareas falling within their remit, in accordance with the Group’s operationalrisk framework. The committees validate the quality and consistency ofreporting data, examine their risk profile in light of the tolerance levelsset and assess the quality of risk control procedures in light of theirobjectives and the risks they incur. They monitor the implementation ofrisk mitigation measures.Operational risk management has developed a system of data collection ofactual or potential incidents using an approach structured by operationalprocess and entity (activities in a country and a single legal entity)focusing on the cause-and-effect chain behind events. This informationis used as the basis for risk mitigation and prevention measures.The most significant information is brought to the attention of staff atvarious levels of the organisation, up to and including executive anddecision-making bodies, in line with a predefined information reportingprocess.COMPONENTS OF OPERATIONALRISK RELATED TO LEGAL, TAXAND INFORMATION SECURITY RISKSLegal riskIn each country where it operates, BNP Paribas is bound by specific localregulations applicable to companies engaged in banking, insurance andfinancial services. The Group is notably required to respect the integrityof the markets and the primacy of clients’ interests.For many years, the Legal Department has had an overarchinginformation sharing and internal control system designed to anticipate,detect, measure and manage legal risks. More recently, the systemhas been substantially revised to adapt to changes in the Group andto promote a more proactive approach by the legal officers and theirteams, regardless of their business line and geographical territory. Thenew system is based on:■ governance bodies:■■■Executive Legal Affairs Committee, which defines and overseescompliance with the Legal Function’s overall strategy,Global Legal Committee, which coordinates and supervises theactivities of the Legal Function throughout the Group in all countriesthat have their own legal staff, and ensures that the Group’s legalpolicies are consistent and applied in a uniform manner,Global Litigation Practice Group, which brings together legal expertsfrom fourteen countries with a view to improving their ability tolook ahead and interact in the areas of litigation, pre-litigation andregulatory;■ specific committees, including:■ France and Europe Legislation Tracking Committees, which monitordraft legislation, and analyse, interpret and distribute throughoutthe Group the texts of new laws and regulations, as well as detailsof changes in French and European case law,3102012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYOperational risk5■■Steering Centre for European Law, a joint French and Belgian unitresponsible for all issues involving European law and competitionlaw for the entire Group,Legal Internal Control Committee, whose focuses include overseeingoperational risk and internal audit recommendations;■ Legal Practice Groups by business line and specific-issue workinggroups aimed at strengthening cooperation between specialist lawyersand proposing cross-functional legal risk management policies;■ internal procedures and databases providing a framework for (i)managing legal risk in liaison with the Compliance f unction for allmatters which also fall under its responsibility, and (ii) overseeingthe activities of the Group’s legal staff and operating staff involved inlegal areas. At the end of 2004, a procedures database detailing allinternal procedures was set up on the Group Intranet and is availableto all Group employees;■ a knowledge management system aimed at both legal and operatingstaff and broader training opportunities for the Group’s legalcommunity;■ internal risk reporting tools and analytical models, which are upgradedon an ongoing basis by Group Legal Department and contribute to theidentifying, assessing and analysing operational risk.In a difficult economic environment marked by increasing regulations andheavier regulatory requirements, as well as an increase in litigation, theLegal f unction must be able to take a global view and optimise its abilityto become involved and take action.The Legal f unction’s new management and working methods wereimplemented and tested in 2012. A review is currently in progress onpotential changes to its method of involvement in the litigation andregulatory fields and extending the links between the Legal f unctionsof certain specialist business lines and foreign territories. Meanwhile,the Legal f unction has focused on clarifying its areas of involvementand responsibility levels and on creating new areas of cooperation withthe Group’s business lines. This work is facilitated by the fact that theChief Legal Officer (or a representative) sits on both the Internal ControlCoordination Committee and the Compliance Committee as a permanentmember.In addition, the Legal f unction, in liaison with the Purchasing f unction,has drawn up a pragmatic, broader legal outsourcing policy with a viewto combining quality with cost control.Tax riskIn each country where it operates, BNP Paribas is bound by specific localtax regulations applicable to companies engaged for example in banking,insurance or financial services.The Group Tax Department is a global function, responsible for overseeingthe consistency of the Group’s tax affairs. It also shares responsibilityfor monitoring global tax risks with Group Finance. The Group TaxDepartment performs controls to ensure that tax risks remain at anacceptable level and are consistent with the Group’s reputation andprofitability objectives.To ensure its mission, the Group Tax Department has established:■ a network of dedicated tax specialists in 16 countries completed by taxcorrespondents covering other countries where the Group operates;■ a qualitative data reporting system in order to manage tax risks andassess compliance with local tax laws;■ regular reporting to Group Executive Management on the use madeof delegations of authority and compliance with internal standards.The Group Tax Department co-chairs the Tax Coordination Committeewith Group Finance. The committee also includes the Compliance f unctionand may involve the core businesses when appropriate. It is responsiblefor analysing key tax issues for the Group. In addition, Group Finance isobliged to consult the Group Tax Department on any tax issues arisingon transactions processed.Lastly, the Group Tax Department has drawn up procedures coveringall core businesses, designed to ensure that tax risks are identified,addressed and controlled appropriately.Information securityInformation, and digital data in particular, is a key commodity for banksand effective management of information security risk is vital in an eraof near full-scale migration to electronic media, growing demand forswift online processing of ever more sophisticated transactions, andwidespread use of the internet or multiple networks as the primaryinterface between a bank and its individual or institutional customers.Information security incidents experienced by the banking and credit/payment card industries, their cost and media disclosure in variouscountries requires the Group to continuously strengthen its ability toanticipate, prevent, protect, detect and react in order to counter themajor threats and track regulations and case law on data protection.The Group’s information security policy is set out in a corpus of referencedocuments geared to its various needs, both functional and technical.These documents include the general security policy; more specifi cpolicies for various issues related to information systems security;ISO 27001 requirements; practical guides to security requirements;operational procedures and all documents intended to raise theawareness of employees and users of the Group’s information systems.52012 Registration document and annual financial report - BNP PARIBAS 311

5RISKSAND CAPITAL ADEQUACYOperational risk5The security framework is drilled down to each individual businessline, taking account of any regulatory requirements, the security riskexposure of the business line in question and the specific threats itfaces. Each business line uses the Group’s standardised approach tomanaging information security (the primary methodology used is ISO27005, supported by the French EBIOS risk analysis methodology), riskassessment indicators, and monitoring action plans. This approach issupported by information security control plans designed to assess itseffectiveness (deployment and quality) with regard to all the Group’s keyassets and to measure the level of maturity of the various structure. Itforms part of the permanent and periodic control framework set up foreach banking activity pursuant to CRBF regulation 97-02 (amended in2004) in France or similar regulations in other countries.Each of BNP Paribas’ business lines is exposed to some specific formof information security risk, with some risks common to all businesses.The Group’s policy for managing these risks takes into considerationthe specific nature of the business, often made more complex by legallyand culturally-specific regulations in the different countries in which theGroup does business.The availability of information systems is vital to allow BNP Paribas tocontinue operating in a crisis or emergency. Although it is impossible toguarantee 100% availability, the Group maintains, improves and regularlyverifies the information back-up capabilities and system robustness, inline with its values of operational excellence, in response to tighterregulations and extreme stress scenarios (natural disasters or othercatastrophes, health pandemics, etc.). Its action in this area is consistentwith the Group’s general business continuity plan.Confidentiality of customer data and transaction integrity are also areascovered by the Bank’s continuous progress approach, not only to counterthe threats described earlier but also to provide our customers with aservice that meets their expectations.BNP Paribas seeks to minimise information security risk and optimiseresources by:■ updating the procedural framework for each business line governingday-to-day practices to take account of developments in businessactivities and new trends;■ raising employees’ awareness of information security imperatives andtraining key players in the appropriate procedures and behavioursrelated to information system resources;■ rolling out and developing controls for BNP Paribas entities andexternal partners, and strengthening support actions;■ strengthening the security of IT developments, better measurementof responsiveness in terms of information security and preventingdata leaks;■ monitoring incidents and developing intelligence of technologicalvulnerability and information systems attacks.BNP Paribas takes a continuous progress approach to information security.Apart from investing heavily in protecting its information systems assetsand information resources, the level of security must be supervised andcontrolled continuously. This enables the Bank to adjust its security levelsto new threats caused by cyber crime. In this respect, the security modelhas been revised to ensure that it takes account of technological changesthat have a strong impact on interactions between users (clients andemployees) and their information systems. This requires Group-levelaction in developing tools to scale up security processes, setting up asecurity community and continuing the major projects forming part ofthe Group’s information security development plan.3122012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYOperational risk5APPROACH AND SCOPEThe Group Compliance Department has outlined the Group’s operationalrisk management approach, by delegation from the Risk ManagementDepartment. This approach uses an operational risk model scaled to beproportionate to the risk being incurred and aims to ensure that the vastmajority of operational risks are covered.The corresponding capital requirement is calculated for each legal entityin the BNP Paribas Group prudential scope. The amount of risk-weightedassets is calculated by multiplying the capital requirement by 12.5.BNP Paribas uses a hybrid approach combining the AdvancedMeasurement Approach (AMA), standardised approach, and basicindicator approach.For the Group, the AMA methodology has been deployed in the mostsignificant entities of each division or Retail Banking Operational entities.This includes most of Retail Banking in France and Italy, CIB, andInvestment Solutions. BNP Paribas Fortis and BGL BNP Paribas businesslines, as well as a few other ex-Fortis group subsidiaries, have also beenusing the Group’s AMA model since 2012.ADVANCED MEASUREMENT APPROACH(AMA)Under the Advanced Measurement Approach (AMA) for calculating capitalrequirements, the bank must develop an internal operational risk modelbased on internal loss data (historical and potential), external loss data,various scenarios analyses, environmental factors, and internal controls.BNP Paribas’ internal model meets the AMA criteria and includes thefollowing features:■ the model uses an aggregate annual loss distribution, meaning that thefrequency and severity of losses from operational risks are modelledusing an actuarial approach and according to distributions calibratedwith available data;■ it uses historical data as well as scenarii to calculate capitalrequirements, with a predominance for scenarii because they can beshaped to reflect severe risks;■ the model is faithful to its input data, so that its results can be usedeasily by each of the Group’s business lines. Most of the assumptionsare therefore included in the data themselves;■ it is prudent in its capital requirement calculations. The input data arethoroughly reviewed, and any supplemental data are added if neededto cover all relevant risks within the Group.The AMA uses VaR (Value at Risk), or the maximum potential loss overone year, at a 99.9% confidence level to calculate regulatory capitalrequirements.Capital requirements are calculated on an aggregate level using datafrom all Group entities that have adopted the AMA, then allocated toindividual legal entities.FIXED-PARAMETER APPROACHESBNP Paribas uses fixed-parameter approaches (basic or standardised)to calculate the capital requirements for entities in the Group’s scope ofconsolidation that are not integrated in the internal model.Basic indicator approach: The capital requirement is calculated bymultiplying the entity’s average net banking income (the exposureindicator) over the past three years by an alpha parameter set by theregulator (15% risk weight).Standardised approach: The capital requirement is calculated bymultiplying the entity’s average net banking income over the past threeyears by a beta factor set by the regulator according to the entity’sbusiness category. Therefore in order to use the banking supervisor’s betaparameters, the Group has divided all its business lines into the eightbusiness categories, with each business line assigned to these categories,without exception nor overlap.52012 Registration document and annual financial report - BNP PARIBAS 313

5RISKSAND CAPITAL ADEQUACYOperational riskOPERATIONAL RISK EXPOSUREBanking regulation divides operational loss events into seven categories:(i) internal fraud, (ii) external fraud, (iii) employment practices (suchas an anomaly in the recruitment process) and workplace safety,(iv) customers, products and business practices (such as product defects,mis-selling, etc.), (v) damage to physical assets, (vi) business disruptionand system failures, (vii) failures in execution, delivery and processmanagement (data entry error, error in documentation, etc.).➤ FIGURE 11: OPERATIONAL LOSSES - BREAKDOWN BY EVENT TYPE (AVERAGE 2008-2012) (*)52% (2%)Employment practicesand workplace safety38% (37%)External fraud5% (6%)Internal fraud15% (13%)Clients, products andbusiness practices1% (1%)Damage tophysical assets2% (3%)Business disruptionand system failures37% (38%)Execution, deliveryand process managementExternal fraud and process failures, typically arising from execution ortransaction processing errors, represent the two main operational lossevent. Fraud of this kind, such as payment and credit fraud, is fairlycommon in the world of retail banking. In Corporate and InvestmentBanking, incidents of fraud are rarer but of larger scale.The third biggest loss event corresponds to events associated withbusiness practices, and the prevalence of these has been tending tostabilise over time after a phase of increase. Internal fraud accounts forabout 5% of the Group’s operational losses.The remaining types of incidents account for relatively small amountsof losses.The BNP Paribas Group pays the utmost attention to analysing itsoperational risk incidents in order to improve its already well-structuredcontrol system.(*) Percentages in brackets correspond to average loss by type of eventfor the 2008-2011 period.3142012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYOperational risk5CAPITAL REQUIREMENT➤ TABLE N° 53: OPERATIONAL RISK CAPITAL REQUIREMENTCapital requirementOperational riskIn millions of euros31 December 2012 31 December 2011 VariationAdvanced Measurement Approach (AMA) 2,847 3,090 (243)Standardised approach 761 758 3Basic indicator approach 484 521 (37)TOTAL OPERATIONAL RISK 4,092 4,369 (277)Half of the EUR 277 m illion fall in the capital requirement for operationalrisk-weighted assets (down EUR 3.5 billion) stemmed from a methodeffect caused by the convergence of the Fortis scope with the Group’sAMA model in the first quarter of 2012, as well as a scope effect related tothe derecognition of a few legal entities, the largest one being Klépierre.RISK REDUCTION THROUGH INSURANCE POLICIESRisks incurred by the BNP Paribas Group may be covered by majorinsurers with the dual aim of protecting its balance sheet and profit andloss account. The Group’s insurance policy is based on a risk identificationand assessment procedure underpinned by risk mapping, detailedoperating loss data and forward-looking analysis.The Group purchases insurance from leading insurers in the marketcovering fraud, theft, property and casualty, business disruption, liabilityand other risks for which it may be held responsible.In order to optimise costs and effectively manage its exposure, the Groupself-insures some well identified risks whose impact in terms of frequencyand cost is known or can be adequately estimated.In selecting insurers, the Group pays close attention to the credit ratingand claims paying ability of the companies concerned.Detailed information on risks incurred by BNP Paribas as well as riskassessment visits, enable insurers to assess the quality of coverage andrisk prevention within the Group, as well as the safeguard measures putin place and upgraded on a regular basis in light of new standards andregulations.52012 Registration document and annual financial report - BNP PARIBAS 315

5RISKSAND CAPITAL ADEQUACYCompliance and reputation risk5.11 Compliance and reputation risk [Audited]Effective management of compliance risk is a core component of theBank’s internal control framework and covers adherence to applicablelaws, regulations, codes of conduct and standards of good practice.Compliance also involves protecting the Group’s reputation as well as thereputation of its investors and customers; ensuring that members of staffact in an ethical manner and avoid conflicts of interest; protecting theinterests of its customers and the integrity of the market; implementinganti-money laundering procedures, combating corruption and terroristfinancing; and respecting financial embargos.As required by French regulations, the Compliance f unction managescompliance risk for all of the Group’s domestic and internationalbusinesses. The Compliance f unction reports to the Chief Executive Officerand has direct, independent access to the Board’s Internal Control, Riskand Compliance Committee.The function includes a central structure in Paris responsible foroverseeing and supervising all compliance matters, and local teamswithin the Group’s various core businesses, retail operational entities,business lines and functions acting under delegated authority from thecentral team. This system is reinforced continuously.Management of compliance and reputation risks is based on a system ofpermanent controls built on four axes:■ general and specific procedures;■ coordination of action taken within the Group to guarantee theconsistency and effectiveness of monitoring systems and tools;■ deployment of tools for detecting and preventing money laundering,terrorist financing and corruption, and detecting market abuses, etc.;■ training, both at Group level and in the divisions and business lines.Protecting the Bank’s reputation is high on the Group’s agenda. Itrequires ongoing revisions to the risk management policy in line withdevelopments in the external environment. The Group has strengthenedits anti-money laundering, terrorist financing and corruption techniquesdue to the international climate, the increasing number of fraudulentpractices in the market and the introduction of tighter regulations bymany countries.55.12 Insurance risks [Audited]BNP PARIBAS CARDIF RISK MANAGEMENT SYSTEMBNP Paribas Cardif is exposed to the following risks:■ market risk, risk of incurring a loss of value due to adverse trends inthe financial markets, arises mainly from mismatches between assetsand liabilities, which for the most part stem from maturity mismatchesand the existence of a minimum guaranteed return for policyholders;■ underwriting risk, the risk of incurring a loss of value due to changesin benefits to be paid to policyholders, stems from statistical,macro-economic or behavioural trends as well as the occurrence ofcatastrophe events, that is low probability, high financial intensityevents;■ credit risk, risk of incurring a loss of value due to the impact of changesin the credit quality of the business’s obligors, arises on both theissuers of financial instruments in which the various BNP Paribas Cardifentities invest the premiums received from their policyholders, andon receivables representing accrued insurance business due to thoseentities from distributors and reinsurers;■ operational risk, risk of incurring a loss due to inadequate or failedinternal processes, or due to external events.Management of these risks done within BNP Paribas Cardif’s risk profileand its risk preferences:■ insurance risks profile is defined by two indicators: (i) maximumdeviation between pre-tax income and budget at the 90% quantile,and (ii) the target solvency ratio in the current regulatory environment,that is Directive 73/239/EC or Solvency I, as transposed into the FrenchInsurance Code;■ at 31 December 2012, The Solvency I ratio stands at 115% beforeunrealised gains on assets and technical provisions. Includingunrealised gains, the Solvency I ratio is superior to 200%. BNP Paribas3162012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYInsurance risks5Cardif’s risk preferences can be summarised in three objectives: (a)control the general fund’s contribution to growth in savings productsin order to limit the proportion of market risk, (b) support growth ofProtection products and (c) expand in the P&C market to increase therelative proportion of underwriting risk and the diversification effect.This risk strategy is implemented and controlled through an organisationtailored to the broad risk classes and supported by ad hoc governancestructures. The main risk decision-taking or monitoring committees are:■ the Insurance Risk Management Committee covers all risks and isresponsible for defining the risk policy and for overseeing the keyrisks. It monitors progress in BNP Paribas Cardif’s transition towardsthe future Solvency II, alongside “ Valor” , the dedicated structure forthis purpose set up in 2009;■ the various committees that take risk decisions are the UnderwritingCommittee for risks outside the limits granted to the local and regionalentities, New Business Committee for new underwriting risks andunderwriting risks that are not new for BNP Paribas Cardif but newfor a particular entity, and New Asset Class Committee for investmentsin new types of asset;■ the Insurance ALM Committee covers market risks and is responsiblefor defining the strategic asset allocation;■ the Exposure Monitoring Committee oversees underwriting risks andthe credit risk on receivables arising from insurance business;■ the Asset Credit Risk Committee monitors credit risk on issuers offinancial instruments;■ the Operational Risk Committee monitors actual and potentialincidents.MARKET RISK AND CREDIT RISKMarket risk and credit risk arise mainly in the Savings business, wheretechnical reserves represent over 95% of the insurance subsidiaries’liabilities.Interest rate risk management for the general insurance fund and theasset diversification policy have driven investment in real estate assets,equities and fixed-income securities, including government bondsparticularly in the euro zone countries. The target strategic allocationof Cardif Société Vie, the main Savings insurance subsidiary, is basedmainly on fixed-income securities (80%). The proportion of equities andreal estate is significant (10% each).Market risk and credit risk fall into four categories:INTEREST RATE RISKPolicyholder returns on non-unit-linked life insurance policies are basedon either a fixed rate specified in the policy or a variable rate, with orwithout a minimum guaranteed return. All of these policies give rise toan interest rate and asset value risk, corresponding to the risk that thereturn on admissible assets (i.e. assets acquired by investing premiums)is less than the contractual return payable to policyholders. The averageguaranteed return in 2012 fell to 1.41% compared with 1.47% in 2011. 97%of BNP Paribas Cardif’s mathematical reserves have guaranteed minimumreturn commitments with a term of less than or equal to two years.In France, to cover future potential financial losses, estimated over thelifetime of the policies, a provision for future adverse deviation (provisionpour aléas financiers) is booked when total amount of technical interestplus the guaranteed return payable to policyholders through technicalreserves is not covered by 80% of the return on the admissible assets. Noprovision for future adverse deviation was booked at 31 December 2012,2011 or 2010 as the returns guaranteed by the insurance subsidiaries arelow and the guarantees are for short periods, resulting in only limitedexposure.LIQUIDITY RISKLiquidity risk is managed centrally by the BNP Paribas Cardif Asset/Liability Management unit, which coordinates its activities with theBNP Paribas ALM-Treasury Department. Regular asset-liability matchingreviews are performed to measure and manage the financial risks,based on medium and/or long-term income statement and balancesheet projections prepared according to various economic scenarios.The results of these reviews are analysed in order to determine anyadjustments to assets (through strategic allocation, diversification, useof derivatives, etc.) that are required to reduce the risks arising fromchanges in interest rates and asset values.CREDIT RISKBNP Paribas Cardif has a balanced spread of bond exposure betweensovereign risk and corporate risk (respectively 55% and 45% for CardifAssurance Vie’s portfolio). Euro zone portfolios focus on issuers with anaverage rating of better than A+.Limits by issuer and rating type (investment grade, high-yield) aremonitored regularly. Issuer credit quality is also reviewed frequently.There is little exposure (less than 8%) to sovereign risk in the peripheraleuro zone countries.52012 Registration document and annual financial report - BNP PARIBAS 317

5RISKSAND CAPITAL ADEQUACYInsurance risks➤ TABLE 54: BNP PARIBAS’S CARDIF BONDS EXPOSURES BY COUNTRYIn millions of eurosBy countryNetbookvalueGoviesMarketvalueAgencies & suprasovereignNetbookvalueMarketvalueNetbookvalue31 December 2012FinancialCorporate Covered Other Corporate TotalMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueFrance 8,979 10,805 1,843 2,109 11,959 12,463 4,345 4,889 4,016 4,548 31,141 34,813Italy 4,406 4,708 90 89 1,291 1,255 383 412 565 613 6,734 7,078Netherlands 1,005 1,227 467 521 2,045 2,257 146 173 1,336 1,506 4,998 5,683Spain 1,063 1,045 0 0 248 231 1,161 1,073 330 354 2,803 2,703Germany 1,138 1,377 86 94 284 306 273 279 149 170 1,930 2,226Austria 1,706 2,048 0 0 3 3 0 0 0 0 1,708 2,051Belgium 2,981 3,406 30 30 60 67 0 0 175 187 3,246 3,690United Kingdom 0 0 0 0 2,272 2,511 579 676 85 91 2,935 3,278Ireland 429 443 0 0 532 491 233 242 331 367 1,525 1,543United Statesof America 0 0 0 0 1,485 1,616 51 57 547 616 2,083 2,289Portugal 751 650 153 153 0 0 0 0 95 74 998 878Others 1,457 1,647 899 1,020 1,413 1,511 72 80 1,215 1,392 5,056 5,649TOTAL 23,914 27,356 3,568 4,017 21,592 22,711 7,243 7,880 8,843 9,918 65,159 71,8815In millions of eurosBy countryNetbookvalueGoviesMarketvalueAgencies & suprasovereignNetbookvalueMarketvalueNetbookvalue31 December 2011FinancialCorporate Covered Other Corporate TotalMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueFrance 10,707 11,781 1,952 2,043 9,452 8,713 4,475 4,531 3,834 4,038 30,421 31,106Italy 3,521 3,114 0 0 1,415 1,133 167 153 288 284 5,391 4,683Netherlands 1,017 1,184 466 495 2,053 2,038 159 177 1,407 1,524 5,102 5,418Spain 1,545 1,499 0 0 302 270 1,271 1,047 356 343 3,474 3,158Germany 1,482 1,790 118 130 230 238 274 286 139 151 2,243 2,595Austria 2,058 2,221 0 0 3 3 0 0 0 0 2,061 2,224Belgium 2,604 2,705 0 0 63 62 0 0 98 103 2,765 2,870United Kingdom 0 0 0 0 2,219 2,120 578 590 71 77 2,868 2,786Ireland 1,063 856 0 0 555 433 234 214 304 321 2,155 1,825United Statesof America 0 0 0 0 1,686 1,560 51 51 577 633 2,314 2,244Portugal 1,168 688 163 130 0 0 14 9 95 41 1,440 868Others 1,503 1,458 582 629 1,463 1,391 99 105 1,232 1,296 4,879 4,879TOTAL 26,668 27,297 3,281 3,426 19,440 17,959 7,322 7,163 8,401 8,811 65,112 64,6563182012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYInsurance risks5➤ TABLE 55: BNP PARIBAS’S CARDIF BONDS EXPOSURES BY EXTERNAL RATINGSIn millions of eurosGoviesAgencies & suprasovereign31 December 2012FinancialCorporate Covered Other Corporate TotalBy external ratingNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueAAA 2,460 2,964 1,242 1,425 326 335 4,191 4,787 18 22 8,236 9,532AA+ 10,684 12,853 1,838 2,083 5 5 273 279 12 14 12,812 15,233AA 0 0 30 30 0 0 903 981 941 1,112 1,874 2,123AA- 3,074 3,520 7 6 1,736 1,917 51 52 409 480 5,278 5,976A+ 253 298 13 14 1,456 1,580 51 57 1,876 2,134 3,649 4,082A 163 179 174 194 11,542 12,171 374 403 983 1,105 13,235 14,052A- 539 613 0 0 1,559 1,710 375 382 1,319 1,507 3,792 4,212BBB+ 0 0 21 22 1,119 1,185 15 14 1,499 1,659 2,655 2,880BBB 4,497 4,791 90 89 1,521 1,481 885 807 1,252 1,343 8,245 8,512BBB- 1,063 1,045 85 85 1,677 1,653 126 118 215 235 3,166 3,135BB+ 429 443 0 0 197 209 0 0 127 132 753 784BB 0 0 0 0 379 405 0 0 0 0 379 405BB- 751 650 68 69 19 13 0 0 95 74 932 806B+ 0 0 0 0 7 6 0 0 0 0 7 6CCC 0 0 0 0 32 23 0 0 0 0 32 23NR 0 0 0 0 18 19 0 0 96 100 114 118TOTAL 23,914 27,356 3,568 4,017 21,592 22,711 7,243 7,880 8,843 9,918 65,159 71,881In millions of eurosGoviesAgencies & suprasovereign31 December 2011FinancialCorporate Covered Other Corporate TotalBy external ratingNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueNetbookvalueMarketvalueAAA 15,598 17,353 2,940 3,114 199 198 5,007 5,111 18 21 23,763 25,797AA+ 0 0 0 0 18 18 1,015 983 630 670 1,664 1,671AA 0 0 0 0 1,107 1,116 77 65 636 692 1,820 1,873AA- 2,702 2,819 7 5 1,111 1,007 419 386 557 617 4,797 4,835A+ 1,952 1,899 0 0 8,314 7,830 109 82 1,482 1,596 11,856 11,407A 3,521 3,114 163 168 3,670 3,414 75 65 840 905 8,269 7,665A- 414 390 8 8 2,042 1,847 383 296 2,143 2,255 4,990 4,797BBB+ 0 0 0 0 2,026 1,775 55 45 1,005 1,030 3,086 2,850BBB 0 0 0 0 343 285 97 64 755 751 1,195 1,100BBB- 0 0 95 69 356 295 85 65 153 140 690 570BB+ 1,063 856 68 61 186 127 0 0 35 37 1,352 1,081BB 1,168 688 0 0 21 15 0 0 95 41 1,284 744BB- 0 0 0 0 4 4 0 0 0 0 4 4B- 0 0 0 0 32 14 0 0 0 0 32 14CC 250 178 0 0 0 0 0 0 0 0 250 178NR 0 0 0 0 10 14 0 0 52 57 62 71TOTAL 26,668 27,297 3,281 3,426 19,440 17,959 7,322 7,163 8,401 8,811 65,112 64,65652012 Registration document and annual financial report - BNP PARIBAS 319

5RISKSAND CAPITAL ADEQUACYInsurance risksASSET VALUE RISKBNP Paribas Cardif has limited exposure to the risk of a fall in asset values(fixed-income, credit, equities, real estate). The mechanism involved ininsurance contracts with a participation feature consists of passing onmost of the change in the value of assets held in the general euro fundto the deferred participation reserve attributable to the policyholders.➤ TABLE 56: CARDIF ASSURANCE VIE UNREALISED GAINS AND LOSSESIn millions of euros 31 December 2012 31 December 2011Bonds Govies 3,442 629Agencies & supra sovereign 449 144Financial Corporate 1,119 ( 1,481)Covered 637 ( 159)Other Corporate 1,075 410TOTAL 6,722 (457)Equity 210 ( 805)Real estate 675 573Alternatives 12 27Other 20 ( 36)TOTAL OTHER ASSETS 916 ( 241)TOTAL 7,638 ( 698)5INSURANCE UNDERWRITING RISKUnderwriting risk arises mainly in the Savings Business Line due tosurrender risk, and the Protection business, which accounts for some5% of the insurance subsidiaries’ liabilities. The value at risk over oneyear at 99.5% amounted to EUR 1, 325 million or 28% of BNP ParibasCardif’s total value at risk.There are three types of underwriting risk:SAVINGS - SURRENDER RISKSavings contracts include a surrender clause allowing policyholders torequest reimbursement of all or part of their accumulated savings. Theinsurer is exposed to the risk of surrender volumes being higher thanthe forecasts used for ALM purposes, which may force it to sell assetsat a loss.The surrender risk is limited, however, as:■ policyholder behaviour is monitored on an ongoing basis, in order toregularly align the duration of assets with that of the correspondingliabilities and reduce the risk of abrupt, large-scale asset sales.Changes in assets and liabilities are projected over periods of up to40 years, in order to identify mismatches giving rise to a liquidity risk.These analyses are then used to determine the choice of maturitiesfor new investments and the assets to be sold. Short-term (one year)liquidity analyses are also carried out, which include various surrenderrate increase assumptions to ensure that the Group can withstandstress situations. In 2012 liquidity study, 60% of Cardif Société Vie’sassets were liquid in the short-term, mainly comprising issuers ratedAAA to A;■ in addition to the guaranteed return, policyholders are paid dividendsthat raise the total return to a level in line with market benchmarks.These dividends, which are partly discretionary, reduce the risk ofan increase in surrender rates in periods of rising market interestrates. The policyholders’ surplus reserve is the mechanism in Francethat enables the surplus actually paid out to be pooled and spreadbetween generations of policyholders. It is one of Cardif Société Vie’sessential strengths;■ the return on financial assets is protected mainly through the use ofhedging instruments.In 2012, despite the adverse environment, BNP Paribas Cardif generatedmore than EUR 1,436 million of net new business on the general funds.3202012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYInsurance risks5➤ TABLE 57: AVERAGE LAPSE RATES FOR BNP PARIBAS CARDIF GENERAL FUNDS2012 Annual redemption rateFrance 7.50%Italy 14.50%Luxembourg 15.00%SAVINGS - UNIT-LINKED CONTRACTS WITHA GUARANTEED MINIMUM BENEFITThe unit linked liabilities are equal to the sum of the market values of theassets held in the unit-linked portfolios. The insurer’s liability is thereforecovered by corresponding assets. The match between unit-linkedliabilities and the related assets is controlled at monthly intervals.Certain unit-linked contracts include whole life covers providing for thepayment of a death benefit at least equal to the cumulative premiumsinvested in the contract, whatever the conditions on the financial marketsat the time of the insured’s death. The risk on these contracts is bothstatistical (probability of a claim) and financial (market value of the units).The capital guarantee is generally subject to certain limits. In France,for example, most contracts limit the guarantee to one year (renewableannually) and a maximum of EUR 765, 000 per insured. In addition, theguarantee is not normally available beyond the insured’s 80th birthday.The minimum guaranteed benefit reserve is (re)assessed every quarterand takes into account the probability of death, based on a deterministicscenario, and stochastic analyses of changing financial market prices.The reserve amounted to EUR 12 million at 31 December 2012 (versusEUR 19 million at 31 December 2011).PROTECTIONThese risks result mainly from the sale of creditor insurance worldwideand other personal risk insurance (individual death and disability,extended warranty, annuity policies in France).Creditor insurance covers death, total or partial disability, loss ofemployment and financial loss risks for personal loans and mortageloans . The insurance book comprises a very large number of individualpolicies representing low risks and low premiums. Margins depend onthe size of the insurance book, effective pooling of risks and tight controlof administrative costs. The term of these contracts is usually equal tothe term of the underlying loan and the premium is either deductedonce upon issuance of the policy (single premium) or deducted regularlythroughout the term of the policy (regular or periodic premiums).Other contracts are either for personal risk (death, accidental death,hospitalisation, critical illness, healthcare expenses) or property &casualty risk (accidental damage, failure or theft of consumer goodsor vehicles). The individual sums insured under these contracts aregenerally low and the cost of claims predominantly flat rate.Lastly, through joint ventures in France and Italy, motor contracts(material damage, civil liability) and comprehensive household contractsare also underwritten.The actuarial oversight system set up to prevent and control actuarialrisks in France and internationally is based on guidelines and toolsthat describe (i) the principles, rules, methods and best practices tobe followed by each actuary throughout the policies’ life cycle, (ii) thetasks to be performed by the actuaries and their reporting obligationsand (iii) practices that are excluded or that are allowed only if certainconditions are met.Risks underwritten must comply with delegation limits set at various localand central levels, estimated maximum acceptable losses, estimatedSolvency II capital requirements and estimated margins on the policiesconcerned. The experience acquired in managing geographicallydiversified portfolios is used to regularly update risk pricing databasescomprising a wide range of criteria such as loan type for creditorinsurance, the type of guarantee and the insured population. Eachcontract is priced by reference to the profitability and return-on-equitytargets set by the Executive Management of BNP Paribas Cardif.Risk exposures are monitored at quarterly intervals by BNP ParibasCardif’s Executive Committee, based on an analysis of loss ratios.Claims experience for annuity contracts are based on mortality tablesapplicable under insurance regulations, adjusted in some cases byportfolio specific data which is certified by independent actuaries. Annuityrisks are low.Underwriting risks are covered by various technical reserves, includingmathematical reserves in life insurance, the unearned premiums reservesgenerally calculated on an accruals basis, the outstanding claimsreserves, determined by reference to reported claims, and the IBNR(claims incurred but not reported) reserves, determined on the basis ofeither observed settlements or the expected number of claims and theaverage cost per claim.The level of prudence adopted for the overall assessment of claimsprovisions corresponds to the 90% quan tile.52012 Registration document and annual financial report - BNP PARIBAS 321

5RISKSAND CAPITAL ADEQUACYAppendicesAppendices :Appendix 1: Exposures based on F inancial S tabilityB oard recommendationsFUNDING THROUGH PROPRIETARY SECURITISATION5Cash securitisation as at 31 December 2012Amount ofSecuritised positions heldIn billions of euros securitised assets Amount of notesFirst losses OthersPersonal Finance 6.0 5.9 0.2 1.9o/w Residential loans 4.6 4.6 0.2 1.6o/w Consumer loans 1.1 1.1 0.0 0.2o/w Lease receivables 0.3 0.2 0.0 0.1BNL 2.2 2.1 0.1 0.2o/w Residential loans 2.2 2.1 0.1 0.2o/w Consumer loans - - - -o/w Lease receivables - - - -o/w Public sector - - - -TOTAL 8.2 8.0 0.3 2.1EUR 8.2 billion of loans had been refinanced through securitisation at31 December 2012, compared to EUR 8.1 billion at 31 December 2011.EUR 2.1 billion of securitised positions were held at the end of 2012(excluding first loss tranches).Following the transition to IFRS in 2005, SPVs are consolidated in theBNP Paribas balance sheet whenever the Bank holds the majority of thecorresponding risks and returns.3222012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAppendix 1: Exposures based on Financial Stability Board recommendations5SENSITIVE LOAN PORTFOLIOS➤ PERSONAL LOANSAt 31 December 2012 Gross outstanding AllowancesIn billions of eurosConsumerFull DocFirst MortgageAlt AHomeEquityLoans Total Portfolio SpecificNetexposureUS 9.8 6.8 0.2 2.6 19.4 (0.3) (0.1) 19.1Super Prime FICO (*) > 730 7.5 4.3 0.1 1.8 13.7 13.7Prime 600

5RISKSAND CAPITAL ADEQUACYAppendix 1: Exposures based on Financial Stability Board recommendationsREAL-ESTATE RELATED ABS AND CDO EXPOSURES➤ BANKING AND TRADING BOOKS5Net exposure 31 December 2011 31 December 2012In billions of euros Net exposure Gross exposure (*) Allowances Net exposureTotal RMBS 12.1 7.0 (0.1) 6.8US 0.4 0.1 (0.0) 0.0Subprime 0.0 0.0 (0.0) 0.0Mid-prime 0.0 0.0 - 0.0Alt-A 0.1 - - -Prime (**) 0.2 0.0 (0.0) 0.0UK 1.3 1.1 (0.0) 1.0Conforming 0.2 0.1 - 0.1Non conforming 1.1 0.9 (0.0) 0.9Spain 1.1 0.9 (0.0) 0.9The Netherlands 8.3 4.2 (0.0) 4.2Other countries 1.0 0.7 (0.1) 0.7Total CMBS 2.5 1.9 (0.0) 1.8US 1.1 0.9 (0.0) 0.9Non US 1.4 1.0 (0.0) 0.9Total CDOs (cash and synthetic) 1.1 1.0 (0.0) 1.0RMBS 0.6 0.7 (0.0) 0.6US 0.1 0.1 - 0.1Non US 0.5 0.5 (0.0) 0.5CMBS 0.4 0.3 (0.0) 0.3CDO of TRUPs 0.0 0.0 - 0.0TOTAL 15.6 9.8 (0.2) 9.6o/w Trading Book 0.2 - - 0.3TOTAL SUBPRIME, ALT-A, US CMBS AND RELATED CDOs 1.2 0.9 (0.0) 0.9(*) Entry price + accrued interests – amortisation.(**) Excluding Government Sponsored Entity backed securities.Real estate ABS and CDO exposure now include the ABS portion of theformer BNP Paribas Fortis “IN” portfolio (EUR 1.8 billion at 31 December2012 compared with EUR 2.9 billion at 31 December 2011) due to theearly cancellation of the Belgian government’s guarantee of the secondloss tranche.As at 31 December 2012, the banking book’s net real estate ABS and CDOexposure decreased by EUR 6.0 billion to EUR 9.6 billion, due notably toamortisations and sales and a reduction in the Dutch RMBS portfoliofollowing repurchases on the call date. 59% of the banking book assetsare rated AA or better (1) .The assets are booked at amortised cost with the appropriate provisionin case of prolonged impairment.(1) Based on the lowest of the S&P, Moody’s & Fitch ratings.3242012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAppendix 1: Exposures based on Financial Stability Board recommendations5MONOLINE COUNTERPARTY EXPOSUREIn billions of eurosNotional31 December 2011 31 December 2012GrosscounterpartyexposureNotionalGrosscounterpartyexposureCDOs of US RMBS subprime 0.70 0.60 0.00 0.00CDOs of european RMBS 0.26 0.04 0.24 0.02CDOs of CMBS 0.71 0.22 0.67 0.19CDOs of corporate bonds 6.40 0.16 4.40 0.04CLOs 4.96 0.16 4.58 0.07Non credit related n.s 0.00 n.s 0.00TOTAL GROSS COUNTERPARTY EXPOSURE N.S 1.18 N.S 0.33In billions of euros 31 December 2011 31 December 2012Total gross counterparty exposure 1.18 0.33Credit derivatives bought from banks or other collateralized third parties ( 0.24) ( 0.14)Total unhedged gross counterparty exposure 0.93 0.19Credit adjustments and allowances ( 0.83) ( 0.17)NET COUNTERPARTY EXPOSURE 0.10 0.03At 31 December 2012, gross exposure to counterparty risk stood atEUR 0.33 billion, down EUR 0.85 billion compared with 31 December2011. Exposure to US RMBS CDOs was zero following commutationsduring the second half of 2012.5EXPOSURE TO SUPPORTED COUNTRIESa. Banking book➤ EXPOSURE TO GREECEIn billions of euros Total (a) Sovereign Corporates Other (b)Exposure net of collateral and provisions 1.0 0.0 0.7 0.4(a) Excluding exposure to companies related to Greek interests (e.g. shipping) that are not dependent on the country’s economic situation (EUR 1.6 bn).(b) Including Personal Finance, Arval, Leasing Solutions, Wealth Management.2012 Registration document and annual financial report - BNP PARIBAS 325

5RISKSAND CAPITAL ADEQUACYAppendix 2: Capital requirements of significant subsidiaries➤ EXPOSURE TO IRELANDIn billions of euros Total (a) Sovereign Corporates Other (b)Exposure net of collateral and provisions 2.1 0.2 1.6 0.3(a) Excluding exposure to companies related to Irish interests that are not dependent on the country’s position (EUR 0.1 bn) and exposure to Irish lawcompanies that are not dependent on the country’s economic position.(b) Including Retail Banking, Wealth Management.➤ EXPOSURE TO PORTUGALIn billions of euros Total (a) Sovereign Corporates Other (b)Exposure net of collateral and provisions 5.7 0.6 2.2 2.8(a) Excluding exposure to companies related to Portuguese interests that are not dependent on the country’s economic situation (EUR 0.6 bn).(b) Including Personal Finance, Arval, Leasing Solutions, Wealth Management.b. Trading book5In millions of eurosLong positionsSecuritiesShortpositions Net position Long positionsShortpositionsDerivativesNet positionTotal net positionat 31 December 2012Greece 30 (21) 9 0 0 0 9Ireland 41 (51) (9) 203 (219) (16) (25)Portugal 145 (123) 22 178 (181) (3) 18TOTAL 215 (195) 21 381 (400) (19) 1Appendix 2: Capital requirements of significantsubsidiariesThe following tables give the capital requirements of significant subsidiaries by type of risk, as contribution to the Group’s total capital requirement.3262012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAppendix 2: Capital requirements of significant subsidiaries5BNP PARIBAS FORTIS31 December 2012 31 December 2011In millions of eurosRisk-weightedassetsCapitalRequirementRisk-weightedassetsCapitalRequirementCredit risk 91,306 7,305 95,541 7,643Credit risk - IRB approach 46,758 3,741 50,015 4,001Central governments and central banks 1,347 108 1,551 124Corporates 31,223 2,498 31,980 2,558Institutions 2,275 182 3,149 252Retail 11,809 945 13,201 1,056Real estate loans 6,424 514 6,151 492Revolving exposures 82 7 74 6Other exposures 5,303 424 6,976 558Other non credit-obligation assets 104 8 134 11Credit risk - Standardised approach 44,548 3,564 45,526 3,642Central governments and central banks 1,324 106 933 75Corporates 19,065 1,525 21,374 1,710Institutions 2,092 167 1,507 121Retail 15,381 1,231 14,947 1,196Real estate loans 1,921 154 804 64Revolving exposures 125 10 200 16Other exposures 13,335 1,067 13,943 1,115Other non credit-obligation assets 6,686 535 6,765 541Securitisation positions 4,157 333 8,633 691Securitisation positions - IRB approach 3,838 307 8,610 689Securitisation exposures - standardised approach 319 26 23 2Counterparty risk 3,177 254 4,392 351Counterparty risk - IRB approach 2,753 220 3,440 275Central governments and central banks 23 2 22 2Corporates 2,393 191 2,045 163Institutions 337 27 1,373 110Counterparty risk - Standardised approach 424 34 952 76Central governments and central banks 26 2 0 0Corporates 239 19 837 67Institutions 149 12 101 8Retail 10 1 14 1Other exposures 10 1 14 1Equity risk 5,106 409 4,922 394Internal model 2,238 179 2,614 209Listed equities 0 0 3 0Other equity exposures 2,232 179 2,603 208Private equity exposures in diversified portfolios 6 0 8 1Simple weighting method (other exposures) 1,733 139 1,248 100Listed equities 21 2 14 1Other equity exposures 468 38 125 10Private equity exposures in diversified portfolios 1,244 99 1,109 89Standardised approach 1,135 91 1,060 85Market risk 980 78 523 42Standardised approach 980 78 523 42Operational risk 10,866 869 12,065 965Advanced Measurement Approach (AMA) 7,040 563 8,969 717Standardised approach 920 74 371 30Basic indicator approach 2,906 232 2,725 218TOTAL 115,592 9,248 126,076 10,08652012 Registration document and annual financial report - BNP PARIBAS 327

5RISKSAND CAPITAL ADEQUACYAppendix 2: Capital requirements of significant subsidiariesBNL5In millions of eurosRisk-weightedassets31 December 2012 31 December 2011CapitalRequirementRisk-weightedassetsCapitalRequirementCredit risk 67,151 5,372 68,034 5,443Credit risk - IRB approach 154 12 167 13Central governments and central banks 0 0 13 1Corporates 154 12 153 12Credit risk - Standardised approach 66,998 5,360 67,867 5,429Central governments and central banks 57 5 54 4Corporates 42,540 3,403 45,999 3,680Institutions 4,424 354 2,573 206Retail 16,909 1,353 16,499 1,320Real estate loans 7,657 613 7,701 616Revolving exposures 0 0 314 25Other exposures 9,252 740 8,484 679Other non credit-obligation assets 3,068 245 2,743 219Securitisation positions 239 19 224 18Securitisation positions - standardised approach 239 19 224 18Counterparty risk 845 68 841 67Counterparty risk - Standardised approach 845 68 841 67Corporates 788 63 726 58Institutions 57 5 115 9Equity risk 815 65 709 57Internal model 815 65 709 57Listed equities 2 0 0 0Other equity exposures 813 65 709 57Market risk 13 1 9 1Standardised approach 13 1 9 1Operational risk 3,205 256 3,203 256Advanced Measurement Approach (AMA) 2,860 229 2,880 230Standardised approach 275 22 255 20Basic indicator approach 70 6 68 5TOTAL 72,268 5,781 73,020 5,8423282012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAppendix 2: Capital requirements of significant subsidiaries5BANCWESTIn millions of eurosRisk-weightedassets31 December 2012 31 December 2011CapitalRequirementRisk-weightedassetsCapitalRequirementCredit risk 41,925 3,354 40,724 3,258Credit risk - Standardised approach 41,925 3,354 40,724 3,258Central governments and central banks 2 0 3 0Corporates 26,280 2,102 24,734 1,979Institutions 632 51 836 67Retail 12,559 1,005 12,591 1,007Real estate loans 5,269 422 5,664 453Revolving exposures 454 36 485 39Other exposures 6,835 547 6,441 515Other non credit-obligation assets 2,453 196 2,561 205Securitisation positions 212 17 290 23Securitisation positions - standardised approach 212 17 290 23Counterparty risk 398 32 427 34Counterparty risk - Standardised approach 398 32 427 34Corporates 398 32 427 34Equity risk 47 4 37 3Internal model 47 4 37 3Listed equities 23 2 0 0Other equity exposures 24 2 37 3Market risk 5 0 19 2Standardised approach 5 0 19 2Operational risk 3,273 262 3,114 249Standardised approach 3,273 262 3,114 249TOTAL 45,862 3,669 44,610 3,56952012 Registration document and annual financial report - BNP PARIBAS 329

5RISKSAND CAPITAL ADEQUACYAppendix 2: Capital requirements of significant subsidiariesBNP PARIBAS PERSONAL FINANCE5In millions of eurosRisk-weightedassets31 December 2012 31 December 2011CapitalRequirementRisk-weightedassetsCapitalRequirementCredit risk 39,435 3,155 40,974 3,278Credit risk - IRB approach 9,839 787 9,290 743Retail 9,839 787 9,290 743Real estate loans 0 0 0 0Revolving exposures 4,738 379 4,887 391Other exposures 5,102 408 4,403 352Credit risk - Standardised approach 29,595 2,368 31,684 2,535Central governments and central banks 46 4 72 6Corporates 283 23 341 27Institutions 382 31 728 58Retail 27,704 2,216 29,319 2,345Real estate loans 11,493 919 11,919 954Revolving exposures 1,350 108 2,023 162Other exposures 14,861 1,189 15,377 1,230Other non credit-obligation assets 1,180 94 1,224 98Securitisation positions 57 5 0 0Securitisation positions - standardised approach 57 5 0 0Counterparty risk 13 1 16 1Counterparty risk - Standardised approach 13 1 16 1Institutions 13 1 16 1Equity risk 193 15 162 13Internal model 193 15 162 13Other equity exposures 193 15 162 13Market risk 176 14 32 3Standardised approach 176 14 32 3Operational risk 4,391 351 4,534 363Advanced Measurement Approach (AMA) 1,982 159 1,804 144Standardised approach 505 40 898 72Basic indicator approach 1,904 152 1,832 147TOTAL 44,264 3,541 45,718 3,6573302012 Registration document and annual financial report - BNP PARIBAS

RISKS AND CAPITAL ADEQUACYAppendix 2: Capital requirements of significant subsidiaries5BGL BNP PARIBAS31 December 2012In millions of eurosRisk-weightedassetsCapitalRequirementCredit risk 24,066 1,925Credit risk - IRB approach 5,432 435Central governments and central banks 440 35Corporates 3,397 272Institutions 222 18Retail 1,300 104Real estate loans 596 48Revolving exposures 0 0Other exposures 704 56Other non credit-obligation assets 74 6Credit risk - Standardised approach 18,634 1,491Central governments and central banks 6 1Corporates 9,061 725Institutions 357 29Retail 7,005 560Real estate loans 5 0Other exposures 7,000 560Other non credit-obligation assets 2,205 176Securitisation positions 100 8Securitisation positions - IRB approach 38 3Securitisation exposures - standardised approach 62 5Counterparty risk 99 8Counterparty risk - IRB approachInstitutions 0 0Counterparty risk - Standardised approach 99 8Central governments and central banks 26 2Corporates 2 0Institutions 69 6Retail 2 0Other exposures 2 0Equity risk 507 41Internal model 336 27Listed equities 336 27Simple weighting method (other exposures) 86 7Listed equities 5 0Other equity exposures 82 7Standardised approach 84 7Market risk 86 7Standardised approach 86 7Operational risk 1,362 109Advanced Measurement Approach (AMA) 1,048 84Standardised approach 146 12Basic indicator approach 168 13TOTAL 26,221 2,09852012 Registration document and annual financial report - BNP PARIBAS 331

5RISKSAND CAPITAL ADEQUACYAppendix 2: Capital requirements of significant subsidiaries53322012 Registration document and annual financial report - BNP PARIBAS

6INFORMATIONON THE PARENT COMPANYFINANCIAL STATEMENTS6.1 BNP Paribas SA financial statements 334Profit and loss account for the year ended 31 December 2012 334Balance sheet at 31 December 2012 335Notes to the parent company financial statements 336Note 1. Summary of significant accounting policies appliedby BNP Paribas SA 336Note 2. Highlights 342Note 3. Notes to the 2012 profit and loss account 343Note 4. Notes to the balance sheet at 31 December 2012 346Note 5. Financing and guarantee commitments 357Note 6. Salaries and employee benefits 358Note 7. Additional information 3606.2 Appropriation of income for the year ended 31 December 2012 3676.3 BNP Paribas SA five-year financial summary 3686.4 Subsidiaries and associated companies of BNP Paribas SAat 31 December 2012 3696.5 Details of equity interests acquired by BNP Paribas SA in 2012whose value exceeds 5% of the share capital of a French company 3726.6 Statutory Auditors’ report on the financial statements 3732012 Registration document and annual financial report - BNP PARIBAS 333

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSBNP Paribas SA financial statements6.1 BNP Paribas SA financial statementsPROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2012In millions of euros, at 31 December Note 2012 2011Interest income 3.a 18, 173 23, 427Interest expense 3.a (13, 561) (16, 693)Income on equities and other variable instruments 3.b 2, 779 2, 626Commission income 3.c 4, 720 5, 534Commission expense 3.c (864) (805)Gains (losses) on trading account securities 2, 472 152Gains (losses) on securities available for sale 1, 627 (953)Other banking income 251 246Other banking expenses (137) (124)REVENUES 15, 460 13, 410Salaries and employee benefit expenses 6.a (5, 697) (5, 324)Other administrative expenses (3, 281) (3, 466)Depreciation, amortisation, and provisions on tangible and intangible assets (529) (499)GROSS OPERATING INCOME 5, 953 4, 121Cost of Risk 3.d (500) (1, 923)6OPERATING INCOME 5, 453 2, 198Net gain (loss) on disposals of long-term investments 3.e 1, 581 969Net addition to regulated provisions 51 (1)INCOME BEFORE TAX 7, 085 3, 166Corporate income tax 3.f (1, 273) 300NET INCOME 5, 812 3, 4663342012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSBNP Paribas SA financial statements6BALANCE SHEET AT 31 DECEMBER 2012In millions of euros, at Note 31 December 2012 31 December 2011AssetsCash and amounts due from central banks and post office banks 81, 515 41, 389Treasury bills and money-market instruments 4.c 93, 283 116, 528Due from credit institutions 4.a 270, 480 311, 868Customer items 4.b 316, 407 334, 692Bonds and other fixed-income securities 4.c 67, 433 96, 017Equities and other variable-income securities 4.c 1, 867 2, 541Investments in subsidiaries and equity securities held for long-term investment 4.c 4, 869 4, 857A ffiliates 4.c 55, 157 53, 698Leasing receivables 44 66I ntangible assets 4.i 6, 282 6, 225T angible assets 4.i 2, 142 2, 204Treasury shares 4.d 164 556Other assets 4.g 200, 881 247, 788Accrued income 4.h 86, 789 84, 779TOTAL ASSETS 1, 187, 313 1, 303, 208LiabilitiesDue to central banks and post office banks 594 944Due to credit institutions 4.a 331, 153 351, 480Customer items 4.b 284, 801 283, 328Debt securities 4.f 145, 278 144, 480Other liabilities 4.g 260, 984 363, 163Accrued expenses 4.h 88, 376 85, 214Provisions 4.j 3, 633 3, 945Subordinated debt 4.k 13, 276 16, 542TOTAL LIABILITIES 1, 128, 095 1, 249, 096Shareholders’ equity 7.bShare capital 2, 485 2, 415Additional paid-in capital 22, 924 22, 225Retained earnings 27, 997 26, 006Net income 5, 812 3, 466TOTAL SHAREHOLDERS’ EQUITY 59, 218 54, 112TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1, 187, 313 1, 303, 2086Off-balance sheet items Note 31 December 2012 31 December 2011Commitments givenFinancing commitments 5.a 159, 363 171, 712Guarantee commitments 5.b 117, 425 141, 881Commitments given on securities 326 304Commitments receivedFinancing commitments 5.a 79, 267 73, 720Guarantee commitments 5.b 240, 080 250, 272Commitments received on securities 370 42012 Registration document and annual financial report - BNP PARIBAS 335

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsNotes to the parent company financial statementsNote 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES APPLIEDBY BNP PARIBAS SA6BNP Paribas SA’s financial statements have been prepared in accordancewith the accounting principles applied to credit institutions in France.AMOUNTS DUE FROM CREDIT INSTITUTIONSAND CUSTOMERSAmounts due from credit institutions include all subordinated andunsubordinated loans made in connection with banking transactionswith credit institutions, with the exception of debt securities. They alsoinclude assets purchased under resale agreements, whatever the type ofassets concerned, and receivables corresponding to securities sold undercollateralised repurchase agreements. They are broken down betweendemand loans and deposits, and term loans and time deposits.Amounts due from customers include loans to customers other than creditinstitutions, with the exception of loans represented by debt securitiesissued by customers, assets purchased under resale agreements,whatever the type of assets concerned, and receivables correspondingto securities sold under collateralised repurchase agreements. They arebroken down between commercial loans, customer debit accounts, andother loans.Amounts due from credit institutions and customers are recorded in thebalance sheet at nominal value plus accrued interest not yet due.Outstanding loans and confirmed credit facilities are classified intosound loans, including sound restructured loans, and doubtful loans. Thesame analysis is performed for credit risks attached to forward financialinstruments whose present value represents an asset for the Group.Credit risks on outstanding loans and confirmed credit facilities aremonitored with an internal rating system based on two key parameters:the probability of default by the counterparty, expressed as a rating,and the overall recovery rate determined by reference to the type oftransaction. There are 12 counterparty ratings, ten covering sound loansand two covering doubtful loans and loans classified as irrecoverable.Doubtful loans are defined as loans where the Bank considers thatthere is a risk that the borrowers will be unable to honour all or partof their commitments. This is the case for all loans on which one ormore instalments are more than three months overdue (six months inthe case of real estate loans or loans to local governments), as well asloans for which legal procedures have been launched. When a loan isclassified as doubtful, all other loans and commitments to the debtorare automatically assigned the same classification.The Bank recognises an impairment for doubtful accounts on these loans,in an amount corresponding to the difference between the total loan valueand current value of the future cash flows (from principal, interest, andany realised guarantees) that are deemed recoverable, using a discountrate equal to the original effective interest rate (for fixed-rate loans), orthe most recent contractual interest rate (for floating-rate loans). Theguarantees considered here include mortgages and pledges on assets,as well as credit derivatives acquired by the Bank as a protection againstcredit losses in the loan book.If a loan is restructured because the borrower is facing financialdifficulties, the Bank calculates a discount at the current value of thedifference between the old and new repayment terms. These discountsare recognised as a deduction to assets and reversed through income onan actuarial basis over the remaining term of the loan. If any instalmentson a restructured loan are not paid, the loan is permanently reclassifiedas irrecoverable regardless of the terms of the restructuring.In the case of doubtful loans where the borrower has resumed makingregular payments in accordance with the original repayment schedule, theloan is reclassified as sound. Doubtful loans that have been restructuredare also reclassified as sound, provided that the restructuring termsare met.Irrecoverable loans include loans to borrowers whose credit standingis such that after a reasonable time recorded in doubtful loans noreclassification as a sound loan is foreseeable, loans where an event ofdefault has occurred, almost all restructured loans where the borrowerhas once again defaulted, and loans classified as doubtful for more thanone year that are in default and are not secured by guarantees coveringa substantial portion of the amount due.Impairments for credit risks on assets are deducted from the carryingamount of the assets. Provisions recorded under liabilities includeprovisions related to off-balance sheet commitments, loss provisionsrelating to interests in real-estate development programmes, provisionsfor claims and litigation, provisions for unidentified contingencies andprovisions for unforeseeable industry risks.Additions to and recoveries of provisions and impairment, losses onirrecoverable loans, recoveries on loans covered by provisions anddiscounts calculated on restructured loans are recorded in the profitand loss account under “Cost of risk”.The interest received from the repayment of the carrying amount of loansthat have been written-down, as well as the reversals of discountingeffects and the discount on restructured loans, are recognised under“Interest income”.3362012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6REGULATED SAVINGS AND LOAN CONTRACTSHome savings accounts (Comptes Épargne Logement, or CELs) and homesavings plans (Plans d’Épargne Logement, or PELs) are governmentregulated retail products sold in France. They combine an inseparablesavings phase and a loan phase with the loan phase contingent uponthe savings phase.These products contain two types of obligations for BNP Paribas SA: anobligation to pay interest on the savings for an indefinite period at arate set by the government on inception of the contract (in the case ofPEL products) or at a rate reset every six months using an indexationformula set by law (in the case of CEL products); and an obligation to lendto the customer (at the customer’s option) an amount contingent uponthe rights acquired during the savings phase at a rate set on inceptionof the contract (in the case of PEL products) or at a rate contingent uponthe savings phase (in the case of CEL products).BNP Paribas SA’s future obligations with respect to each generation (inthe case of PEL products, a generation comprises all products with thesame interest rate at inception; in the case of CEL products, all suchproducts constitute a single generation) are measured by discountingpotential future earnings from at-risk outstandings for that generation.At-risk outstandings are estimated on the basis of a historical analysisof customer behaviour, and equate to statistically probable outstandingloans and the difference between statistically probable outstandings andminimum expected outstandings, with minimum expected outstandingsbeing deemed equivalent to unconditional term deposits.Earnings for future periods from the savings phase are estimated as thedifference between the reinvestment rate and the fixed savings interestrate on at-risk savings outstanding for the period in question. Earningsfor future periods from the loan phase are estimated as the differencebetween the refinancing rate and the fixed loan interest rate on at-riskoutstanding loans for the period in question.The reinvestment rate for savings and the refinancing rate for loansare derived from the swap yield curve and from the spreads expectedon financial instruments of similar type and maturity. Spreads aredetermined on the basis of actual spreads on fixed rate home loans inthe case of the loan phase and on products offered to retail clients in thecase of the savings phase.In order to reflect the uncertainty of future interest-rate trends, andthe impact of such trends on customer behaviour models and on atrisk outstandings, the obligations are estimated using the Monte-Carlomethod.When the sum of BNP Paribas SA’s estimated future obligations withrespect to the savings and loan phases of any generation of contractsindicates a potentially unfavourable situation for BNP Paribas SA,a provision is recognised, with no offset between generations, in thebalance sheet under “Provisions“. Movements in this provision arerecognised as interest income in the profit and loss account.SECURITIESThe term “securities“ covers interbank market securities, Treasury billsand negotiable certificates of deposit, bonds and other “Fixed Income“securities (whether fixed- or floating-rate) and equities and othervariable-income securities.In accordance with CRC standard 2005-01, securities are classifiedas “Trading account securities“, “Securities available for sale“, “Equitysecurities available for sale in the medium term“, “Debt securities heldto maturity“, “Equity securities held for long-term investment“, or“Investments in subsidiaries and affiliates“.When a credit risk has occurred, Fixed Income securities held in the“Available for sale“ or “Held to maturity“ portfolio are classified asdoubtful, based on the same criteria as those applied to doubtful loansand commitments.When securities exposed to counterparty risk are classified as doubtfuland the related provision can be separately identified, the correspondingcharge is included in “Cost of risk“.Trading account securities“Trading account securities“ are securities bought or sold with theintention of selling them or repurchasing them in the near future, aswell as those held as a result of market-making activities. These securitiesare valued individually at market value if they meet the following criteria:■ they can be traded on an active market (i.e., a market where thirdparties have continuous access to market prices through a securitiesexchange, brokers, traders, or market-makers);■ the market prices reflect actual, regularly-occurring transactionstaking place under normal competition conditions.“Trading account securities” also include securities bought or sold forspecific asset-management objectives (especially in terms of sensitivity)for trading books comprised of forward financial instruments, securities,or other financial instruments taken globally.Changes in the market value of these securities are recognised in income.“Trading account securities” cannot be reclassified into another categoryand must follow the valuation rules for this category until they are sold,fully redeemed, or recognised as a loss and consequently removed fromthe balance sheet.In the case of exceptional circumstances necessitating a change ininvestment strategy, “Trading account securities” can be reclassifiedas “Securities available for sale” or “Debt securities held to maturity”depending on the new strategy.If fixed income securities classified as “Trading account securities” can nolonger be traded on an active market, and if the Bank has the intentionand ability to hold these securities for the foreseeable future or untilmaturity, they can be reclassified as “Securities available for sale” or“Debt securities held to maturity”.The accounting rules for the new category would apply to reclassifiedsecurities as of the reclassification date.If the market in which securities classified as “Trading account securities”were purchased can no longer be considered active, the securities will bevalued using methods that take into account the new market conditions.62012 Registration document and annual financial report - BNP PARIBAS 337

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Securities available for saleThe “Securities available for sale“ category includes securities notclassified into one of the other categories.Bonds and other fixed income securities are valued at the lower of cost(excluding accrued interest) or probable market prices, which is generallydetermined on the basis of stock market prices. Accrued interest is postedto the profit and loss account under “Interest income on bonds and otherFixed Income securities“.The difference between cost and the redemption price of fixed incomesecurities purchased on the secondary market is recognised in incomeusing the actuarial method. On the balance sheet, their carrying amountis amortised to their redemption value over their remaining life .Equities are valued at the lower of cost and probable market value, whichis generally determined on the basis of stock market prices, for listedequities, or BNP Paribas SA’s share in net assets calculated on the basisof the most recent financial statements available, for unlisted equities.Dividends received are recognised in income under “Income on equitiesand other variable income instruments“ on a cash basis.The cost of securities available for sale that have been sold is determinedon a first in, first out (FIFO) basis. Disposal gains or losses, and additionsto and reversals of lower of cost and market provisions are reflected inthe profit and loss account under “Gains (losses) on securities availablefor sale“.In the case of exceptional circumstances necessitating a change ininvestment strategy, or if the securities can no longer be traded on anactive market, securities classified as “Securities available for sale“ maybe reclassified as “Debt securities held to maturity“ and must be identifiedwithin this portfolio. These securities would then be recognised accordingto the method used for “Debt securities held to maturity“.Equity securities available for sale in the mediumterm“Equity securities available for sale in the medium term” compriseinvestments made for portfolio management purposes, with the aim ofrealising a profit in the medium term without investing on a long-termbasis in the development of the issuer’s business. This category includesventure capital investments.“Equity securities available for sale in the medium term” are recordedindividually at the lower of cost and fair value. Fair value takes intoaccount the issuer’s general business outlook and the planned holdingperiod. The fair value of listed stocks corresponds primarily to the averagestock market price determined over a one-month period.Debt securities held to maturityFixed Income securities with a specified maturity (mainly bonds, interbankmarket securities, Treasury bills, and other negotiable debt securities) arerecorded under “Debt securities held to maturity“ to reflect BNP ParibasSA’s intention of holding them to maturity.Bonds classified under this heading are financed by matching funds orhedged against interest-rate exposure for their remaining lives.The difference between cost and the redemption price of these securitiesis recognised in income using the actuarial method. On the balance sheet,their carrying amount is amortised to their redemption value over theirmaturity.Interest on debt securities held to maturity is recorded in the profit andloss account under “Interest income on bonds and other Fixed Incomesecurities“.An impairment is recognised when a decline in the credit standing of anissuer jeopardises redemption at maturity.If a significant portion of the “Debt securities held to maturity“ is sold orreclassified into a different category, the sold or reclassified securitiescannot be returned to the “Debt securities held to maturity“ category atany time during the current financial period or the following two financialyears. All the securities classified as “Debt securities held to maturity“would then be reclassified as “Equity securities available for sale in themedium term“.If exceptional market circumstances necessitate a change in investmentstrategy, and “Trading account securities“ and “Securities available forsale“ are reclassified as “Debt securities held to maturity“, the sale ofany “Debt securities held to maturity“ prior to the maturity date wouldnot invoke the reclassification clauses in the above paragraph if the saleoccurred because the securities had once again become tradable on anactive market.Equity securities held for long-term investment,investments in subsidiaries and affiliatesInvestments in non-consolidated undertakings include investments inaffiliates in which BNP Paribas SA exercises significant influence overmanagement and investments considered strategic to BNP ParibasSA’s business development. This influence is deemed to exist whenBNP Paribas SA holds an ownership interest of at least 10%.Equity securities held for long-term investment are shares and relatedinstruments that BNP Paribas SA intends to hold on a long-term basisin order to earn a satisfactory long-term rate of return without takingan active part in the management of the issuing company, but with theintention of promoting the development of lasting business relationshipsby creating special ties with the issuer.Other participating interests consist of shares and other variable incomeinvestments in companies over which BNP Paribas SA has exclusivecontrol (i.e., companies that could be fully incorporated into the Group).These types of securities are recorded individually at the lower of cost andfair value. Fair value is determined on the basis of available informationusing a multi-criteria valuation approach, including discounted futurecash flows, sum-of-the-digits and net asset value methods as well asan analysis of ratios commonly used to assess future yields and exitopportunities for each line of securities.3382012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6The fair value of listed securities is considered to be at least equal to costif the stock market price at period-end is no more than 20% below costand the stock market price has not been below cost for the preceding12 consecutive months. If these conditions are not met, and if a multicriteriavaluation shows that an impairment should be recognised onthe carrying amount, the fair value is considered to be equal to thestock market price. The same holds true if the stock market price is lessthan cost for 24 consecutive months, the closing stock market price isless than 50% of cost, or the average price over a 12-month period ismore than 30% lower than cost. For simplicity, listed securities acquiredfor less than EUR 10 million may be valued on the basis of the averageclosing stock market price.Disposals, gains and losses and provision movements are recorded inthe profit and loss account under “Net gain (loss) on disposals of fixedassets”.Dividends are recorded under “Income from variable-income securities”when they have been declared by the issuers’ shareholders or if theshareholders’ decision is unknown, when they are received.Treasury sharesTreasury shares held by BNP Paribas SA are classified and valued asfollows:■ treasury shares purchased under a market-making agreement oracquired in connection with index arbitrage transactions are recordedunder “Trading account securities“ at market price;■ treasury shares held for allocation to employees are recorded under“Securities available for sale“.Pursuant to CRC Regulation 2008-17 dated 30 December 2008, treasuryshares held for allocation to employees are valued according tothe procedure set forth in CRC Regulation 2008-15 concerning therecognition of stock options and share awards. Under CRC Regulation2008-15, such treasury shares are not impaired, but a provisionis recognised for these shares based on the services provided bythe employees who will receive the shares. The portion of sharesgranted to employees of BNP Paribas SA subsidiaries is charged to thesubsidiaries over the vesting period;■ treasury shares that are intended to be cancelled or that are notbeing held for either of the above reasons are included in long-terminvestments. Treasury shares intended to be cancelled are stated atcost; all others are stated at the lower of cost and fair value.FIXED ASSETSBuildings and equipment are stated at acquisition cost or at the adjustedvalue determined in accordance with France’s approbation laws of 1977and 1978. Revaluation differences on non-depreciable assets, recordedat the time of these statutory revaluations, are included in share capital.Fixed assets are initially recognised at purchase price plus directlyattributable costs, together with borrowing costs where a long period ofconstruction or adaptation is required before the asset can be broughtinto service.Software developed internally by BNP Paribas SA that fulfils the criteriafor capitalisation is capitalised at direct development cost, which includesexternal costs and staff costs directly attributable to the project.Subsequent to initial recognition, fixed assets are measured at cost lessaccumulated depreciation or amortisation and any impairment losses.Fixed assets are depreciated or amortised using the straight-linemethod over the useful life of the asset. Depreciation and amortisationexpense is recognised in the profit and loss account under “Depreciation,amortisation, and provisions on tangible and intangible assets“.The portion of recognised depreciation or amortisation that exceedsthe economic amount or amortisation calculated on a straight-linebasis is recorded in the balance sheet as a liability under “Regulatoryprovisions: accelerated depreciation and amortisation“. BNP Paribas SAdoes not calculate the deferred tax effects of accelerated depreciationand amortisation.When an asset consists of a number of components that may requirereplacement at regular intervals or that have different uses or differentpatterns of consumption of economic benefits, each component isrecognised separately and depreciated using a method appropriate to thatcomponent. BNP Paribas SA has adopted the component-based approachfor property used in operations.The depreciation periods used for office property are as follows: 80 yearsor 60 years for the shell (for prime and other property respectively); 30years for facades; 20 years for general and technical installations; and10 years for fixtures and fittings.Depending on its type, software is amortised over a period of no morethan 8 years in relation to infrastructure developments and 3 years or5 years in the case of software developed primarily for the purpose ofproviding services to customers.Depreciable fixed assets are tested for impairment if there is an indicationof potential impairment at the balance sheet date. Non-depreciableassets are tested for impairment annually.If there is an indication of impairment, the new recoverable amount ofthe asset is compared with the carrying amount. If the asset is foundto be impaired, an impairment loss is recognised in the profit and lossaccount. This loss is reversed in the event of a change in the estimatedrecoverable amount or if there is no longer an indication of impairment.Impairment losses are taken into account in the profit and loss accountunder “Depreciation, amortisation, and provisions on tangible andintangible assets“.Gains and losses on disposals of property, plant and equipment, andintangible assets used in operations are recognised in the profit and lossaccount under “Net gain (loss) on disposals of fixed assets“.62012 Registration document and annual financial report - BNP PARIBAS 339

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6AMOUNTS DUE TO CREDIT INSTITUTIONSAND CUSTOMERSAmounts due to credit institutions are classified into demand accounts,time deposits and borrowings. Customer deposits are classified intoregulated savings accounts and other customer deposits. These sectionsinclude securities and other assets sold under repurchase agreements.Accrued interest is recorded on a separate line.DEBT SECURITIESDebt securities are broken down between retail certificates of deposit,interbank market securities, negotiable certificates of deposit, bonds andother debt instruments. This section does not include subordinated noteswhich are recorded under “Subordinated debt“.Accrued interest on debt securities is recorded on a separate line of thebalance sheet and is debited to the profit and loss account.Bond issue and redemption premiums are amortised using the yieldto-maturitymethod over the life of the bonds. Bond issuance costs areamortised using the straight-line method over the life of the bonds.PROVISIONS FOR INTERNATIONALCOMMITMENTSProvisions for international commitments are based on the evaluation ofnon-transfer risk related to the future solvency of each of the countriesat risk and on the systemic credit risk incurred by debtors in the eventof a constant and durable deterioration in the overall situation andeconomies of these countries. Additions and reversals of these provisionsare reflected in the profit and loss account under “Cost of risk“.PROVISIONS FOR ITEMS NOT RELATED TOBANKING TRANSACTIONSBNP Paribas SA records provisions for clearly identified contingenciesand charges of uncertain timing or amount. In accordance with currentregulations, these provisions for items not related to banking transactionsmay be recorded only if the Bank has an obligation to a third party atyear-end, there is a high probability of an outflow of resources to thethird party, and no equivalent economic benefits are expected in returnfrom the third party.COST OF RISKThe “Cost of risk“ line item includes expenses arising from the identificationof counterparty and credit risks, litigation, and fraud inherent to bankingtransactions conducted with third parties. Net movements in provisionsthat do not fall under the category of such risks are classified in the profitand loss account according to their type.FORWARD FINANCIAL INSTRUMENTSForward financial instruments are purchased on various markets for useas specific or general hedges of assets and liabilities, or for transactionpurposes.The Bank’s commitments related to these instruments are recognisedoff-balance sheet at nominal value. The accounting treatment of theseinstruments depends on the corresponding investment strategy.Derivatives held for hedging purposesIncome and expenses related to forward derivatives held for hedgingpurposes and designated to one instrument or a group of homogeneousinstruments are recognised in income symmetrically with the income andexpenses on the underlying instrument, and under the same heading.Income and expenses related to forward financial instruments used tohedge overall interest rate risk are recognised in income on a pro ratabasis.Derivatives held for trading purposesDerivatives held for trading purposes can be traded on organised marketsor over-the-counter.Derivatives held within a trading book are valued at market value on thebalance sheet date. The corresponding gains and losses (realised andunrealised) are recognised in income under “Gains (losses) on tradingaccount securities“.The market value is determined from either:■ the listed price, if one is available;■ or a valuation method using recognised financial models and theorieswith parameters calculated from transaction prices observed on activemarkets, or from statistical or other quantitative methods.In both cases, BNP Paribas SA makes conservative value adjustments toaccount for modelling, counterparty, and liquidity risks.Some complex derivatives, which are typically custom-made fromcombined instruments and highly illiquid, are valued using models wherecertain parameters are not observable on an active market.Until 31 December 2004, the Bank recognised gains from trading thesecomplex derivatives immediately in income.However, on 1 January 2005, the Bank began recognising these gainsin income over the period during which the valuation parameters areexpected to be unobservable. If, during this period, the parametersdo become observable or a justifiable valuation can be obtained bycomparison with recent, similar transactions on an active market, theremaining unrecognised gains are recognised directly in income.3402012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Other derivatives transactionsDepending on the nature of the instruments, gains and losses onover-the-counter contracts representing isolated open positions arerecognised in income when the contracts are settled or on a pro ratabasis. A provision for unrealised losses is recognised for each group ofhomogeneous contracts.CORPORATE INCOME TAXA charge for corporate income tax is taken in the period in which therelated taxable income and expenses are booked, regardless of the periodin which the tax is actually paid. BNP Paribas SA recognises deferredtax for all temporary differences between the book value of assets andliabilities and their tax basis according to the liability method. Recognitionof deferred tax assets depends on the probability of recovery.EMPLOYEE PROFIT-SHARINGAs required by French law, BNP Paribas SA recognises employee profitsharingin the year in which the employee entitlement arises and reportsthe amount under “Salaries and employee benefit expenses“ in the profitand loss account.EMPLOYEE BENEFITSBNP Paribas SA employees receive each of the following four types ofbenefits:■ termination benefits, payable primarily in the case of early terminationof an employment contract;■ short-term benefits such as salary, annual leave, incentive plans, profitsharingand additional payments;■ long-term benefits, including compensated absences, long-serviceawards, and other types of cash-based deferred compensation;■ post-employment benefits, including top-up banking industry pensionsin France and pension plans in other countries, some of which areoperated through pension funds.Termination benefitsTermination benefits are employee benefits payable as a result of adecision by BNP Paribas SA to terminate a contract of employmentbefore the legal retirement age or by an employee to accept voluntaryredundancy in exchange for a benefit. Termination benefits due morethan 12 months after the closing date are discounted.Short-term benefitsBNP Paribas SA recognises an expense when it has used services renderedby employees in exchange for employee benefits.Long-term benefitsLong-term benefits are benefits (other than post-employment benefitsand termination benefits) which do not fall wholly due within 12 monthsafter the end of the period in which the employee renders the associatedservices. The actuarial techniques used are similar to those used fordefined benefit post-employment benefits, except that actuarial gainsand losses are recognised immediately, as are the effects of any planamendments.This relates in particular to cash compensation deferred for more than 12months, which is accrued in the financial statements for the period duringwhich the employee provides the corresponding services. If the paymentof this deferred variable compensation is subject to the employee’scontinued presence at the vesting date, the services are presumed tohave been rendered during the vesting period and the correspondingcompensation expense is recognised on a pro rata basis over that period.The expense is recognised under salaries and employee benefit expenses,with a corresponding liability in the balance sheet. It is revised to takeaccount of any non-fulfilment of the continued presence or performanceconditions and changes in the BNP Paribas share price.If there is no continued presence condition, the expense is not deferredbut recognised immediately with a corresponding liability in the balancesheet, which is then revised on each reporting date until settlement, toaccount for any performance conditions and changes in the BNP Paribasshare price.Post-employment benefitsThe post-employment benefits provided to BNP Paribas SA employees inFrance include both defined-contribution plans and defined-benefit plans.Defined contribution plans, such as Caisse Nationale d’AssuranceVieillesse and supplemental national and trade union plans that paypensions to former BNP Paribas SA employees in France, do not giverise to an obligation for BNP Paribas SA and consequently do not requirea provision. The amount of employer’s contributions payable during theperiod is recognised as an expense.Only defined benefit plans, such as the retirement packages paid forby BNP Paribas SA’s retirement fund, give rise to an obligation forBNP Paribas SA. This obligation must be measured and recognised as aliability by means of a provision.The classification of plans into these two categories is based on theeconomic substance of the plan, which is reviewed to determine whetherBNP Paribas SA has a legal or constructive obligation to pay the agreedbenefits to employees.62012 Registration document and annual financial report - BNP PARIBAS 341

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Post-employment benefit obligations under defined benefit plans aremeasured using actuarial techniques that take into account demographicand financial assumptions. The amount of the obligation recognised asa liability is measured on the basis of the actuarial assumptions appliedby the Group, using the projected unit credit method. This method takesinto account of various parameters such as demographic assumptions,the probability that employees will leave before retirement age, salaryinflation, a discount rate, and the general inflation rate. The value of anyplan assets is deducted from the amount of the obligation.The amount of the obligation under a plan, and the value of the planassets, may show significant fluctuations from one period to the nextdue to changes in actuarial assumptions, thereby giving rise to actuarialgains and losses. BNP Paribas SA applies the corridor method to accountfor actuarial gains and losses. Under this method, BNP Paribas SA isallowed to recognise, as from the following period and over the averageremaining service lives of employees, only that portion of actuarial gainsand losses that exceeds the greater of 10% of the present value of thegross defined-benefit obligation or 10% of the fair value of plan assetsat the end of the previous period.The effects of plan amendments on past service costs are recognised inprofit or loss over the full vesting period of the amended benefits.The annual expense recognised in the profit and loss account under“Salaries and employee benefit expenses“ with respect to defined benefitplans, is comprised of the current service cost (the rights vested in eachemployee during the period in return for services rendered), interest cost(the effect of discounting the obligation), the expected return on planassets, amortisation of actuarial gains and losses and past service costarising from plan amendments, and the effect of any plan curtailmentsor settlements.RECOGNITION OF REVENUE AND EXPENSESInterest and fees and commissions qualified as interest are recognisedon an accrual basis and include the commissions charged by the Bank aspart of an overall loan package (i.e., application fees, commitment fees,participation fees, etc.). The marginal transaction costs that the Bankmust pay when granting or acquiring loans are also spread out over theeffective life of the corresponding loan.Fees and commissions not qualified as interest that relate to the provisionof services are recognised when the service is performed or, for ongoingservices, on a prorated basis over the length of the service agreement.FOREIGN CURRENCY TRANSACTIONSForeign exchange positions are generally valued at the official year-endexchange rate. Exchange gains and losses on transactions in foreigncurrency carried out in the normal course of business are recognised inthe profit and loss account.Exchange differences arising from the conversion of assets held on a longtermbasis, including equity securities held for long-term investment, thecapital made available to branches, and other foreign equity investmentsdenominated in foreign currencies and financed in euros, are recognisedas translation adjustments for the balance sheet line items recordingthe assets.Exchange differences arising from the conversion of assets held on a longtermbasis, including equity securities held for long-term investment, thecapital made available to branches, and other foreign equity investments,denominated and financed in foreign currencies, are recognisedsymmetrically as translation differences for the corresponding financing.FOREIGN CURRENCY TRANSLATIONMonetary and non-monetary foreign currency-denominated assets andliabilities of foreign branches are translated into euros at the year-endexchange rate. Translation adjustments regarding the capital madeavailable to BNP Paribas SA branches outside of France are included in“Accrued income” and “Accrued expenses”.Note 2.HIGHLIGHTSDuring the year 2011, the three European countries, Greece, Ireland andPortugal saw a substantial deterioration in their public finances becauseof poor economic conditions and the financial crisis. This gradually causedinvestors to shun these countries’ sovereign debt, which prevented themfrom raising the resources needed to finance their public-sector deficits.In response, eurozone member-states devised a solidarity policy thatprompted them, alongside the International Monetary Fund, to set upa support system. This resulted in several support packages, first forGreece, then for Ireland and Portugal.In the second half of 2011 it was realised that Greece would struggleto meet the economic targets on which the 21 July plan was based,particularly in regards to the sustainability of its debt. This led to anotheragreement in principle regarding the basis of this plan on 26 October.The carrying value of Greek securities held was reduced by 75%, resulting3422012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6in a loss for 2011, recorded under cost of risk, of EUR 1, 281 millionafter the bonds were reclassified as debt securities held to maturityon 30 June 2011 (see note 3.d). The carrying value of Greek bonds wasEUR 768 million at 31 December 2011 (see note 4.e).On 21 February 2012 an agreement was defined and supplementedbetween the Greek government, private-sector investors and theEurogroup. The agreed offer involved private-sector investors waiving53.5% of the nominal value of their Greek bonds. In exchange they willreceive the equivalent of 31.5% of the principal of the bonds held in theform of 20 new securities issued by the Greek government with maturitiesof 11 to 30 years and 15% of the principal of the bonds held in the form ofshort-term securities issued by the European Stability Fund. All of thesesecurities, received on 12 March 2012, have been recorded as securitiesavailable for sale. In addition to the exchange, each new bond issuedby Greece will be accompanied by a security linked to movements inGreece’s gross domestic product over and above those expected in theplan. These securities are recorded as derivatives.The market value of securities received in exchange for the original bondswas recognised on 12 March 2012 at 23.3% of the nominal value of theoriginal bonds. The difference between this figure and the recorded valueof the original bonds, together with the adjustment to accrued intereston the original bonds, resulted in a loss of EUR 25 million being recordedunder cost of risk.On 27 November 2012 representatives of the Eurogroup and theIMF requested that the Greek government put in place a repurchaseprogramme for part of the debt held by private investors, with the goalof cutting the country’s debt to 124% of GDP in 2020.This operation, which ran from 3 to 11 December 2012, allowed privateinvestors to participate in the repurchase offering, which was made atan average price of 33.5% of nominal value. Under this arrangement,BNP Paribas disposed of all the remaining securities in its portfolio,generating a capital gain of EUR 25 million.Note 3. NOTES TO THE 2012 PROFIT AND LOSS ACCOUNT3.a NET INTEREST INCOMEBNP Paribas SA includes in “Interest income“ and “Interest expense“ allincome and expenses from financial instruments measured at amortisedcost and from financial instruments measured at fair value that do notmeet the definition of a derivative instrument. The change in fair valueon financial instruments at fair value through profit or loss (excludingaccrued interest) is recognised under “Gains (losses) on trading accountsecurities“.Interest income and expense on derivatives accounted for as fair valuehedges are included with the revenues generated by the hedged item.2012 2011In millions of eurosIncome Expenses Income ExpensesCredit institutions 4, 557 (4, 771) 6, 559 (5, 665)Demand accounts, loans and borrowings 4, 132 (4, 242) 5, 286 (4, 491)Securities given/received under repurchase agreements 299 (529) 1, 149 (1, 174)Subordinated loans 126 124Customers 8, 731 (3, 237) 9, 757 (3, 709)Demand accounts, loans, and term accounts 8, 585 (2, 965) 9, 359 (3, 119)Securities given/received under repurchase agreements 137 (272) 369 (590)Subordinated loans 9 29Finance leases 10 (5) 15 (11)Debt securities 571 (4, 421) 1, 691 (6, 039)Bonds and other fixed-income securities 4, 304 5, 405Trading account securities 520 1, 245Securities available for sale 3, 655 3, 976Debt securities held to maturity 129 184Macro-hedging instruments (1, 127) (1, 269)TOTAL INTEREST INCOME AND EXPENSE 18, 173 (13, 561) 23, 427 (16, 693)62012 Registration document and annual financial report - BNP PARIBAS 343

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements3.b INCOME ON EQUITIES AND OTHER VARIABLE INSTRUMENTSIn millions of euros 2012 2011Securities available for sale 36 41Investments in subsidiaries and equity securities held for long-term investment 299 248Affiliates 2, 444 2, 337TOTAL INCOME ON EQUITIES AND OTHER VARIABLE INSTRUMENTS 2, 779 2, 6263.c COMMISSIONS2012 2011In millions of eurosIncome Expenses Income ExpensesCommissions on banking and financing transactions 2, 176 (606) 2, 905 (613)Customer items 1, 531 (100) 1, 929 (121)Other 645 (506) 976 (492)Commissions on financial services 2, 544 (258) 2, 629 (192)TOTAL COMMISSION INCOME AND EXPENSES 4, 720 (864) 5, 534 (805)3.d COST OF RISK AND PROVISION FOR CREDIT RISKSCost of risk represents the net amount of impairment losses recognised with respect to credit risks inherent to BNP Paribas SA’s banking intermediationactivities, plus any impairment losses in the case of known counterparty risk on over-the-counter instruments.In millions of euros 2012 2011Net additions to or write-backs from provisions (414) (1, 864)6Customer items and credit institutions (459) (391)Off-balance sheet commitments 139 (95)Securities (4) (1, 347)of which Greek sovereign debt (1) (25) (1, 281)Doubtful loans (2) 25Financial instruments for market activities (88) (56)Irrecoverable loans not covered by provisions (156) (107)Recoveries of loans written-off 70 48TOTAL COST OF RISK (500) (1, 923)(1) The charge relating to Greek sovereign debt recorded in 2011 is the result of additional provisions, taking the total to 75% of the nominal value of thesebonds, recorded on the date these securities were reclassified as debt securities held to maturity.In millions of euros 2012 2011Balance at 1 January 10, 877 9, 217Net additions to or write-backs from provisions 414 1, 864Write-offs during the period covered by provisions (2, 962) (1, 324)Effect of movements in exchange rates and other (65) 1, 120TOTAL PROVISION FOR CREDIT RISKS 8, 264 10, 8773442012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6In millions of euros 2012 2011Provisions deducted from assets 7, 504 10, 016For amounts due from credit institutions (note 4.a) 299 469For amounts due from customers (note 4.b) 6, 751 6, 721For leasing transactions 7 6For securities 298 2, 322of which Greek sovereign debt - 1, 849For financial instruments for market activities 149 498Provisions recognised as liabilities (note 4.j) 760 861For off-balance sheet commitments 669 813For doubtful loans 91 48TOTAL PROVISION FOR CREDIT RISKS 8, 264 10, 8773.e NET GAIN (LOSS) ON DISPOSALS OF LONG-TERM INVESTMENTS2012 2011In millions of eurosIncome Expenses Income ExpensesInvestments in subsidiaries and equity securities held forlong-term investment 1, 249 (114) 314 (840)Divestments 698 (33) 249 (72)Provisions 551 (81) 65 (768)Investments in affiliates 762 (324) 1, 993 (450)Divestments 644 (36) 1, 768 (89)Provisions 118 (288) 225 (361)Operating assets 11 (3) 13 (61)TOTAL 2, 022 (441) 2, 320 (1, 351)NET GAIN ON DISPOSALS OF LONG-TERM INVESTMENTS 1, 581 96963.f CORPORATE INCOME TAXIn millions of euros 2012 2011Current tax expense (453) 127Deferred tax expense (820) 173TOTAL CORPORATE INCOME TAX (1, 273) 3002012 Registration document and annual financial report - BNP PARIBAS 345

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsNote 4. NOTES TO THE BALANCE SHEET AT 31 DECEMBER 20124.a AMOUNTS DUE FROM AND DUE TO CREDIT INSTITUTIONSIn millions of euros, at 31 December 2012 31 December 2011Loans and receivables 171, 447 215, 020Demand accounts 6, 605 15, 595Term accounts and loans 159, 060 192, 945Subordinated loans 5, 782 6, 480Securities received under repurchase agreements 99, 332 97, 317TOTAL LOANS AND RECEIVABLES DUE FROM CREDIT INSTITUTIONS BEFORE IMPAIRMENT 270, 779 312, 337Of which accrued interest 843 1, 223Impairment on receivables due from credit institutions (note 3.d) (299) (469)TOTAL LOANS AND RECEIVABLES DUE FROM CREDIT INSTITUTIONS AFTER IMPAIRMENT 270, 480 311, 868In millions of euros, at 31 December 2012 31 December 2011Deposits and borrowings 213, 597 238, 386Demand deposits 11, 594 15, 861Term accounts and borrowings 202, 003 222, 525Securities given under repurchase agreements 117, 556 113, 094TOTAL DUE TO CREDIT INSTITUTIONS 331, 153 351, 480Of which accrued interest 1, 264 1, 32064.b CUSTOMER ITEMSIn millions of euros, at 31 December 2012 31 December 2011Loans and receivables 275, 381 299, 448Commercial and industrial loans 2, 312 1, 952Demand accounts 9, 869 10, 896Short-term loans 54, 745 63, 600Mortgages 71, 268 72, 879Equipment loans 49, 838 52, 452Export loans 15, 945 17, 120Other customer loans 68, 551 77, 847Subordinated loans 2, 853 2, 702Securities received under repurchase agreements 47, 777 41, 965TOTAL CUSTOMER ITEMS BEFORE IMPAIRMENT - ASSETS 323, 158 341, 413Of which accrued interest 639 748Of which loans eligible for refinancing by the Banque de France 202 169Of which doubtful loans 4, 798 4, 188Of which irrecoverable loans 5, 854 5, 546Of which restructured loans 47 28Impairment on receivables due from customers (note 3.d) (6, 751) (6, 721)TOTAL CUSTOMER ITEMS NET AFTER IMPAIRMENT - ASSETS 316, 407 334, 6923462012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6The following table gives the loans and receivables due from customers by counterparty.In millions of euros, atSoundloansDoubtfulloans net ofprovisions31 December 2012 31 December 2011TotalSoundloansDoubtfulloans net ofprovisionsFinancial institutions 31, 253 860 32, 113 9, 328 674 10, 002Companies 151, 209 3, 477 154, 686 189, 561 2, 245 191, 806Entrepreneurs 9, 513 214 9, 727 16, 087 656 16, 743Individuals 63, 885 685 64, 570 66, 423 998 67, 421Other non-financial customers 7, 452 82 7, 534 6, 742 13 6, 755TOTAL LOANS AND RECEIVABLES NET OF IMPAIRMENT 263, 312 5, 318 268, 630 288, 141 4, 586 292, 727TotalIn millions of euros, at 31 December 2012 31 December 2011Deposits 236, 745 230, 966Demand deposits 74, 515 71, 685Term deposits 105, 924 107, 882Regulated savings accounts 56, 306 51, 399Of which demand regulated savings accounts 43, 098 38, 312Securities given under repurchase agreements 48, 056 52, 362TOTAL CUSTOMER ITEMS - LIABILITIES 284, 801 283, 328Of which accrued interest 863 94762012 Registration document and annual financial report - BNP PARIBAS 347

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements4.c SECURITIES HELD BY BNP PARIBAS SA6In millions of euros, atNet carryingamount31 December 2012 31 December 2011MarketvalueNet carryingamountMarketvalueTrading account securities 61, 538 61, 538 79, 888 79, 888Securities available for sale 31, 396 31, 620 35, 525 36, 131Of which provisions (174) (1, 048)Debt securities held to maturity 349 349 1, 115 1, 030Of which provisions (1, 849)TOTAL TREASURY BILLS AND MONEY-MARKET INSTRUMENTS 93, 283 93, 507 116, 528 117, 049Of which receivables corresponding to loaned securities 22, 803 25, 968Of which goodwill 1, 254 1, 205Trading account securities 39, 240 39, 240 68, 210 68, 210Securities available for sale 25, 468 26, 111 24, 108 24, 906Of which provisions (386) (825)Debt securities held to maturity 2, 725 2, 735 3, 699 3, 951Of which provisions (57) (113)TOTAL BONDS AND OTHER FIXED-INCOME SECURITIES 67, 433 68, 086 96, 017 97, 067Of which unlisted securities 6, 554 6, 609 7, 419 7, 155Of which accrued interest 969 1, 283Of which receivables corresponding to loaned securities 10, 502 10, 226Of which goodwill (104) (130)Trading account securities 228 228 611 611Securities available for sale and equity securities availablefor sale in the medium term 1, 639 1, 799 1, 930 2, 243Of which provisions (326) (383)TOTAL EQUITIES AND OTHER VARIABLE-INCOME SECURITIES 1, 867 2, 027 2, 541 2, 854Of which unlisted securities 1, 495 1, 641 1, 835 2, 121Of which receivables corresponding to loaned securities - 49Investments in subsidianes 4, 595 5, 183 4, 488 5, 582Of which provisions (963) (1, 382)Equity securities held for long-term investment 274 355 369 423Of which provisions (121) (135)TOTAL INVESTMENTS IN SUBSIDIARIES AND EQUITY SECURITIESHELD FOR LONG-TERM INVESTMENT 4, 869 5, 538 4, 857 6, 005Of which unlisted securities 1, 970 2, 323 1, 591 2, 665Affiliates 55, 157 82, 201 53, 698 78, 407Of which provisions (2, 070) (1, 900)TOTAL INVESTMENTS IN AFFILIATES 55, 157 82, 201 53, 698 78, 407BNP Paribas SA’s equity investments and affiliate interests in credit institutions totalled EUR 1, 612 million and EUR 29, 658 million, respectively at31 December 2012, compared with EUR 1, 915 million and EUR 27, 336 million, respectively, at 31 December 2011.3482012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements64.d TREASURY SHARESIn millions of euros, atGross valueamount31 December 2012 31 December 2011Net carryingamountNet carryingamountTrading account securities 6 6 7Securities available for sale 96 96 110Investment in subsidiaries 62 62 439TOTAL TREASURY SHARES 164 164 556The fifth resolution of the Shareholders’ General Meeting of 23 May2012, which replaced the fifth resolution of the Shareholders’ GeneralMeeting of 11 May 2011, authorised BNP Paribas SA to buy back sharesrepresenting up to 10% of the Bank’s issued capital at a maximumpurchase price of EUR 60 per share (EUR 75 previously). The sharescould be acquired for the following purposes: for subsequent cancellationin accordance with conditions set by the Shareholders’ General Meetingof 23 May 2012; to fulfil the Bank’s obligations relative to the issue ofshares or share equivalents, for stock option plans, for share awards, orfor granting or selling shares to employees under an employee profitsharingplan, employee share ownership plan or corporate savings planand to cover any type of share award to the employees of BNP Paribasand companies controlled exclusively by BNP Paribas within the meaningof article L.233-16 of the French Commercial Code; to be held in treasuryfor subsequent remittance in exchange or payment for acquisitions,mergers, spin-offs or asset transfers; within the scope of a market-makingagreement compliant with the Code of Ethics recognised by the AMF; orfor asset and financial management purposes.This authorisation was granted for a period of 18 months.At 31 December 2012, BNP Paribas SA held 994, 518 treasury sharesclassified as “equity securities held for long-term investment” andintended to be cancelled.As of 31 December 2012, BNP Paribas SA held 2, 324, 117 treasury sharesclassified as “securities available for sale” and intended to be used forshare awards to Group employees, granted or sold as part of an employeeprofit-sharing plan, employee share ownership plan, or Company SavingsPlan.Under the Bank’s market-making agreement with Exane BNP Paribasrelating to BNP Paribas shares in the Italian market, BNP Paribas SAowned 149, 832 BNP Paribas shares classified as trading account securitiesat 31 December 2012. This market-making agreement is consistent withthe Code of Ethics recognised by the AMF.4.e LONG-TERM INVESTMENTSIn millions of euros1 jan. 2012 PurchasesGross valueDisposalsand Transfersredemptionsand othermovementsOther31 Dec.2012 1 jan. 2012 AdditionsmovementsWrite-backProvisions31 Dec.201231 Dec.2012CarryingamountDebt securities held tomaturity (note 4.c) 6, 776 21 (3, 696) 30 3, 131 1, 962 84 (1, 986) (3) 57 3, 074 4, 814Investments insubsidiaries and equitysecurities held forlong-term investment(note 4.c) 6, 374 99 (1, 179) 659 5, 953 1, 517 81 (514) 1, 084 4, 869 4, 857A ffiliates (note 4.c) 55, 599 3, 726 (1, 782) (316) 57, 227 1, 901 288 (117) (2) 2, 070 55, 157 53, 698Treasury shares(note 4.d) 439 (377) 62 62 439TOTAL LONG-TERMINVESTMENTS 69, 188 3, 846 (7, 034) 373 66, 373 5, 380 453 (2, 617) (5) 3, 211 63, 162 63, 80831 Dec.201162012 Registration document and annual financial report - BNP PARIBAS 349

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsUnder CRC Regulation 2008-17 dated 10 December 2008, financial instruments initially held for trading or available for sale can be reclassified as debtsecurities held to maturity.These reclassifications are summarised in the table below:In millions of eurosReclassificationdateAmount on thereclassificationdateCarryingvalue31 December 2012 31 December 2011Market ormodel valueCarryingvalueMarket ormodel valueSovereign bonds reclassified out of the"available for sale" portfolioTo debt securities held to maturity(Greek sovereign bonds) 30 June 2011 2, 085 0 0 768 699Financial assets reclassified out of thetrading portfolioTo debt securities held to maturity 1 October 2008 4, 404 1, 044 1, 004 1, 322 1, 266To debt securities held to maturity 30 June 2009 2, 760 1, 540 1, 564 1, 821 1, 793The following table shows the profit and loss items related to the reclassified assets, both as they were recorded during the period and as they wouldhave been recorded if the reclassification had not taken place.6In millions of eurosActualreclassification (1)2012 2011reclassification reclassification Total reclassification (1)Actual Pro forma for thePro forma forperiodthe period afterBeforeAfterafterProfit and loss items (before tax) 75 106 372 (1, 008) (636) (749)Revenues 79 131 372 215 587 532Of which Greek sovereign bonds 10 10 372 105 477 477Of which other fixed-income securities 69 121 110 110 55Gains (losses) on disposals of long-termInvestments (25) 24 24Of which other fixed-income securities (25) 24 24Cost of risk 21 (25) (1, 247) (1, 247) (1, 281)Of which Greek sovereign bonds (25) (25) (1, 281) (1, 281) (1, 281)Of which other fixed-income securities 46 34 34(1) Pro forma figures show what the contribution to profit in the period would have been if the instruments concerned had not been reclassified.3502012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements64.f DEBT SECURITIESIn millions of euros, at 31 December 2012 31 December 2011Negotiable debt securities 139, 243 138, 592Bond issues 5, 661 5, 384Other debt securities 374 504TOTAL DEBT SECURITIES 145, 278 144, 480Of which unamortised premiums 928 1, 084➤ BOND ISSUESThe following table gives the contractual maturity schedule for bonds issued by BNP Paribas SA as of 31 December 2012:In millions of eurosOutsta nding31 dec. 2012 2013 2014 2015 2016 2017 2018 to 2022 After 2022Bond issues 5, 661 909 353 2, 277 808 329 851 1344.g OTHER ASSETS AND LIABILITIESIn millions of euros, at 31 December 2012 31 December 2011Options purchased 156, 371 204, 751Settlement accounts related to securities transactions 3, 402 3, 402Deferred tax assets 1, 124 2, 135Miscellaneous assets 39, 984 37, 500TOTAL OTHER ASSETS 200, 881 247, 788Options sold 150, 135 199, 495Settlement accounts related to securities transactions 2, 024 2, 282Liabilities related to securities transactions 76, 875 128, 344Deferred tax liabilities 47 269Miscellaneous liabilities (1) 31, 903 32, 773TOTAL OTHER LIABILITIES 260, 984 363, 163(1) Accounts payable by BNP Paribas SA excluding foreign branches amounted to EUR 12.2 million at 31 December 2012 versus EUR 5.7 million at31 December 2011. The breakdown by maturity of BNP Paribas’ accounts payable excluding foreign branches shows that 94.7% were less than 60 daysold.62012 Registration document and annual financial report - BNP PARIBAS 351

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements4.h ACCRUED INCOME AND EXPENSESIn millions of euros, at 31 December 2012 31 December 2011Remeasurement of currency instruments and derivatives 60, 786 59, 303Accrued income 14, 089 11, 784Collection accounts 105 473Other accrued income 11, 809 13, 219TOTAL ACCRUED INCOME 86, 789 84, 779Remeasurement of currency instruments and derivatives 64, 390 63, 981Accrued expenses 14, 284 12, 372Collection accounts 989 801Other accrued expenses 8, 713 8, 060TOTAL ACCRUED EXPENSES 88, 376 85, 2144.i OPERATING ASSETS6In millions of euros, atGross value31 December 2012 31 December 2011Dep., amort andprovisions Carrying amount Carrying amountSoftware 2, 311 (1, 698) 613 597Other intangible assets 5, 705 (36) 5, 669 5, 628TOTAL INTANGIBLE ASSETS 8, 016 (1, 734) 6, 282 6, 225Land and buildings 2, 423 (776) 1, 647 1, 625Equipment, furniture and fixtures 2, 032 (1, 629) 403 472Other property, plant, and equipment 92 92 107TOTAL TANGIBLE ASSETS 4, 547 (2, 405) 2, 142 2, 2044.j PROVISIONSIn millions of euros, at 31 December 2011 Additions ReversalsOthermovements 31 December 2012Provision for employee benefit obligations 687 148 (247) (22) 566Provision for doubtful loans (note 3.d) 48 11 (11) 43 91Provision for off-balance sheet commitments (note 3.d) 813 168 (312) - 669Other provisions■ for banking transactions 1, 332 307 (559) 33 1, 113■ for non-banking transactions 1, 065 308 (178) (1) 1, 194TOTAL PROVISIONS 3, 945 942 (1, 307) 53 3, 6333522012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6➤ PROVISIONS FOR RISKS ON REGULATED SAVINGS PRODUCTSIn millions of euros, at 31 December 2012 31 December 2011Deposits collected under home savings accounts and plans 14, 946 14, 699Of which for home savings plans 12, 076 11, 846Aged more than 10 years 5, 374 5, 897Aged between 4 and 10 years 4, 491 3, 290Aged less than 4 years 2, 211 2, 659Outstanding loans granted under home savings accounts and plans 379 438Of which for home savings plans 76 96Provisions for home savings accounts and plans 152 243Of which discount on home savings accounts and plans 10 10Of which provisions for home savings accounts and plans 142 233Of which provisions for plans aged more than 10 years 65 65Of which provisions for plans aged between 4 and 10 years 28 91Of which provisions for plans aged less than 4 years 31 68Of which provisions for home savings accounts 18 9➤ CHANGE IN PROVISIONS FOR REGULATED SAVINGS PRODUCTSIn millions of eurosProvisions for homesavings plansProvisions for homesavings accounts2012 2011Provisions for homesavings plansProvisions for homesavings accountsTotal provisions at start of period 224 19 203 23Additions to provisions during the period - 9 21 -Provision reversals during the period (102) - (4)Total provisions at end of period 122 28 224 1962012 Registration document and annual financial report - BNP PARIBAS 353

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements4.k SUBORDINATED DEBTIn millions of euros, at 31 December 2012 31 December 2011Redeemable subordinated debt 5, 166 7, 705Undated subordinated debt 8, 078 8, 765Undated Super Subordinated Notes 7, 063 7, 081Undated Floating-Rate Subordinated Notes 790 1, 454Undated P articipating S ubordinated N otes 225 230Related debt 32 72TOTAL SUBORDINATED DEBT 13, 276 16, 542Redeemable subordinated debtThe redeemable subordinated debt issued by the Group is in theform of medium and long-term debt securities equivalent to ordinarysubordinated debt; these issues are redeemable prior to the contractualmaturity date in the event of liquidation of the issuer, and rank after theother creditors but before holders of participating loans and participatingsubordinated notes.These debt issues may contain a call provision authorising the Group toredeem the securities prior to maturity by repurchasing them in the stockmarket, via a public tender or exchange offers, or (in the case of privateplacements) over the counter, subject to regulatory approval.Debt issued by BNP Paribas SA via placements in the internationalmarkets may be subject to early redemption of the capital and earlypayment of interest due at maturity at the issuer’s discretion on or aftera date stipulated in the issue particulars (call option), or in the eventthat changes in the applicable tax rules oblige the BNP Paribas Groupissuer to compensate debt-holders for the consequences of such changes.Redemption may be subject to a notice period of between 15 and 60 daysand is subject to approval by the banking supervisory authorities.In the fourth quarter of 2011, the bank made a public offer to exchangeredeemable subordinated debt, eligible for inclusion in tier 2 capital,for new senior debt. This transaction reduced outstanding redeemablesubordinated debt by EUR 1, 433 million.In addition, two subordinated debt lines were redeemed early in thefourth quarter of 2011 under a call option, in accordance with the datespecified in the issue notice. This transaction reduced outstandingredeemable subordinated debt by EUR 1, 729 million.In 2012, five subordinated debt lines were redeemed under a calloption, in accordance with the date specified in the issue notice. Thesetransactions were the main reason for the reduction in outstandingredeemable subordinated debt of EUR 2, 451 million.6The following table gives the maturity schedule for redeemable subordinated debt as of 31 December 2012.In millions of eurosOutsta nding at31 dec. 2012 2013 2014 2015 2016 2017 2018 to 2022 After 2022Redeemable subordinated debt 5, 166 674 363 550 286 1, 963 844 486Undated subordinated debtUndated Super Subordinated NotesAt 31 December 2012 BNP Paribas SA had issued Undated SuperSubordinated Notes representing a total amount of EUR 7, 063 million.The notes pay a fixed- or floating-rate coupon and are redeemable at theend of a fixed period and thereafter at each coupon date. Some of theseissues will pay a coupon indexed to Euribor or Libor if the notes are notredeemed at the end of this period.In the fourth quarter of 2011, the following transactions were carried outin relation to these securities:■ a public offer to exchange USD 1.3 b illion of notes issued in June 2005for new non-subordinated BNP Paribas bonds paying interest at3-month USD Libor plus 2.75%. This transaction reduced outstandingdebt by USD 280 million.■ a public offer to buy EUR 750 million of notes issued in April 2006,GBP 325 million of notes issued in July 2006 and EUR 750 millionof notes issued in April 2007. This transaction reduced the amountsoutstanding on these notes by EUR 201 million, GBP 162 million andEUR 112 million respectively.Fortis Banque France, which was absorbed by BNP Paribas SA on 12 May2010, carried out a EUR 60 million issue of Undated Super SubordinatedNotes in December 2007. This issue offers investors a floating rate ofinterest. These Undated Super Subordinated Notes were redeemed earlyon 23 May 2011.3542012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6The table below summarises the characteristics of these various issues:Issue dateCurrencyAmount(in millions)CouponfrequencyRate and term before1st call dateRate after1st call date31 Dec.201231 Dec.2011June 2005 USD 1, 070 Half-yearly 5.186% 10 years USD 3-month Libor +1.680% 811 826October 2005 EUR 1, 000 Yearly 4.875% 6 years 4.875% 1, 000 1, 000October 2005 USD 400 Yearly 6.25% 6 years 6.250% 303 309April 2006 EUR 549 Yearly 4.73% 10 years 3-month Euribor +1.690% 549 549April 2006 GBP 450 Yearly 5.945% 10 years GBP 3-month Libor +1.130% 554 539July 2006 EUR 150 Yearly 5.45% 20 years 3-month Euribor +1.920% 150 150July 2006 GBP 163 Yearly 5.945% 10 years GBP 3-month Libor +1.810% 201 195April 2007 EUR 638 Yearly 5.019% 10 years 3-month Euribor +1.720% 638 638June 2007 USD 600 Quarterly 6.5% 5 years 6,50% 455 463June 2007 USD 1, 100 Half-yearly 7.195% 30 years USD 3-month Libor +1.290% 833 849October 2007 GBP 200 Yearly 7.436% 10 years GBP 3-month Libor +1.850% 246 239June 2008 EUR 500 Yearly 7.781% 10 years 3-month Euribor +3.750% 500 500September 2008 EUR 650 Yearly 8.667% 5 years 3-month Euribor +4.050% 650 650September 2008 EUR 100 Yearly 7.57% 10 years 3-month Euribor +3.925% 100 1003-month EuriborDecember 2009 EUR 2 Quarterly+3.750% 10 years 3-month Euribor +4.750% 2 2December 2009 EUR 17 Yearly 7.028% 10 years 3-month Euribor +4.750% 17 17USD 3-monthDecember 2009 USD 70 Quarterly Libor +3.750% 10 years USD 3-month Libor +4.750% 53 54December 2009 USD 0. 5 Yearly 7.384% 10 years USD 3-month Libor +4.750% 1 1UNDATED SUPER SUBORDINATED NOTES 7, 063 7, 081BNP Paribas has the option of not paying interest due on these UndatedSuper Subordinated Notes if no dividends were paid on BNP Paribas SAordinary shares or on Undated Super Subordinated Note equivalents inthe previous year. Unpaid interest is not carried forward.The contracts relating to these Undated Super Subordinated Notescontain a loss absorption clause. Under the terms of this clause, in theevent of insufficient regulatory capital – which is not fully offset by acapital increase or any other equivalent measure – the nominal valueof the notes may be reduced in order to serve as a new basis for thecalculation of the related coupons until the capital deficiency is made upand the nominal value of the notes is increased to its original amount.However, in the event of the liquidation of BNP Paribas, the amount dueto the holders of these notes will represent their original nominal valueirrespective of whether or not their nominal value has been reduced.62012 Registration document and annual financial report - BNP PARIBAS 355

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsUndated Floating-Rate Subordinated NotesThe Undated Floating-Rate Subordinated Notes (TSDIs) and other Undated Subordinated Notes issued by BNP Paribas are redeemable on liquidationof the Bank after repayment of all other debts but ahead of Undated Participating Subordinated Notes. They confer no rights over residual assets.Characteristics of Undated Floating-Rate Subordinated Notes:Issue dateCurrencyAmount(in millions)Rate and term before1st call dateRate after1st call date31 Dec.201231 Dec.2011October 1985 EUR 305 TMO -0.25% - - 254 254September 1986 USD 500 6-month Libor +0.075% - - 207 211January 2002 EUR 660 6.342% 10 years 3-month Euribor +2.33% - 660January 2003 EUR 328 5.868% 10 years 3-month Euribor +2.48% 329 329UNDATED FLOATING-RATE SUBORDINATED NOTES 790 1, 4546Payment of interest is obligatory on the TSDIs issued in October 1985(representing a nominal amount of EUR 305 million), but the Board ofDirectors may postpone interest payments if the Ordinary Shareholders’General Meeting notes that there is no income available for distributionin the twelve months preceding the interest payment date. Interest iscumulative and becomes payable in full when the bank resumes dividendpayments.Payment of interest is obligatory on the TSDIs issued in September 1986(representing a nominal amount of USD 500 million), but the Board ofDirectors may postpone interest payments if the Ordinary Shareholders’General Meeting approves a decision not to pay a dividend in the twelvemonths preceding the interest payment date. Interest is cumulative andbecomes payable in full when the bank resumes dividend payments. Thebank may resume the payment of past interest even if dividend paymentshave not resumed.The other TSDIs contain a specific call option provision, whereby theymay be redeemed at par prior to maturity at the issuer’s discretion atany time after a date specified in the issue agreements, after approvalof the banking regulators. They are not subject to any interest stepupclause. Payment of interest is obligatory, but the Board of Directorsmay postpone interest payments if the Ordinary Shareholders’ GeneralMeeting decides not to pay a dividend in the twelve months precedingthe interest payment date.Undated participating subordinated notesUndated participating subordinated notes issued by BNP ParibasSA between 1984 and 1988 in a total amount of EUR 337 million areredeemable only in the event of the liquidation of BNP Paribas SA, butmay be retired on the terms specified in the French act of 3 January 1983.On this basis, 32, 000 such notes were redeemed and cancelled in 2012.The number of remaining notes in circulation is 1, 434, 092.3562012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Note 5. FINANCING AND GUARANTEE COMMITMENTS5.a FINANCING COMMITMENTSIn millions of euros, at 31 December 2012 31 December 2011Credit institutions 39, 213 38, 024Customers 120, 150 133, 688Confirmed letters of credit 63, 929 77, 412Other commitments given to customers 56, 221 56, 276TOTAL FINANCING COMMITMENTS GIVEN 159, 363 171, 712Credit institutions 67, 426 64, 726Customers 11, 841 8, 994TOTAL FINANCING COMMITMENTS RECEIVED 79, 267 73, 7205.b GUARANTEE COMMITMENTSIn millions of euros, at 31 December 2012 31 December 2011Credit institutions 32, 073 33, 053Customers 85, 352 108, 828TOTAL GUARANTEE COMMITMENTS GIVEN 117, 425 141, 881Credit institutions 76, 910 69, 350Customers 163, 170 180, 922TOTAL GUARANTEE COMMITMENTS RECEIVED 240, 080 250, 2725.c FINANCIAL INSTRUMENTS GIVEN AND RECEIVED AS GUARANTEES➤ FINANCIAL INSTRUMENTS GIVEN AS COLLATERAL6In millions of euros, at 31 December 2012 31 December 2011Financial instruments (negotiable securities and private receivables) deposited with central banksand eligible for use at any time as collateral for refinancing transactions after haircut 57, 537 58, 919■ Used as collateral with central banks 21, 128 34, 669■ Available for refinancing transactions 36, 409 24, 250Other financial assets pledged as collateral for transactions with banks and financial customers 75, 426 67, 432At 31 December 2012, the Bank had EUR 57, 537 million of financialinstruments (negotiable securities and private receivables) depositedor pledged with central banks for use at any time as collateral forrefinancing transactions (vs. EUR 58, 919 million at 31 December 2011).This amount includes EUR 43, 800 million deposited with the Banquede France (vs. EUR 43, 379 million at 31 December 2011) under theBanque de France’s comprehensive collateral management system tocover Eurosystem monetary policy transactions and intraday loans. At31 December 2012 the Bank had used as collateral EUR 21, 128 millionof the amount deposited with central banks (vs. EUR 34, 669 million at31 December 2011), including EUR 20, 688 million of the amount depositedwith the Banque de France (vs. EUR 29, 726 million at 31 December 2011).The other assets that the Bank has pledged as collateral with creditinstitutions and financial customers totalled EUR 51, 540 million at31 December 2012 (vs. EUR 46, 715 million at 31 December 2011), andinclude financing for BNPP HL Covered Bonds, Société de Financement del’Économie Française, and Caisse de Refinancement de l’Habitat.➤ FINANCIAL INSTRUMENTS RECEIVED AS COLLATERALIn millions of euros, at 31 December 2012 31 December 2011Financial instruments received as collateral 24, 338 27, 3212012 Registration document and annual financial report - BNP PARIBAS 357

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsNote 6. SALARIES AND EMPLOYEE BENEFITS6.a SALARIES AND EMPLOYEE BENEFIT EXPENSESIn millions of euros 2012 2011Salaries (3, 769) (3, 500)Tax and social security charges (1, 702) (1, 635)Employee profit-sharing and incentive plans (226) (189)TOTAL SALARIES AND EMPLOYEE BENEFIT EXPENSES (5, 697) (5, 324)The following table gives the breakdown of BNP Paribas SA’s employees.Headcount, at 31 December 2012 31 December 2011Employees in Metropolitan France 39, 736 40, 258Of which managers 22, 459 22, 335Employees outside Metropolitan France 9, 160 9, 526TOTAL BNP PARIBAS SA EMPLOYEES 48, 896 49, 7846.b EMPLOYEE BENEFIT OBLIGATIONS6Post-employment benefits under definedcontribution plansIn France, BNP Paribas SA pays contributions to various nationwide basicand top-up pension plans. BNP Paribas SA has set up a funded pensionplan under a company-wide agreement. Under this plan, employees willreceive an annuity upon retirement, in addition to the pension paid bynationwide plans.In the rest of the world, defined benefit plans have been closed to newemployees in most of the countries in which the Group operates (primarilythe United States, Germany, Luxembourg, the United Kingdom, Ireland,Norway, Australia and Hong Kong). These employees are now offereddefined contribution plans. Under these plans, the Group’s obligationis essentially limited to paying a percentage of the employee’s annualsalary into the plan.The amount paid into defined-contribution post-employment plansin France and other countries for the year to 31 December 2012was EUR 249 million, compared with EUR 243 million for the year to31 December 2011.Post-employment benefits under definedcontribution plansExisting legacy defined-benefit plans within BNP Paribas SA are valuedindependently using actuarial techniques by applying the projectedunit cost method in order to determine the expense arising from rightsvested in employees and benefits payable to retired employees. Thedemographic and financial assumptions used to estimate the presentvalue of these obligations and of plan assets take into account economicconditions specific to each country. Actuarial gains and losses outsidethe permitted 10% corridor are amortised. These gains and losses arecalculated separately for each defined-benefit plan.Provisions set up to cover obligations under defined benefitpostemployment plans totalled EUR 289 million at 31 December2012 (against EUR 447 million at 31 December 2011), comprised ofEUR 208 million for French plans and EUR 81 million for other plans.The surplus value of the Bank’s obligations under the correspondingretirement plans totalled EUR 60 million at 31 December 2012, fromEUR 101 million at 31 December 2011.3582012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Pension plans and other post-employmentbenefitsPension plansIn France, BNP Paribas SA pays a top-up banking industry pension arisingfrom rights acquired to 31 December 1993 by retired employees at thatdate and active employees in service at that date. These residual pensionobligations are covered by a provision in the BNP Paribas SA’s financialstatements or transferred to an insurance company.The defined benefit plans previously granted to BNP Paribas SA executivesformerly employed by BNP or Paribas have all been closed and convertedinto top-up type plans. The amounts allocated to the beneficiaries, subjectto their still being with BNP Paribas SA at retirement, were fixed when theprevious plans were closed. These pension plans have been contractedout to insurance companies. The fair value of the related plan assets onthese insurance companies’ balance sheets consists of 83.7% bonds, 6.8%equities, and 9.5% property assets.In BNP Paribas SA’s foreign branches, pension plans are based eitheron pensions linked to the employee’s final salary and length of service(United Kingdom), or on annual vesting of rights to a capital sumexpressed as a percentage of annual salary and paying interest at apredefined rate (United States). In Hong Kong, certain staff benefit froma defined contribution pension plan with a guaranteed minimum returnfor which the employer is responsible. This plan is closed to new entrants.As a result of this guaranteed return, this plan is classified as a definedbenefit plan.Some plans are managed by independent fund managers (UnitedKingdom). As of 31 December 2012, 82% of the gross obligations underthese plans related to seven plans in the United Kingdom, United Statesand Hong Kong. The fair value of the related plan assets was split asfollows: 36% equities, 52% bonds, and 12% other financial instruments.Other post-employment benefitsBNP Paribas SA employees also receive various other contractual postemploymentbenefits such as bonuses payable on retirement. BNP ParibasSA’ obligations for these bonuses in France are funded through a contracttaken out with an insurance company independent of BNP Paribas SA.Post-employment healthcare benefitsIn France, BNP Paribas SA no longer has any obligations in relation tohealthcare benefits for its retired employees.Among BNP Paribas SA’s foreign branches, there are several healthcarebenefit plans for retired employees, mainly in the United States.Provisions for obligations under these plans amounted to EUR 9 millionat 31 December 2012, compared to EUR 8 million at 31 December 2011.Obligations under post-employment healthcare benefit plans aremeasured using the mortality tables applicable in each country. Theyalso build in assumptions about healthcare benefit costs, includingforecast trends in the cost of healthcare services and in inflation, whichare derived from historical data.Termination benefitsBNP Paribas has implemented a number of voluntary redundancy plansfor employees who meet certain eligibility criteria. The obligations toeligible active employees under such plans are provided for when theplan is the subject of an agreement or a bilateral draft agreement.In millions of euros, at 31 December 2012 31 December 2011Provisions for voluntary departure, early retirement plans, and headcount adaptation plan 59 10762012 Registration document and annual financial report - BNP PARIBAS 359

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsNote 7.ADDITIONAL INFORMATION7.a CHANGES IN SHARE CAPITALResolutions of the Shareholders’ General Meeting valid for 2012The following authorisations to increase or reduce the share capital have been granted to the Board of Directors under resolutions voted in Shareholders’General Meetings and were valid during 2012:Resolutions adopted at Shareholders’ General Meetings Use of authorisation in 2012Shareholders’ GeneralMeeting of 12 May 2010(19 th resolution)Authorisation granted to the Board of Directors to carry out transactionsreserved for members of the BNP Paribas Group’s Corporate Savings Planin the form of new share issues and/or sales of reserved shares.Authorisation was given to increase the share capital within the limit ofa maximum par value of EUR 46 million on one or more occasions byissuing ordinary shares, with waiving of pre-emptive rights for existingshareholders, reserved for members of the BNP Paribas Group CorporateSavings Plan.This authorisation was granted for a period of 26 months and was nullifiedby the 20 th resolution of the Shareholders’ General Meeting of 23 May2012 .4, 289, 709 new shareswith a par value of EUR 2issued on 29 June 20126Shareholders’ GeneralMeeting of 11 May 2011(5 th resolution)Authorisation given to the Board of Directors to set up a share buybackprogramme for the Company until it holds at most 10% of the sharesforming the share capital.Said acquisitions of shares at a price not exceeding EUR 75 would beintended to fulfil several objectives, notably including :- honouring obligations arising from the issue of share equivalents,stock option programmes, the award of free shares, the award or saleof shares to employees in connection with the employee profit-sharingscheme, employee share ownership plans or corporate savings plans;- cancelling shares following authorisation by the Shareholders’General Meeting of 11 May 2011;- covering any allocation of shares to the employees and corporateofficers of BNP Paribas and companies exclusively controlled byBNP Paribas within the meaning of Article L.233-16 of the FrenchCommercial Code;- for retention or remittance in exchange or payment for externalgrowth transactions, mergers, spin-offs or asset contributions;- in connection with a market-making agreement complying with theCode of Ethics recognised by the Autorité des Marchés Financiers;- for asset and financial management purposes .This authorisation was granted for a period of 18 months and was nullifiedby the 5 th resolution of the Shareholders’ General Meeting of 23 May 2012 .Under the market-makingagreement, 586, 934 shareswith a par value of EUR 2were acquired and 577, 489 shareswith a par value of EUR 2were sold between1 January and 23 May 2012Shareholders’ GeneralMeeting of 11 May 2011(15 th resolution)Authorisation to allot performance shares to the Group’s employees andcorporate officers.The shares awarded may be existing shares or new shares to be issuedand may not exceed 1.5% of BNP Paribas’ share capital, i.e. less than0.5% a year.This authorisation was granted for a period of 38 months .1, 921, 935 performance sharesgranted at the Board meetingof 6 March 20123602012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Resolutions adopted at Shareholders’ General Meetings Use of authorisation in 2012Shareholders’ GeneralMeeting of 11 May 2011(16 th resolution)Authorisation to grant stock subscription or purchase options to corporateofficers and certain employees.The number of options granted may not exceed 3% of the share capitalof BNP Paribas, i.e. less than 1% a year. This is a blanket limit coveringboth the 15 th and 16 th resolutions of the Shareholders’ General Meeting of11 May 2011.This authorisation was granted for a period of 38 months .This authorisation wasnot used during the periodShareholders’General Meetingof 23 May 2012(3 rd resolution)Decision to propose to shareholders a dividend payable in cash or in newshares.Payment of the dividend in new shares had the effect of increasing theshare capital by EUR 83, 358, 352 or 41, 679, 176 shares. This operationgenerated an additional paid-in capital of EUR 941, 115, 794. 08 .41, 679, 176 new shareswith a par value of EUR 2issued on 26 June 2012Shareholders’ GeneralMeeting of 23 May 2012(5 th resolution)Authorisation given to the Board of Directors to set up a share buybackprogramme for the Company until it holds at most 10% of the sharesforming the share capital.Said acquisitions of shares at a price not exceeding EUR 60 per share(EUR 75 previously) would be intended to fulfil several objectives, notablyincluding :- honouring obligations arising from the issue of share equivalents,stock option programmes, the award of free shares, the award or saleof shares to employees in connection with the employee profit-sharingscheme, employee share ownership plans or corporate savings plans;- cancelling shares following authorisation by the Shareholders’General Meeting of 23 May 2012 (21 st resolution);- covering any allocation of shares to the employees and corporateofficers of BNP Paribas and companies exclusively controlled byBNP Paribas within the meaning of Article L.233-16 of the FrenchCommercial Code;- for retention or remittance in exchange or payment for externalgrowth transactions, mergers, spin-offs or asset contributions;- in connection with a market-making agreement complying with theCode of Ethics of the Autorité des Marchés Financiers;- for asset and financial management purposes .This authorisation was granted for a period of 18 months and replacesthat given by the 5 th resolution of the Shareholders’ General Meeting of 11May 2011 .Under the market-makingagreement, 1, 156, 315 shareswith a par value of EUR 2were acquired and1, 245, 515 shares witha par value of EUR 2 weresold between 24 Mayand 31 December 20126Shareholders’ GeneralMeeting of 23 May 2012(13 th resolution)Authorisation to issue ordinary shares and share equivalents and securitiesgranting entitlement to debt instruments, with pre-emptive rights forexisting shareholders maintained .The par value of the capital increases that may be carried outimmediately and/or in the future by virtue of this authorisation may notexceed EUR 1 billion (representing 500 million shares) The par value ofany debt instruments that may be issued by virtue of this authorisationmay not exceed EUR 10 billion.This authorisation was granted for a period of 26 months and replacesthat given by the 12 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the period2012 Registration document and annual financial report - BNP PARIBAS 361

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsResolutions adopted at Shareholders’ General Meetings Use of authorisation in 2012Shareholders’ GeneralMeeting of 23 May 2012(14 th resolution)Authorisation to issue ordinary shares and share equivalents and securitiesgranting entitlement to debt instruments, with pre-emptive rights forexisting shareholders waived and a priority subscription period granted.The par value capital increases that may be carried out immediately and/or in the future by virtue of this authorisation may not exceed EUR 350million (representing 175 million shares).The par value of any debt instruments giving access to the capital of BNPParibas that may be issued by virtue of this authorisation may not exceedEUR 7 billion.This authorisation was granted for a period of 26 months and replacesthat given by the 13 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the periodShareholders’ GeneralMeeting of 23 May 2012(15 th resolution)Authorisation to issue ordinary shares and share equivalents, withpre- emptive rights for existing shareholders waived, in consideration forsecurities tendered to public exchange offer.The par value of the capital increases that may be carried out onone or more occasions by virtue of this authorisation may not exceedEUR 350 million (representing 175 million shares).This authorisation was granted for a period of 26 months and replacesthat given by the 14 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the periodShareholders’ GeneralMeeting of 23 May 2012(16 th resolution)Authorisation to issue ordinary shares and share equivalents, withpre-emptive rights for existing shareholders waived, in consideration forsecurities tendered to contribution of shares up to a maximum of 10% ofthe capital.The par value of the capital increases that may be carried out on one ormore occasions by virtue of this authorisation may not exceed 10% of thenumber of shares forming the issued capital of BNP Paribas on the date ofthe decision by the Board of Directors.This authorisation was granted for a period of 26 months and replacesthat given by the 15 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the period6Shareholders’ GeneralMeeting of 23 May 2012(17 th resolution)Blanket limit on authorisations to issue shares without pre-emptive rightsfor existing shareholders.The maximum par value of all issues made without pre-emptiverights for existing shareholders carried out immediately and/or in thefuture by virtue of the authorisations granted under the 14 th to 16 thresolutions of the present Shareholders’ General Meeting may not exceedEUR 350 million for shares and EUR 7 billion for debt instruments .Not applicableShareholders’ GeneralMeeting of 23 May 2012(18 th resolution)Issue of shares to be paid up by capitalising income, retained earnings oradditional paid-in capital.Authorisation was given to increase the issued capital within the limitof a maximum par value of EUR 1 billion on one or more occasions, bycapitalising all or part of the retained earnings, profits or additionalpaid-in capital, successively or simultaneously, through the issuance andaward of free ordinary shares, through an increase in the par value ofexisting shares, or through a combination of these two methods.This authorisation was granted for a period of 26 months and replacesthat given by the 17 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the period3622012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Resolutions adopted at Shareholders’ General Meetings Use of authorisation in 2012Shareholders’ GeneralMeeting of 23 May 2012(19 th resolution)Shareholders’ GeneralMeeting of 23 May 2012(20 th resolution)Shareholders’ GeneralMeeting of 23 May 2012(21 st resolution)Blanket limit on authorisations to issue shares with or without pre-emptiverights for existing shareholders.The maximum par value of all issues made with or without pre-emptiverights for existing shareholders by virtue of the authorisations grantedunder the 13 th to 16 th resolutions of the present Shareholders’ GeneralMeeting may not exceed EUR 1 billion for shares issued immediately and/or in the future and EUR 10 billion for debt instruments .Authorisation granted to the Board of Directors to carry out transactionsreserved for members of the BNP Paribas Group’s Corporate Savings Planin the form of new share issues and/or sales of reserved shares.Authorisation was given to increase the share capital within the limit of amaximum par value of EUR 46 million on one or more occasions by issuingordinary shares, with pre-emptive rights for existing shareholders waived,reserved for members of the BNP Paribas Group’s Corporate Savings Plan.This authorisation was granted for a period of 26 months and replacesthat given by the 19 th resolution of the Shareholders’ General Meeting of12 May 2010 .Authorisation granted to the Board of Directors to reduce the share capitalby cancelling shares.Authorisation was given to cancel, on one or more occasions, through areduction in the share capital, all or some of the shares that BNP Paribasholds and that it may come to hold, provided that the number of sharescancelled in any 24-month period does not exceed 10% of the total numberof shares at the operation date.Full powers were delegated to complete the capital reduction and deductthe difference between the purchase cost of the cancelled shares andtheir par value from additional paid-in capital and reserves available fordistribution, including from the legal reserve in respect of up to 10% of thecapital cancelled.This authorisation was granted for a period of 18 months and replacesthat given by the 17 th resolution of the Shareholders’ General Meeting of11 May 2011 .Not applicableThis authorisation wasnot used during the period12, 034, 091 shares with apar value of EUR 2were cancelledon 14 December 201262012 Registration document and annual financial report - BNP PARIBAS 363

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsSHARE CAPITAL TRANSACTIONS6Operations affecting share capitalNumberof sharesParvalue(in euros)In eurosNUMBER OF SHARES OUTSTANDINGAT 31 DECEMBER 2010 1, 198, 660, 156 2 2, 397, 320, 312Date ofauthorisation byShareholders'MeetingDate of decision byBoard of DirectorsDate from whichshares carrydividend rightsIncrease in share capital by exerciseof stock subscription options 2, 736, 124 2 5, 472, 248(1) (1)1 January 2010Increase in share capital by exerciseof stock subscription options 34, 053 2 68, 106(1) (1)1 January 2011Capital increase reserved for membersof the Company Savings Plan 6, 315, 653 2 12, 631, 306 12 May 2010 11 May 2011 1 January 2011NUMBER OF SHARES OUTSTANDINGAT 31 DECEMBER 2011 1, 207, 745, 986 2 2, 415, 491, 972Increase in share capital by exerciseof stock subscription options 12, 694 2 25, 388(1) (1)1 January 2011Increase in share capital by exerciseof stock subscription options 568, 487 2 1, 136, 974(1) (1)1 January 2012Capital increase arising on thepayment of a stock dividend 41, 679, 176 2 83, 358, 352 23 May 2012 23 May 2012 1 January 2012Capital increase reserved for membersof the Company Savings Plan 4, 289, 709 2 8, 579, 418 12 May 2010 3 May 2012 1 January 2012Capital reductions (by cancellationof shares) (12, 034, 091) 2 (24, 068, 182) 23 May 2012 14 December 2012 -NUMBER OF SHARES OUTSTANDINGAT 31 DECEMBER 2012 1, 242, 261, 961 2 2, 484, 523, 922(1) Various resolutions voted in the Shareholders’ General Meetings and decisions of the Board of Directors authorising the granting of stock subscriptionoptions that were exercised during the period.3642012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements67.b STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FROM 31 DECEMBER 2010TO 31 DECEMBER 2012In millions of eurosShare capitalAdditionalpaid-incapitalRetained earningsand net income forthe periodTotal shareholders'equitySHAREHOLDERS' EQUITY AT 31 DECEMBER 2010 2, 397 21, 850 28, 523 52, 770Dividend payout for 2010 (2, 521) (2, 521)Capital increases 18 375 2 395Other changes 2 2Net income for 2011 3, 466 3, 466SHAREHOLDERS' EQUITY AT 31 DECEMBER 2011 2, 415 22, 225 29, 472 54, 112Dividend payout for 2011 83 941 (1, 430) (406)Capital increases 11 112 7 130Capital reductions (by cancellation of shares) (24) (354) (378)Other changes (52) (52)Net income for 2012 5, 812 5, 812SHAREHOLDERS' EQUITY AT 31 DECEMBER 2012 2, 485 22, 924 33, 809 59, 2187.c NOTIONAL AMOUNTS OF FORWARD FINANCIAL INSTRUMENTSThe notional amounts of derivative instruments are merely an indication of the volume of BNP Paribas SA’s activities in financial instrument markets,and do not reflect the market risks associated with such instruments.Trading portfolioIn millions of euros, at 31 December 2012 31 December 2011Currency derivatives 2, 249, 553 2, 179, 487Interest rate derivatives 42, 236, 269 39, 870, 124Credit derivatives 1, 253, 646 1, 749, 540Equity derivatives 2, 142, 608 2, 331, 624Other derivatives 75, 533 87, 802TOTAL FORWARD FINANCIAL INSTRUMENTS IN THE TRADING PORTFOLIO 47, 957, 609 46, 218, 5776Financial instruments traded on organised markets accounted for 58%of the Bank’s derivatives transactions at 31 December 2012 (vs. 47% at31 December 2011).Hedging strategyThe total notional amount of derivatives used for hedging purposesstood at EUR 695, 910 million at 31 December 2012, compared withEUR 695, 497 million at 31 December 2011.Derivatives used for hedging purposes are primarily contracted on overthe-counter markets.Market valueThe market value of the Bank’s negative net position on firm transactionswas approximately EUR 6, 000 million at 31 December 2012, comparedwith a negative net position of EUR 4, 950 million at 31 December2011. The market value of the Bank’s net long position on options wasapproximately EUR 6, 450 million at 31 December 2012, compared withEUR 5, 000 million at 31 December 2011.2012 Registration document and annual financial report - BNP PARIBAS 365

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements7.d SEGMENT INFORMATIONThe following table gives a regional breakdown of BNP Paribas SA’s interbank transactions and customer items recognised on the balance sheet.In millions of euros, at31 December2012Interbank transactions31 December201131 December2012Customer and leasingtransactions31 December201131 December2012Total by region31 December2011France 311, 341 326, 517 228, 943 227, 635 540, 284 554, 152Other countries in the EuropeanEconomic Area 81, 430 90, 321 46, 456 55, 584 127, 886 145, 905Countries in the Americas and Asia 51, 251 51, 548 38, 801 48, 165 90, 052 99, 713Other countries 1, 256 1, 399 2, 251 3, 374 3, 507 4, 773TOTAL USES OF FUNDS 445, 278 469, 785 316, 451 334, 758 761, 729 804, 543France 265, 497 290, 993 179, 838 189, 058 445, 335 480, 051Other countries in the EuropeanEconomic Area 37, 959 33, 902 62, 323 61, 044 100, 282 94, 946Countries in the Americas and Asia 26, 432 25, 017 37, 471 28, 327 63, 903 53, 344Other countries 1, 859 2, 512 5, 169 4, 899 7, 028 7, 411TOTAL SOURCES OF FUNDS 331, 747 352, 424 284, 801 283, 328 616, 548 635, 75290% of BNP Paribas SA’s revenues in 2012 came from counterparties in the European Economic Area (86% in 2011).7.e SCHEDULE OF SOURCES AND USES OF FUNDS6In millions of eurosDemand andovernighttransactionsUp to 3months3 monthsto 1 year1 to 5 yearsMore than5 yearsOf whichprovisionsTerm remainingUses of fundsCash and amounts due from central banksand post office banks 80, 674 841 - - - 81, 515Treasury bills and money-marketinstruments 179 21, 614 12, 212 22, 261 37, 017 (174) 93, 283Due from credit institutions 12, 409 144, 314 30, 482 49, 051 34, 224 (299) 270, 480Customer and leasing transactions 19, 292 93, 174 39, 001 86, 413 78, 571 (6, 758) 316, 451Bonds and other fixed-income securities 1, 241 8, 205 10, 792 24, 476 22, 719 (442) 67, 433Sources of fundsAmounts due to credit institutions, centralbanks, and post office banks 42, 872 172, 812 27, 566 69, 245 19, 252 331, 747Customer items 60, 465 170, 957 21, 890 24, 497 6, 992 284, 801Debt securities other than bonds and otherdebt securities (note 4.f) 668 36, 624 39, 972 42, 722 25, 292 145, 278Total3662012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements67.f UNCOOPERATIVE STATES AND TERRITORIESAuthorisation from the Group’s Compliance Department must be obtainedthrough a special procedure before BNP Paribas SA or Group subsidiariesthat report to BNP Paribas SA can set up a site in a state considered“uncooperative“ as defined by article 238-O A of the French GeneralTax Code. In accordance with BNP Paribas’ “best interests“ principle,and to ensure that the Group’s internal control mechanisms are appliedconsistently, these sites are subject to the Group’s regulations on riskmanagement, money laundering, corruption, financial embargoes, andterrorism financing.Company nameBruneiOwnershipinterest(%) Legal form Type of license Business activityBNP Paribas Asset Management (B) SDN BHD 90.55SDN BHD (PrivateLimited Company) Investment Advisor License Asset managementPhilippinesBNP Paribas - Manila branch 100.00 Branch Offshore banking license Commercial bank6.2 A ppropriation of income for the year ended31 December 2012The Board of Directors will propose the followings income and dividend distribution for the 2012 financial year at the Annual General Meeting of15 May 2013.In millions of eurosNet income 5, 812Unappropriated retained earnings 18, 783TOTAL INCOME TO BE APPROPRIATED 24, 595Dividend 1, 863Retained earnings 22, 732TOTAL APPROPRIATED INCOME 24, 5956The total proposed dividend to be paid to BNP Paribas Shareholders is EUR 1, 863 million, which corresponds to EUR 1.50 per share (with a par valueof EUR 2.00) based on the number of shares in issue at 31 January 2013.2012 Registration document and annual financial report - BNP PARIBAS 367

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6.3 BNP Paribas SA five-year financial summaryShare capital at year-end2008 2009 2010 2011 2012■ Share capital (in euros) 1,824,192,214 2,370,563,528 2,397,320,312 2,415,491,972 2,484,523,922■ Number of common shares in issue 912,096,107 1,185,281,764 1,198,660,156 1,207,745,986 1,242,261,961■ Number of convertible bonds in issue Nil Nil Nil Nil NilResults of operations for the year (in millions of euros)■ Total revenues, excluding VAT 48,642 33,104 28,426 31,033 30,015■ Earnings before taxes, depreciation, amortisationand impairment 3,400 7,581 7,193 7,366 6,349■ Income tax expense 1,201 (540) (118) 300 ( 1,273)■ Earnings after taxes, depreciation, amortisationand impairment 715 4,009 3,465 3,466 5,812■ Total dividend payout (1) 912 1,778 2,518 1,449 1,863Earnings per share■ Earnings after taxes, but before depreciation,amortisation, and provisions 5.04 5.94 5.90 6.35 4.09■ Earnings after taxes, depreciation, amortisationand impairment 0.78 3.38 2.89 2.87 4.68■ Dividend per share (1) 1.00 1.50 2.10 1.20 1.50Employee data■ Number of employees at year-end 47,443 46,801 49,671 49,784 48,8966■ Total payroll expense (in millions of euros) 3,112 3,812 3,977 3,829 3,915■ Total social security and employee benefit charges(In millions of euros) 1,053 1,750 1,141 1,212 1,488(1) Subject to the approval from the Annual General Meeting of 15 May 2013.3682012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements66.4 Subsidiaries and associated companies ofBNP Paribas SA at 31 December 2012Share capitalReserves andretained earningsbefore incomeappropriationLast publishednet incomeInterestheld by BNPParibas SANameCurrencyIn millions of the currency unit in %I - Detailed information about subsidiaries and associated companies whose book value exceeds 1% of BNP Paribas SA’s share capital1. Subsidiaries (more than 50%-owned)ANTIN PARTICIPATION 5 EUR 170 15 ( 3) 100.00%ANTIN PARTICIPATION 8 EUR 62 ( 9) 4 100.00%AUSTIN FINANCE EUR 799 181 40 92.00%BANCA NAZIONALE DEL LAVORO SPA EUR 2,077 3,132 355 100.00%BANCO BNP PARIBAS BRASIL SA BRL 584 668 219 84.10%BANCWEST CORPORATION USD 1 10,609 269 99.00%BNL INTERNATIONAL INVESTMENT SA EUR 110 314 - 100.00%BNP INTERCONTINENTALE EUR 31 4 - 100.00%BNP PARIBAS BDDI PARTICIPATIONS EUR 46 54 33 100.00%BNP PARIBAS CANADA CAD 533 341 49 100.00%BNP PARIBAS CAPITAL (ASIA PACIFIC) LTD HKD 672 ( 312) 309 100.00%BNP PARIBAS CARDIF EUR 150 3,949 421 100.00%BNP PARIBAS CHINA LTD USD 653 254 47 100.00%BNP PARIBAS COLOMBIA CORPORACION FINANCIERA S.A. COP 103,721 ( 7,297) ( 2,959) 94.00%BNP PARIBAS COMMODITY FUTURES LTD USD 75 146 70 100.00%BNP PARIBAS DÉ VELOPPEMENT SA EUR 115 383 23 100.00%BNP PARIBAS EL DJAZAIR DZD 10,000 7,892 2,002 84.17%BNP PARIBAS EQUITIES FRANCE EUR 6 21 3 99.96%BNP PARIBAS ESPANA SA EUR 52 28 ( 5) 99.62%BNP PARIBAS FACTOR EUR 3 30 16 100.00%BNP PARIBAS FACTOR PORTUGAL EUR 13 70 6 64.26%BNP PARIBAS HOME LOAN SFH EUR 285 3 1 100.00%BNP PARIBAS INDIA HOLDING PRIVATE LTD INR 2,608 18 76 100.00%BNP PARIBAS INVESTMENT PARTNERS EUR 23 2,500 292 66.67%BNP PARIBAS IRELAND EUR 902 428 ( 10) 100.00%BNP PARIBAS LEASE GROUP LEASING SOLUTIONS SPA EUR 189 93 ( 9) 73.83%BNP PARIBAS MALAYSIA BERHAD MYR 442 ( 21) ( 12) 100.00%BNP PARIBAS PERSONAL FINANCE EUR 453 3,784 383 98.94%BNP PARIBAS REAL ESTATE EUR 373 179 55 100.00%BNP PARIBAS RÉ UNION EUR 25 25 6 100.00%BNP PARIBAS SAE EGP 1,700 178 271 95.19%BNP PARIBAS SB RE EUR 450 52 14 100.00%BNP PARIBAS SECURITIES (JAPAN) LTD JPY 201,050 ( 7,905) ( 2,883) 100.00%BNP PARIBAS SECURITIES ASIA LTD HKD 2,429 304 ( 521) 100.00%62012 Registration document and annual financial report - BNP PARIBAS 369

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Share capitalReserves andretained earningsbefore incomeappropriationLast publishednet incomeInterestheld by BNPParibas SANameCurrencyIn millions of the currency unit in %BNP PARIBAS SECURITIES JAPAN LTD. JPY 30,800 4 11 100.00%BNP PARIBAS SECURITIES KOREA COMPANY LTD KRW 250,000 1,005 6,007 100.00%BNP PARIBAS SECURITIES SERVICES - BP2S EUR 165 494 169 94.44%BNP PARIBAS SUISSE SA CHF 320 3,497 355 99.99%BNP PARIBAS UK HOLDINGS LTD GBP 1,227 20 35 100.00%BNP PARIBAS VPG MASTER LLC USD 34 ( 12) 6 100.00%BNP PARIBAS WEALTH MANAGEMENT EUR 103 189 4 100.00%BNP PARIBAS YATIRIMLAR HOLDING ANONIM SIRKETI TRY 1,023 ( 2) 3 100.00%BNP PARIBAS ZAO RUB 5,798 1,358 739 100.00%BNP PUK HOLDING LTD GBP 257 15 11 100.00%COBEMA EUR 439 1,798 40 99.20%COMPAGNIE D'INVESTISSEMENTS DE PARIS - C.I.P. EUR 395 245 - 100.00%COMPAGNIE FINANCIERE OTTOMANE SA EUR 9 277 8 96.85%CORTAL CONSORS EUR 58 286 ( 5) 94.22%FIDEX HOLDINGS LTD* EUR 300 ( 2) 3 100.00%FINANCIERE BNP PARIBAS EUR 227 163 5 100.00%FINANCIERE DES ITALIENS SAS EUR 412 30 ( 19) 100.00%FINANCIERE DU MARCHÉ ST HONORE EUR 42 36 8 100.00%FORTIS BANQUE SA EUR 9,375 7,312 1,038 74.93%GESTION ET LOCATION HOLDING EUR 266 902 337 99.24%GREAT CENTRAL RAILWAY LAND EUR - - 39 100.00%GRENACHE & CIE SNC EUR 912 ( 54) 43 69.52%HAREWOOD HELENA 1 LTD* USD 60 13 1 100.00%HAREWOOD HOLDINGS LTD GBP 100 13 42 100.00%INTERNATIONAL FACTORS ITALIA IFITALIA HKD 56 373 34 99.57%NATIOCREDIBAIL EUR 32 31 2 100.00%OMNIUM DE GESTION ET DE DÉ VELOPPEMENTIMMOBILIER EUR 459 54 498 100.00%OPTICHAMPS EUR 411 31 ( 3) 100.00%PARIBAS NORTH AMERICA INC. USD 1,282 91 158 100.00%PARILEASE SAS EUR 54 269 ( 8) 100.00%PARTICIPATIONS OPERA EUR 410 33 ( 16) 100.00%PETITS CHAMPS PARTICIPACOES E SERVICOS SA BRL 112 ( 55) 11 100.00%PT BANK BNP PARIBAS INDONESIA IDR 726,320 404,497 54,867 99.00%ROYALE NEUVE I GBP - 492 20 100.00%SAGIP EUR 218 1,048 31 100.00%SOCIETE MARLOISE DE PARTICIPATIONS EUR 920 - - 100.00%SOCIETE ORBAISIENNE DE PARTICIPATIONS EUR 311 ( 403) 7 100.00%TAITBOUT PARTICIPATION 3 SNC EUR 792 38 117 100.00%UCB ENTREPRISES EUR 97 100 1 100.00%UKRSIBBANK UAH 1,774 1,041 ( 903) 100.00%WA PEI FINANCE COMPANY LTD HKD 341 6 - 100.00%3702012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6Share capitalReserves andretained earningsbefore incomeappropriationLast publishednet incomeInterestheld by BNPParibas SANameCurrencyIn millions of the currency unit in %2. Associated companies (10% to 50%-owned)BANQUE DE NANKIN CNY 2,969 17,868 4,020 14.74%BGL BNP PARIBAS EUR 713 4,832 305 15.96%BNP PARIBAS LEASING SOLUTIONS EUR 1,820 867 56 50.00%CREDIT LOGEMENT (*) EUR 1 - - 16.50%CRH - CAISSE DE REFINANCEMENT DE L'HABITAT (*) EUR 300 - 1 10.00%GEOJIT BNP PARIBAS FINANCIAL SERVICES LTD INR 228 3,396 380 33.58%KLÉPIERRE EUR 279 6,714 ( 55) 10.81%PARGESA HOLDING SA (*) CHF 1,699 569 242 11.33%VERNER INVESTISSEMENTS EUR 15 329 35 50.00%(*) Figures at 31 December 2011.SubsidiariesAssociated companiesin millions of eurosFrench Foreign French ForeignII - General information about all subsidiaries and associated companiesBook value of sharesGross value 21,723 35,504 1,967 3,591Net value 21,047 34,110 1,433 3,162Loans and advances given by BNP Paribas SA 129,522 13,034 1,175 1,509Guarantees and endorsements given by BNP Paribas SA 35,854 17,055 28 26Dividends received 1,876 569 129 16262012 Registration document and annual financial report - BNP PARIBAS 371

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements6.5 Details of equity interests acquired byBNP Paribas SA in 2012 whose value exceeds5% of the share capital of a French companyChange in interest to more than 5% of the capital6NilChange in interest to more than 10% of the capitalListed KLÉPIERRE SANot listed SAS GEXBAN SASChange in interest to more than 20% of the capitalNilChange in interest to more than 33.33% of the capitalNilChange in interest to more than 66.66% of the capitalNot listed LAFFITTE PARTICIPATION 28 SASNot listed LAFFITTE PARTICIPATION 29 SASNot listed LAFFITTE PARTICIPATION 30 SASNot listed LAFFITTE PARTICIPATION 31 SASNot listed LAFFITTE PARTICIPATION 32 SASNot listed LAIROISE DE PARTICIPATIONS SANot listed MARLOISE DE PARTICIPATIONS SASUNot listed NATIO ENERGIE SANot listed NATIOCREDIBAIL SANot listed PETALE PARTICIPATION 8 SAS3722012 Registration document and annual financial report - BNP PARIBAS

INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statements66.6 Statutory A uditors’ report on the financialstatementsDeloitte & Associés185, avenue Charles de Gaulle92524 Neuilly-sur-Seine CedexFor the year ended 31 December 2012PricewaterhouseCoopers Audit63, rue de Villiers92208 Neuilly-sur-Seine CedexMazars61, rue Henri Regnault92400 CourbevoieThis is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speakingreaders. The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or not. This informationis presented below the opinion on the financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certainsignificant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statementstaken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements.This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.BNP Paribas16, boulevard des Italiens75009 ParisTo the Shareholders,In compliance with the assignment entrusted to us by your General Shareholders’ Meeting, we hereby report to you, for the year ended 31 December2012, on:■ the audit of the accompanying financial statements of BNP Paribas;■ the justification of our assessments;■ the specific verifications and information required by law.These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based onour audit.6I – Opinion on the financial statementsWe conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures,using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. Anaudit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as theoverall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion.In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company at 31 December2012 and of the results of its operations for the year then ended in accordance with French accounting principles.II – Justification of our assessmentsIn accordance with the requirements of article L.823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments,we bring to your attention the following matters:Impairment provisions for credit and counterparty riskBNP Paribas records impairment provisions to cover the credit and counterparty risk inherent to its business as described in notes 1, 3.d, 4.a, 4.b, 4.c,and 4.e to the financial statements. We examined the control procedures applicable to identifying risk exposure, monitoring credit and counterpartyrisk, defining impairment testing methods and determining individual and portfolio-based impairment losses.Measurement of financial instrumentsBNP Paribas uses internal models and methodologies to value its positions on financial instruments which are not traded on active markets, as well asto determine certain provisions and assess whether hedging designations are appropriate. We examined the control procedures applicable to identifyinginactive markets, verifying these models and determining the inputs used.2012 Registration document and annual financial report - BNP PARIBAS 373

6INFORMATIONON THE PARENT COMPANY FINANCIAL STATEMENTSNotes to the parent company financial statementsMeasurement of investments in non-consolidated undertakings and equity securities held for long-term investmentInvestments in non-consolidated undertakings and equity securities held for long-term investment are measured at value in use based on a multi-criteriaapproach as described in notes 1 and 4.e to the financial statements. As part of our assessment of these estimates, we examined the assumptionsunderlying the determination of value in use for the main portfolio lines.Provisions for employee benefitsBNP Paribas raises provisions to cover its employee benefit obligations, as described in notes 1, 4.j and 6.b to the financial statements. We examinedthe method adopted to measure these obligations, as well as the main assumptions and inputs used.These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion we formedwhich is expressed in the first part of this report.III – Specific verifications and informationIn accordance with professional standards applicable in France, we have also performed the specific verifications required by French law.We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the managementreport of the Board of Directors, and in the documents addressed to the shareholders with respect to the financial position and the financial statements.Concerning the information given in accordance with the requirements of article L.225-102-1 of the French Commercial Code relating to remuneration andbenefits received by corporate officers and any other commitments made in their favour, we have verified its consistency with the financial statements,or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Companyfrom companies controlling it or controlled by it. Based on this work, we attest to the accuracy and fair presentation of this information.In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests andthe identity of shareholders and holders of the voting rights has been properly disclosed in the management report.Neuilly-sur-Seine and Courbevoie, 8 March 2013The Statutory Auditors6Deloitte & AssociésDamien LeurentPricewaterhouseCoopers AuditEtienne BorisMazarsHervé Hélias3742012 Registration document and annual financial report - BNP PARIBAS

7ARESPONSIBLE BANK: INFORMATIONON BNP PARIBAS’ ECONOMIC, SOCIAL, CIVICAND ENVIRONMENTAL RESPONSIBILITY7.1 BNP Paribas’ approach as a responsible bank 376BNP Paribas’ Charter: our mission, our responsibility 376Our strategic vision 3787.2 Economic responsibility: financing the economy in an ethical manner 380Long-term financing for the economy 380Business ethics 383A range of responsible products 3867.3 Social responsibility: pursuing a committed and fair human resources policy 389Recruitment and training 390Diversity 395Solidarity-based employment management 3997.4 “Civic” responsibility: helping to combat social exclusion and promotingeducation and culture 404Combating exclusion and supporting social entrepreneurship 404Corporate philanthropy policy focused on education, health, culture and solidarity 409Respecting the UN Guiding Principles on Human Rights 4137.5 Environmental responsibility: combating climate change 414Financing policy commitments in sensitive sectors 414Limiting the environmental footprint of our own operations 418Supporting research to combat climate change 4207.6 Table for cross-referencing the list of social, environmentaland community information required under article 225 of the Grenelle II Act 4217.7 Statement of completeness and limited assurance report by oneof the Statutory Auditors on procedures for the preparation of labour,environmental and social information 423Responsibility of management 423Independence and quality control 423Responsibility of the Statutory Auditor 4232012 Registration document and annual financial report - BNP PARIBAS 375

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYBNP Paribas’ approach as a responsible bank7.1 BNP Paribas’ approach as a responsible bankIn 2012, BNP Paribas drew up a Res ponsibility Charter, signed by theChairman and the CEO. This document reviews the commitmentsBNP Paribas must keep to earn the trust of its customers and setsout how the Group sees its economic, social, civic and environmentalresponsibility. It has been distributed to all Group employees and manyof our customers.BNP PARIBAS’ CHARTER: O UR MISSION, OUR RESPONSIBILITY7The BNP Paribas group is the product of successive bank mergers whichfirst began to make their mark on European economic history back inthe nineteenth century. Driven by a strong tradition of service providedto individual people and businesses alike, and deeply rooted in ourvarious countries of origin, BNP Paribas is at the same time the bankfor a changing world. BNP Paribas’ number one asset is the confidencethat our clients place in us, which has been built up over time. We, asmanagement, lead and steer the Group in accordance with the basiccommitments that are essential if we are to deserve that trust andconfidence.REMAINING TRUE TO OUR PRIMARYMISSION: LONG-TERM SERVICE TO OURCLIENTSBNP Paribas’ primary vocation is to serve our clients, creating long-termrelationships and helping them to fulfil their plans and projects. On theone hand, we are there to help ordinary people manage their financesand savings on a day-to-day basis and on the other we are the bankingpartner of choice for many companies of all sizes, and for institutionalclients.BNP Paribas is active in three major areas of banking and our people inthese three areas work together on a daily basis with one major goal inmind: the success of our clients.Retail Banking, which represents over 50% of the Group’s business,provides banking services close to the customer, via multichannelnetworks–comprising physical branches, Internet and Mobile banking –which are strongly rooted in the local markets, with staff who possess indepthknowledge of the local culture and the local economy. BNP Paribas’Retail Banking division channels all funds deposited by customers into itslending activities, providing loans and credit lines to people, companies,non-profit bodies and other borrowers. The Group also provides a rangeof specialised retail banking services designed to serve the needs ofcommerce and industry, such as consumer credit, office and equipmentleasing and fleet lease services.Corporate & Investment Banking (CIB), which accounts for around 1/3 ofGroup turnover, does business all over the world. BNP Paribas CIB aimsto be a long-term strategic partner to its clients, who range from majorcorporations to small or medium-sized businesses and include insurancecompanies, governments, banks and investment companies. Our CIBdivision works with clients both in the daily management of their financesand cash flow and on their longer-term strategy and development plans.CIB meets their financing needs – including via the capital markets – andtheir capital investment and risk management requirements, in additionto providing advisory services.Investment Solutions, which is present in 60 countries, consists of arange of complementary business lines including insurance, wealthmanagement, real estate services and technical services for investors.The Investment Solutions division develops innovative products andservices for clients of the other Group businesses but also possesses itsown distribution channels.In order to be able to carry out these various missions in a context ofsharply rising regulatory capital requirements, BNP Paribas doubled itscapital base between 2009 and 2012. While fulfilling our duty to deliverregular returns to our shareholders, the Bank nevertheless retains andreinvests the major part of its profits each year so as to strengthenan already solid financial position and increase our capacity to meetcustomer demand for credit.BEING PREPARED TO TAKE RISKS, WHILEENSURING CLOSE RISK CONTROLFinancing the economy, supporting projects, helping clients to managetheir currency or interest rate exposure - all this means accepting adegree of risk. One of BNP Paribas’ great strengths is precisely thisexpertise in managing risk. The Group believes that tight risk control isits clear responsibility, whether in relation to its clients or to the financialsystem as a whole. The Bank’s decisions on the commitments it makesare reached after a rigorous and concerted process, based on a strongshared risk culture which is present across all levels of the Group. Thisis true both for risks linked to lending activities, where loans are grantedonly after in-depth analysis of the borrower’s situation and the project tobe financed, and for market risks arising from transactions with clients,which are assessed on a daily basis, tested against stress scenarios andsubject to a scale of limits.As a strongly diversified Group, both in terms of geography andbusinesses, BNP Paribas is able to balance risks and outcomes as soonas they materialise. The Group is organised and managed in such a waythat any difficulties arising in one business area will not jeopardise theBank’s other business activities.3762012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYBNP Paribas’ approach as a responsible bank7FOLLOWING A STRICT BUSINESS ETHICAt BNP Paribas, loyalty to our clients is a fundamental principle. Eachand every one of the Group’s employees strives wholeheartedly to helpour clients achieve success, taking care of their interests while protectingthose of the Bank. Savings, loans, insurance, payment systems - whateverthe product, no BNP Paribas staff member would ever offer a customera product knowing that the transaction would not be in his/her trueinterests.BNP Paribas will ‘go the extra mile’, taking a supportive attitude to clientsif they should ever get into difficulties and looking to the future beyondthe current crisis. The Group plays a strong role in the economies ofa number of countries and sees itself as having a special role in our‘domestic’ markets - France, Belgium, Italy and Luxembourg.The Group measures Customer Satisfaction across all business lines andwe regularly adjust our Quality policy to ensure that our ratings remainhigh in this area. Nevertheless, as the saying goes: “to err is human”. Abank is composed of men and women who strive to do their jobs as wellas possible but who may of course sometimes make mistakes. When thishappens, BNP Paribas is prepared to admit its errors and seeks to remedyany unfavourable consequences for the client.BNP Paribas’ business ethic is also demonstrated in our unwillingness towork with any client or organisation that is involved in fraud, corruptionor illicit dealings. Accordingly, BNP Paribas has withdrawn from alllocations designated as tax havens by the OECD.BEING A RESPONSIBLE BANKIn all the regions where the Group does business, it is closely involved inthe local community of which it is a part. First of all the Bank lives up toits economic responsibilities as outlined above, working to finance clients’projects. In addition, BNP Paribas recognises that it has responsibilitiesin three other areas:■ Employer responsibility: this means treating the Group’s190,000 employees in a fair and loyal manner and engaging in seriousand meaningful dialogue with staff union representatives. BNP Paribasrecruits and trains some tens of thousands of new staff each year,several thousand of these in France. The Group has made a strongconscious decision to foster diversity in all its forms, including settingprecise objectives for promoting women. BNP Paribas’ employmentpolicy includes prioritising internal job mobility and training. Werecognise that we have a particular responsibility in our four ‘domestic’markets, where our size and range of activities and our innovativelabour relations policies have always enabled us to avoid any forcedredundancies.■ Civic responsibility: helping to combat social exclusion and promotingeducation and culture. The Group has a strong stake in society,through initiatives and projects which take its banking role one stepfurther for the good of society: special assistance for underprivilegedneighbourhoods and marginalised areas, microcredit, support forcharitable organisations and social economy enterprises. Our civicengagement is also manifested in the corporate philanthropy workdone by the BNP Paribas Foundation, whose charity initiatives includeeducational, cultural and public health projects. An overall annualbudget higher than EUR 25 million is devoted to these activities, halfof this to social projects and education.■ Environmental responsibility: BNP Paribas takes great care overthe environmental impact resulting from its banking activities allover the world. The Group has drawn up and implemented detailedpolicies relating both to its day-to-day functioning and to sensitivefields of industry, and supports environmental initiatives through theBNP Paribas Foundation.Motivated by the values of commitment, ambition, creativity andresponsiveness, managed in accordance with a clear set of managementprinciples – Client Focus, Risk-Aware Entrepreneurship, People Care andLead by Example – and inspired to the highest business ethic by theGroup’s code of conduct, BNP Paribas people strive each day to ensuresuccessful outcomes for all those who place their trust in the Bank andfor the good of society. We are proud to be a responsible bank and we takegreat pride in our profession. That’s our vision for the bank.Baudouin ProtChairmanJean-Laurent BonnaféDirector and Chief Executive Officer72012 Registration document and annual financial report - BNP PARIBAS 377

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYBNP Paribas’ approach as a responsible bankOUR STRATEGIC VISIONSince 2012, BNP Paribas’s responsibility policy has been built on 4pillars, with 12 commitments. The Group’s good governance practices,which guarantee the long-term interests of the business, represent thefoundations of this structure.All the Group’s business lines, networks, subsidiaries and countries applythis policy, using the same structure, while adapting it to their specificcharacteristics.BNP PARIBAS’S COMMITMENTS AS A RESPONSIBLE BANKA RESPONSIBLE BANK4 PILLARS AND 12 COMMITMENTSOUR ECONOMIC OUR SOCIAL OUR CIVIC OUR ENVIRONMENTALresponsibility responsibilityresponsibility responsibilityFinancing the economyin an ethical mannerPursuing a committedand fair human resourcespolicyOUR 4 PILLARSOUR 12 COMMITMENTSCombating exclusion,promoting educationand cultureCombating climatechange1LONG-TERM FINANCINGFOR THE ECONOMY4RECRUITMENTAND TRAINING7HELP COMBAT EXCLUSIONAND SUPPORT SOCIALENTREPRENEURSHIP10FINANCING POLICYCOMMITTMENTS INSENSITIVE SECTORS2BUSINESSETHICS5DIVERSITY8CORPORATE PHILANTHROPYPOLICY FOCUSED ONEDUCATION, HEALTH,CULTURE AND SOLIDARITY11THE REDUCTIONIN ENVIRONMENTALFOOTPRINT LINKEDTO OUR OWN OPERATIONS73A RANGE OF RESPONSIBLEPRODUCTS6SOLIDARITY-BASEDEMPLOYMENT MANAGEMENT9COMPLIANCE WITHTHE UN GUIDING PRINCIPLESCONCERNING HUMAN RIGHTS12SUPPORT FORRESEARCH AIMEDAT COMBATING CLIMATECHANGEOUR GOVERNANCEGovernance that supports the long-term strategy of the BNP Paribas GroupBest practice in governanceA clear separation of powers between the Chairman of the Board of Directors and the Chief Executive OfficerAn independent and representative Board of DirectorsAn Audit Committee with a majority of independent membersVoting rights that guarantee protection of the interests of all shareholdersA stable executive team that guarantees long-termdeployment of strategic objectivesA compensation policy that integrates the long-term interests of BNP Paribas Group3782012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYBNP Paribas’ approach as a responsible bank7BNP PARIBAS’ PUBLIC POSITIONSBNP Paribas’ approach to corporate social responsibility (CSR) is framedby the fundamental and sector-specific public positions it has adopted.With a presence in 78 countries, BNP Paribas carries out its operationsin full respect of universal rights and principles, as a contributor to oractive member of:■ the United Nations Global Compact (“Advanced” level); BNP Paribas isa committee member of the Global Compact France;■ the UN Women’s Empowerment Principles;■ the UNEP Finance Initiative;■ the Carbon Disclosure Project;■ the Roundtable on Sustainable Palm Oil (RSPO);■ Business for Human Rights (Entreprise pour les Droits de l’Homme,EDH);■ Businesses for the Environment (Entreprises pour l’Environnement,EpE);■ Sida-Entreprises (an association for combating AIDS).The Group participates actively in designing solutions and implementinglong-term practices specific to the finance sector within the framework of:■ the E quator Principles;■ the Principles for Responsible Investment;■ the Institutional Investors Group on Climate Change;■ the Climate Principles.Finally, the Group has also sought to formalise its voluntary commitmentsin several areas:■ a Responsibility Charter, formalising its commitments, so as to earnthe trust of its customers, drawn up in 2012 and distributed to all theGroup’s employees and many of its customers;■ a commitment to the environment;■ a commitment to human rights (BNP Paribas human rights declaration),a new commitment signed by general management in 2012;■ a policy of combating corruption;■ a Charter for Responsible Representation with respect to publicauthorities, drawn up in 2012, formalising the transparency of thebusiness ethics rules that the Group and its employees must adhereto when performing representation activities; BNP Paribas is the firstEuropean bank to have adopted an internal charter for its lobbyingpractices;■ the BNP Paribas suppliers’ CSR Charter, published in 2012;■ financing and investment policies for palm oil, defence, nuclear energy,paper pulp and coal-fired power.PROGRESS ACKNOWLEDGED BY EXTRA-FINANCIAL RATING AGENCIESBNP Paribas has very high rankings in the authoritative CSR indexes:■ BNP Paribas is ranked no. 1 in the banking sector for CSR in theVigeo World 120 Index. Taking all sectors together, BNP Paribas isranked 4th in France, 11th in Europe and 12th globally in terms ofCSR commitment.■ BNP Paribas is the only French bank included in the Dow JonesSustainability Indexes.■ The Group’s carbon reporting was rated 86/100 by the CarbonDisclosure Project in 2012.■ BNP Paribas is also included in other benchmark indexes such as theEthibel Sustainability Index (Excellence Global And Excellence Europe),Aspi, the FTSE4GOOD Index Series and the Stoxx Global ESG LeadersIndex.CSR TAKEN TO HIGHEST LEVEL IN ORGANISATIONIn 2012, CSR became a Group Function, reporting to one of the Group’s Chief Operating Officers. The assignments and responsibilities of the CSR Function,a 13-strong team based at the Group’s headquarters, are clearly defined in a directive from general management. They break down as follows:CSR FUNCTION7Products& servicesGovernance &processesDialoguewith stakeholdersEnvironmentMicro-finance& socialentrepreneurshipCommunicationA network of 130 CSR managers has been set up across the Group’sdivisions, business lines, networks, functions and subsidiaries in orderto facilitate implementation of the CSR policy in all the activities andcountries where the Group has a presence. At each entity, the CSRmanager is a member of the corresponding Executive Committee in orderto ensure that CSR is integrated into the entity’s strategy. The Group’s130 CSR managers first met together in late 2012, for a seminar devotedto training and the exchange of best practice.2012 Registration document and annual financial report - BNP PARIBAS 379

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical mannerDIALOGUE WITH STAKEHOLDERSBNP Paribas’ CSR approach takes account of all its stakeholders and theGroup’s strategy is developed in such a way as to be receptive to theirexpectations:■ Employees’ views on the environmental and social responsibility oftheir company are assessed each year in the Group’s internal survey(173,835 employees surveyed in 2012, with a 71% response rate). In2012, 72% of employees surveyed had a favourable view of the waytheir company exercises its responsibility; this rate has been growingsteadily since 2009.■ BNP Paribas encourages its suppliers to share its conception ofenvironmental and social responsibility. In particular, suppliers areasked to answer a questionnaire in order to evaluate their own socialand environmental performance. At the end of 2012, more than 700analyses of supplier CSR performance had been conducted duringcalls for tender issued by the central team of the Group Procurementdepartment via its e-sourcing platform.■ BNP Paribas meets SRI investors several times a year (29 meetings in2012), to present the Group’s CSR strategy, and it regularly updatesextra-financial analysts on latest developments.■ BNP Paribas maintains a dialogue with numerous NGOs throughout theworld. In 2012, there were 10 meetings between the head-office CSRteam and NGOs. More than 30 dialogue subjects were on the agenda in2012, in areas such as the environmental impact of financing providedby the Group, the financing and investment policies published andapplied by BNP Paribas, human rights, and BNP Paribas’ position onlow-tax countries.During 2012, 6 referrals were made to the BNP Paribas internalmediator for supplier relations.7.2 Economic responsibility: financing theeconomy in an ethical mannerBNP Paribas’s primary mission is to meet its customers’ needs, inparticular by financing the projects of individuals and businesses, whodrive economic development and job creation. With its leading positionsin financial services in the 78 countries where it operates, the Group’sfinancing capacity and the way it conducts its business have a directimpact on the local economies. Aware of this economic responsibility,BNP Paribas bases its actions on these three commitments:■ Commitment 1: long-term financing for the economy;■ Commitment 2: business ethics;■ Commitment 3: a range of responsible products and services.7LONG-TERM FINANCING FOR THE ECONOMYBNP Paribas’ mission is to provide financing for all activities that helpfoster economic and social development at global level. Its diversifiedeconomic model, which is both value-creative and resilient to periods ofcrisis, enables it to meet the financing needs of companies, institutionsand individuals.3802012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical manner7ONE OF THE MOST SOLID BANKS INEUROPE, ANTICIPATING NEW REGULATIONIn order to be able to provide financing to the real economy over the longterm, it is paramount that BNP Paribas can ensure its economic stability,whatever the financial context.➤ INCREASE OF OUTSTANDING CORPORATE ANDPERSONAL LOANS BETWEEN END-2008 ANDEND-2012 VS GDP (BY VALUE) OVER THE SAMEPERIOD35%LoansGDPOne of the best capitalised large internationalbanksAt the end of 2012, BNP Paribas was one of the first large banks to achievethe ratio imposed by the new measures taken in 2010 and required to bemet by 2019 under Basel III. The minimum level of equity that banks willhave to maintain has been increased. BNP Paribas achieved its target forstrengthening its solvency ratio (common equity Tier one) one quarterahead of schedule, reaching 9.9% at 31 December 2012.The Group thus strengthened its equity and hence its solidity and lendingcapacity.Profits benefiting the economyMore than two-thirds of profits were reinvested in the company, inorder to pursue the Group’s development and support its customers. Byconsolidating its equity, the Bank is also directly boosting its ability toextend loans, and thus its investments in the real economy.SIGNIFICANT GROWTH IN PERSONAL ANDCORPORATE LOANSFor five years, BNP Paribas has been able to increase its lending to itscustomers, despite the adverse economic conditions. The total amount ofloans extended to businesses and individuals has thus increased regularlywithin the Group’s four domestic markets, in a proportion well above thelevel of economic growth recorded in these countries.30%25%20%15%10%5%0%-5%21,0%5,0%29,0%-0,6%15,9%11,6%France Italy Belgium+ Luxembourg ( * )(*) For Belgium and Luxembourg, the comparison is between end-2012and end-2009.GDP trends shown in this chart are based on data available at http://epp.eurostat.ec.europa.eu/Between end-2011 and end-2012, outstanding personal loans in thesefour countries increased by 1.5%.The Bank’s mission is to support the development of businesses,particularly SMEs, by providing them with financial resources (via debtand the capital markets) and strategic advice:■ In France, there has been a particular focus on SMEs and smallbusinesses clients. With six commitments made in early 2012 tosupport them, a total of EUR 5 billion worth of new loans was granted.The objective is to finance 40,000 projects between 1 July 2012 and30 June 2013. By end-2012, 27,000 projects had been financed,reaching a total amount of EUR 3.2 billion. 60 Small Business Centres(vs 46 in 2011) allow business leaders’ professional and personalneeds to be met in the same office.■ In Luxembourg, a strong signal was sent to SMEs by the creation of aone-billion-euro credit line earmarked for investment activities andprojects as well as to help with starting up businesses.72012 Registration document and annual financial report - BNP PARIBAS 381

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical manner7■ In Belgium, the main objective for 2012 was to support the developmentof SMEs. For example, BNP Paribas Fortis helped pipes manufacturerIcarius to buy out its company from a Norwegian investment fund. Thedeal, hailed by the local authorities, enabled the company to secure 80local jobs and relaunch its international development plans.■ Outside Europe, the Group was particularly active in supportingbusiness with loans, notably in the United States, where Bankof the West is a leading lender to American farmers: in 2012 itwas ranked No. 2 domestic lender to this sector by the AmericanBankers Association, with around USD 3.2 billion (EUR 2.47 billion) ofagricultural loans at end-2011.NUMEROUS INITIATIVES TO SUPPORTECONOMIC GROWTHIn addition to its lending and advisory activities, BNP Paribas supportseconomic development through a wide offering of products and services,tailored to meet the specific needs of various types of customers andcountries.Access to capital marketsCompanies – both medium-sized and large – are not only asking for loansbut are also increasingly looking for capital market financing solutions.BNP Paribas helps them to enter these markets.In 2012, 16 companies made their first steps into market-sourcedfinancing, with support from the Group’s experts throughout Europe.This brings the total amount of capital raised by the 52 new entrantsadvised since 2010 to EUR 25 billion.Mutual fundsAt the same time, in order to support actively the long-term developmentof French companies, several innovative funds were created in 2012:■ BNP Paribas Cardif and three other leading life insurers set up aStrategic Equity Fund in October, to make long-term investmentsin the capital of French companies. This innovative fund allows tochannel funds that had hitherto been locked up in other vehicles intothe economy and into companies. The investments made and thecommitment to remain invested in SBF 250 or CAC 40 companiesfor at least five years will help the strategic development of thesebusinesses.■ With the same aim of supporting businesses and increasinglychannelling French savers’ assets into their financing, BNP Paribaslaunched the “BNP Paribas France Crédit” mutual fund. Its aim isto invest assets gathered by the Group’s insurance subsidiary into afund managed by its asset management subsidiary. These fund inflowsenable the Group to finance loans arranged by CIB for medium-sizedbusinesses. BNP Paribas Cardif’s fund inflow target of EUR 250 millionover three years will be gradually achieved in the form of successiveselections of investment opportunities.Tailored advice and supportWomen entrepreneursBNP Paribas encourages entrepreneurs, and in particular women, in theirplans for setting up and developing innovative businesses.■ In France, while the female participation rate is among the highestin Europe and one in five women are considering starting a business(APCE survey 2012), only 32% actually take the plunge (compared with48% in the United States).To boost this rate, BNP Paribas signed a partnership agreement withParis Pionnières, a support organisation for women with plans to setup a business in the area of innovative services for individuals andcompanies. From the creation of their plan until their third year ofoperation, women business creators are supported and encouraged,notably via the “Paris Pionnières Trophy”.Outside FranceBNP Paribas set up many actions to promote entrepreneurship incountries where it operates.■ In Tunisia: the UBCI has launched its “Business Academy”, a meetingand training centre for business executives. Several subjects have beencovered since its launch in Tunis in September 2012, including SMEfinancing and competitiveness factors in the market. Given the wealthof experience shared during the workshops and participant satisfactionlevels, the UBCI plans to repeat the event, offering periodic sessionsin different regions of the country.In addition to actions implemented in each country, BNP Paribasencourages businesses and SMEs to develop internationally by offeringthem transnational services.■ In 2012, 3,500 clients used the banking continuity services offeredacross Europe from a single entry point.With “One Bank for Corporates in Europe and Beyond”, they can nowuse a network of 150 business centres and 1,900 advisors specificallydedicated to businesses in 18 countries. This unrivalled pan-Europeanoffering, designed to facilitate growth across the continent, met a realexpectation, as the objective set upon launch in 2010 had been tosupport 3,000 businesses.Innovation■ In France, BNP Paribas reaffirmed its commitment to entrepreneurs byplanning for the establishment of 10 innovation centres by June 2013,whose aim will be to facilitate the development of innovativebusinesses. Three were already set up in 2012, in Toulouse, Grenobleand Paris.3822012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical manner7BUSINESS ETHICSBeing strongly committed to the long-term financing of the economy inorder to support growth and create jobs, BNP Paribas ensures that itsactions respect business ethics.The protection of retail customers’ interests is a priority. There has been ahost of initiatives to meet their requests for information and transparencyand to improve their understanding of banking products and services.In the marketing phase, the relationship is managed responsibly andmechanisms for listening to and monitoring customers are reinforced.Moreover, as a leading financial player, BNP Paribas has a direct influenceon the economy. Controlling the possible social and environmentalimpacts of its financing and investments is therefore a matter of constantconcern for the Group. Voluntary codes, policies and measures have beenestablished to manage its activities in certain sensitive sectors.Finally, BNP Paribas has a highly successful anti-corruption mechanismand establishes its offices, not on tax considerations, but in order to bestserve its customers around the world.In 2012, the measures already initiated were consolidated, extendedor improved.IMPROVE PRODUCTS AND SERVICESTRANSPARENCY AND STRENGTHENCUSTOMER INTERESTS PROTECTIONCustomer satisfaction: the absolute priorityThe Group’s determination to improve customer satisfaction and protectcustomer interests has led it to reinforce its dialogue and monitoringsystems and to implement strict commercial rules.In France■ In October 2012, Raphaèle Leroy was appointed Head of Relationswith consumers and the associations that represent them. Ongoingimprovement of customer service is at the heart of this new role,created by Marie-Claire Capobianco, Head of French Retail Banking anda member of the BNP Paribas’ Executive Committee, to whom RaphaèleLeroy reports. Ms Capobianco commented: “ Listening, understanding,sharing our customers’ expectations with consumer associations andmaintaining a concerted approach to the improvement of servicequality over the long term: these are the objectives that RaphaèleLeroy will help to achieve. With her 20 experience in the field, sheknows how to listen to customers and integrate their expectations soas to improve their satisfaction” .■ Remuneration of in-branch advisors has been modified so that it is thesame irrespective of which product they recommend within a “ familyof needs” . For example, within the “ long-term savings family” , theBNP Paribas advisor will receive the same commission for a homeownership savings scheme as for a life insurance policy. It is thereforein the advisor’s interest to recommend the most suitable product,according to the risks or term required. In addition, a signifi cantpart of the commission is not paid until the customer starts to usethe product, i.e. several months after it is taken out. In this way,BNP Paribas ensures that the product supplied does indeed meet itscustomer’s need.■ Before launching the “ New Generation Revolving Loan” offering, whichwill gradually replace the existing revolving loan offering, Cetelemcommissioned Vigeo, Europe’s leading extra-financial auditors, tocheck the responsible and transparent nature of its new product andits marketing approach. In the product design stage, Vigeo delivereda provisional certification of the product’s responsible nature:transparent information, consultancy during the marketing and loangrantingphases, verification of customer solvency, respect of customerinterests throughout the term of the contract, allowance for the socialimpact of consumer credit. The second phase of the audit, scheduledfor March 2013, will consist in auditing the marketing of the productby customer advisors within four customer relations centres thereafter,Vigeo will be in a position to provide a final certification.7Cetelem’s new revolving loan offering:■■An offering that meets customers’ expectations for a flexible,transparent and responsive product that helps them managetheir cash flow.Going beyond the Lagarde law: the New Generation revolvingLoan will enable customers to choose from among six repaymentoptions (with different terms and associated rates); they thusdecide on the repayment period and have transparency over■pricing and costs; they have full control over their loan and caneasily change their repayment arrangements online or by phone;they can also receive a text alert if the monthly payment exceedsa set limit.A website, jegeremesfinsdemois.com, has been designed to helpconsumers understand how to manage their budget and find thenecessary resources.2012 Registration document and annual financial report - BNP PARIBAS 383

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical mannerIn SwitzerlandBNP Paribas’ Responsibility Charter has been integrated into its key commercial documents, notably products brochures and pricing information,as well as investment proposals that are sent to customers.These mechanisms have helped improve customer satisfaction, which has increased in all domestic markets.➤ CUSTOMER SATISFACTION TREND80%78%76%74%72%French Retail BankingBNP Paribas FortisBGL BNP ParibasBNL70%68%66%64%62%60%2008 2009 2010 2011First satisfaction survey of customers in debt recoveryThe challenge in maintaining customer loyalty and satisfaction,particularly when they encounter problems – either temporary oron a regular basis – is a key point for Cetelem. Therefore a surveywas set up to measure and monitor performance and set quantifiableimprovement targets. It was conducted by Ipsos in May 2012 amongCetelem customers in France who had experienced the processingof a missed payment in the preceding three months. 451 customerswere interviewed. The sample was representative of Cetelemcustomers in amicable recovery phase between the second and theseventh missed payment. The main conclusions of the survey showthat 69% of customers were satisfied overall and 67% appreciatedthe proposed solution.7Greater transparency in the Bank’s offeringSince 2011, the retail bank has aimed multiple actions at customers tohelp them realise their plans, while prioritising the protection of theirinterests.This is reflected in dialogue mechanisms and education workshops setup to improve the transparency of the bank’s offering and customerunderstanding of banking products.In France “Straight Talk” (“Parlons vrai”)This initiative, launched in 2011 in order to respond to the many questionsfrom individual customers and their need for transparency and simplicity,led to the establishment of a two-part dialogue mechanism consisting of:■ a permanent website, www.parlonsvrai.bnpparibas.net, which hasattracted 200,000 visitors since it was launched at the end of 2011,with more than 900 questions submitted;■ “Straight Talk” (“Parlons vrai “) workshops. These direct meetings withretail bank employees are intended to address customers’ concretefinancial concerns. In 2012, 11,500 people attended 1,200 workshopsinitiated throughout the year, culminating in the holding of more than1,000 workshops throughout France in a nationwide event on 18October. These free and uniquely informative sessions addressed allthe main financial issues, such as: “online shopping”, “the main savingsvehicles”, “buy or rent” and “students – a user’s guide”. All materialswere developed in collaboration with the independent association,“La finance pour tous”, which specialises in educating the public onbanking matters.3842012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical manner7In ItalyAlong the same lines, BNL gave a voice to its clients in a campaign coveredin the press, on television and online in October 2012. A website wascreated for corporate clients to submit their questions and suggestions.At the same time, to meet the demand for information, the “EduCare”programme, which aims to further the “financial education of individualsand companies”, took on a new dimension in 2012 by moving out of thetraditional setting of the branches.In TurkeyTEB responded to suppliers’ and clients’ need for information in theareas of CSR and the sustainable use of resources. A conference washeld where experts shared their knowledge of CSR, climate change andenergy efficiency.In IndiaA programme was set up to raise young people’s awareness ofstockmarket investments. By explaining how investments work, the aimis to inform them of the risks and rewards attached to the choices theymake.CONTROL THE IMPACT OF FINANCIALPRODUCTS AND SERVICES ON SOCIETYBNP Paribas extends financing to sensitive industries and operates incountries whose legal and governance environments have not all reachedthe same level of maturity. The Group thus faces a wide variety of ethicalchallenges that require increased vigilance when making financing andinvestment decisions.Defence, a particularly sensitive sectorThe BNP Paribas Group has a responsible financing and investment policyfor the defence sector. This policy, published in 2010, strictly rules outcertain types of weapons (controversial weapons) in certain geographicalregions (areas affected by armed conflict, or the violation of children’srights) of the bank’s financing and investment universe.Under the “defence” policy, 148 sensitive transactions required aspecific review by the Group’s CSR correspondents in 2012.Clear position on essential agriculturalcommoditiesBNP Paribas is aware of the critical impact of higher prices for essentialagricultural commodities on the diet of most fragile populations. InJuly 2011, the Group made a formal public commitment not to sellderivative products to external operators whose objectives are solelyfinancial, i.e. not related to the need to protect a physical activity fromprice fluctuations. Similarly, the Group undertakes to offer its clients onlyinvestment products designed for the medium and long term, and to limitits exposure to essential agricultural commodities.At end-2012, assets invested in food commodities on behalf of thirdparties amounted to EUR 411 million, or 0.08% of total Group assetsunder management.Having closed two ETFs (exchanged-traded funds) mainly exposedto essential commodities in 2011, BNP Paribas continued itsinventory work and closed a further ETF in 2012, while decidingto suspend marketing of a fourth fund.In addition, BNP Paribas decided to extend the application ofits precautionary principle by suspending the marketing of theonly medium/long-term fund in its range that still has majorityexposure to agriculture.BNP Paribas won the Commodity Business Award in the Corporate SocialResponsibility category in 2012.This prize acknowledges excellence in the commodities industry andrewards companies that have a significant impact on sector practices interms of social responsibility. BNP Paribas’ success reflects the Group’svigilance, particularly with regard to food commodities.Integration of ESG criteria into lending policiesThe ability to detect and integrate extra-financial risks in its lending isof major concern to the group.To this end, in 2012, Group Risk Management started to progressivelyinclude environmental, social and governance (ESG) issues in its creditrating policies, which define the main characteristics of the counterpartiesand transactions acceptable to BNP Paribas.The first steps concerned rating policies for the shipping, largecorporations and insurance sectors.ESG criteria were also introduced into lending policies for leveragedbuyout and real estate activities.72012 Registration document and annual financial report - BNP PARIBAS 385

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical mannerSuccessful anti-corruption mechanism; policyfor locating Group offices dictated by objectiveof optimising customer serviceCombating corruptionBetween September 2011 and August 2012, Group employees attendedmore than 138,000 training events on combating money laundering,terrorism, financial embargos and corruption, with a distinction madebetween:■ combating external corruption: this topic is integrated into thetraining modules on combating money laundering and the financingof terrorism. It is aimed at finding out about clients and intermediariesat the beginning of the business relationship, and monitoring theirtransactions, etc. Since July 2010, staff whose work is directlyexposed to this risk (61,253 employees, i.e. around one-third of Groupheadcount) must attend a specific internal training every year.■ combating internal corruption: in November 2012, a new Grouptraining module on combating corruption was made available toall staff. It highlights key definitions, gives practical examples andpresents BNP Paribas’ Control Mechanism in an awareness module.The location of BNP Paribas’ offices is driven, not bytax considerations, but by the objective of servingcustomers around the worldBNP Paribas has a presence around the globe, close to its customers,notably in its four major domestic European markets, France, Belgium,Luxembourg and Italy, and in the wider world, where it serves local retailand corporate customers particularly in North America, Turkey and Africa.Its other international activities are conducted from the main financialcentres of Europe, London, Asia (Hong Kong, Singapore, Tokyo) and NewYork.1. BNP Paribas is one of France’s biggest tax payers.BNP Paribas is one of the biggest tax payers in France. For 2012, thetotal amount of taxes and duties paid in France reached EUR 1.9 billion.2. BNP Paribas has no presence in any tax haven on the OECD’s list.BNP Paribas was the first French bank to undertake, in 2009, to end allactivities in countries on the OECD’s “grey” list. As part of this process,in 2009, BNP Paribas sold its commercial banking subsidiary in Panamato a large Canadian bank, which continued to operate it in that market.3. BNP Paribas cannot seriously be criticised for its presence in a numberof OECD and EU countries, nor can this be linked to tax incentives.There are studies that refer to lists of unofficial “tax havens” and givestatistics on operations in tax havens that do not correspond to anyoperational reality: these lists include in the category of tax havenscountries that belong to the Group’s domestic markets, such as Belgium,where the Group has more than 18,000 employees, a network of 938branches, 3.6 million retail and SME customers, and 13,100 corporateclients.As regards non-OECD countries that could be considered to operatefavourable tax regimes, BNP Paribas has started to reduce its presencethere.A RANGE OF RESPONSIBLE PRODUCTS7Around the world, investors are becoming more attentive to the exposureof their investments and want to invest in responsible products.To respond to this development, BNP Paribas markets an array ofresponsible investments for retail customers and institutional investors.In 2012, BNP Paribas extended its range of responsible productsand services. The Group continued the process of incorporatingenvironmental, social and governance (ESG) criteria, aiming to excludefrom its investments businesses whose practices do not conform withits responsible investment criteria.At the same time, the Group filled out its range of products aimed at themore vulnerable and underbanked populations.INTEGRATE ESG CRITERIA INTO CREDITAND SAVINGS PRODUCTSA signatory to the UN Principles for Responsible Investment(UN PRI), BNP Paribas Investment Partners, the Group’s dedicatedasset management business line, applies ESG criteria to all its collectiveinvestment funds and institutional mandates. These criteria are analysed,as a complement to financial analysis, according to a formal frameworkbased on the UN Global Compact’s ten principles in the areas of humanrights, labour, the environment and anti-corruption. The principles arecomplemented by rules for investing in controversial sectors or products.3862012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical manner7As a result of this approach, the Group excludes businesses that do notconform with these criteria. BNP Paribas Investment Partners has alsoinitiated a dialogue with several companies to encourage them to developbetter practices.In addition, the asset management business line aims to increase thelong-term value of its investments by helping companies to develop goodpractice in terms of governance, social and environmental responsibilities.In 2012, BNP Paribas Investment Partners systematically exercised itsshareholder voting rights, participating at around 1,200 Annual GeneralMeetings and voting on more than 14,000 draft resolutions, whereby inaround 20% of cases it abstained, opposed or voted no.BNP Paribas Cardif, the Group’s life and non-life insurance subsidiary,also took a key step in its ESG development by creating a compositeindicator enabling it to monitor the proportion of investments in its maineuro fund (EUR 88 billion at 31 December 2012) screened through an ESGfilter at the time of selection, since 1 July 2008. This indicator rose from24% at 31 December 2010 to 40% at 31 December 2012:40% of the main euro fund run by BNP Paribas Cardif(1.7 million customers) was screened through an ESG filter.➤ BNP PARIBAS SRI FUNDS APPROVED IN 2012Design and promote socially responsibleinvestment (SRI) funds to benefit both fromfinancial and environmental and socialperformancesBNP Paribas continues to develop and promote its range of SRI products.These products are a response to demand from customers wantingto invest in businesses and sectors at the forefront of sustainabledevelopment, thereby make their savings more meaningful.BNP Paribas’ expertise is based on two complementary approaches:one is focused on committed issuers (“best-in-class”); while thesecond, thematic, targets activities, products and services related toenvironmental protection and/or social wellbeing.22 SRI funds awarded in 201222 SRI labels were awarded to funds managed by BNP Paribas InvestmentPartners in 2012.■ 11 SRI funds received a Novethic label in 2012, including 9 awarded witha special “ESG indicators” mention for the quality of communicationon social and environmental impacts;■ 3 funds were awarded the EnvironmentLuxFlag label for their closeinvolvement in the environment sector and their high level of investortransparency;■ 3 funds received the Finansol label for their investments in the socialbusiness and microfinance;■ 5 were awarded the CIES (Comité Intersyndical de l’Épargne Salariale)label dedicated to employee savings plans.These labels support BNP Paribas in its long-term commitment todevelop and promote its range of SRI products.Name of fundWith ESG indicatorsLabelsNovethic label(awarded every September )Without ESG indicatorsLuxflag label(awarded everyDecember ) Finansol CIESBNP Paribas Etheis XParvest Sustainable Equity Europe XMAIF Investissement Responsable Europe XBNP Paribas Euro Valeurs Durables XBNP Paribas Développement HumainBNP Paribas L1 Green TigersAGIPI Monde DurableBNP Paribas L1 Sustainable Bond Euro XBNP Paribas Obli Etheis X XBNP Paribas Obli Etat XParvest Sustainable Bond Euro Corporate XBNP Paribas Mois XBNP Paribas Money Prime Euro SRI XBNP Paribas Aqua XParvest Environmental Opportunities XParvest Global Environment XSICAV RetraiteX(RetraiteHorizon)XMultipar Funds(2 fonds)X(5 fonds)72012 Registration document and annual financial report - BNP PARIBAS 387

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEconomic responsibility: financing the economy in an ethical manner7Thanks to the in-depth work performed by the Group’s teams topromote the social and environmental dimensions of the SRI funds, theiroutstanding amount grew up very significantly in 2012.EUR 20 billion in SRI assets managed by BNP Paribas investmentpartners at 31 December 2012In 2012, growth in SRI assets (+33.8%) largely exceeded growth in totalassets (1) (+0.5%).For example, the BNP Paribas Aqua fund, created in 2008 and investedin international companies involved in the water business, made aspectacular breakthrough with retail customers in 2012, bringing itsoutstanding amount to around EUR 100 million at 31/12/2012.BNP Paribas Wealth Management, the Group’s private bank, has reachedthe one billion euro mark in terms of assets managed for clients insocially responsible investment funds.Similarly, the retail bank continues to promote SRI via funds distributedin the branches:■ BNP Paribas Développement Humain invests in European companieswhose products and services help meet basic human needs (qualityfood in sufficient quantity at moderate cost, access to basic services,education) and address the challenges of the modern world (e.g.ageing population, new generation medicines);■ BNP Paribas Obli Ethéis invests in high-quality (“ investment grade” )bonds from issuers in the euro zone or markets of the euro zone. TheSRI approach adopted aims to favour best ESG practice by issuers, asassessed by the Group’s SRI Research Team. A maximum of 10% ofthe portfolio is devoted to investments in microfinance and the socialbusiness, which aim at granting loans to micro-entrepreneurs.In a similar approach, Global Equities & Commodity Derivatives set upfour new indices in 2012 to offer tailor-made solutions to their clients.Three of them are a response to the increasing interest in environmentalissues: one offers access to waste management, the second to businesseswhose products and services optimise energy consumption and the thirdto companies involved in the development of the renewable energy sectorin a context of rising energy costs, particularly from fossil fuels. The fourthindex offers access to 15 large European companies recognised as CSRpioneers by Vigeo and Forum Ethibel.Decision-making tools provided to customersIn order to inform its customers about its wide range of savings productsand to boost the social impact of these products, BNP Paribas developedseveral tools in 2012:■ Clients of either Cortal Consors France, an online brokerage or Wealthmanagement can refer to a new label called the “Révélateur ISR”(SRI revealer), created in 2012. This clarifies the nature of ESG fundsand enables clients to gauge the SRI intensity of a fund.■ At Cortal Consors Germany, clients wanting to combine profitabilitywith responsibility can refer to the “SRI FundsFinder”, an online toolenabling users to exclude specific sectors or criteria.■ From the environmental angle, clients of Cortal Consors France canrefer to the “green rating” which measures carbon emissions bycompanies in which the funds are invested. From the social angle,the “employment rating”, launched in 2011, measures the numberof jobs created or lost during the year by companies in which 475European equity funds are invested.■ BNP Paribas Securities Services now gives fund managers thepossibility of conducting extra-financial reporting on their SRI funds.Finally, raising the general public’s awareness of responsible investmentremains a key objective, and the Group addresses this each year with aflagship event, the SRI week.During this week, the practical SRI guide for retail customers is widelydistributed. First published in 2010 and updated each year, the guideanswers the general public’s main questions and thus helps improveperceptions of the SRI approach. In 2012, 3,000 copies were distributed inprivate banking centres in France and the guide has been made availableon the Bank’s website.PRODUCTS WITH A POSITIVE IMPACT ONSOCIETYIn a continuation of initiatives launched in 2011, BNP Paribas has deployedinnovative products and services especially designed for vulnerablecustomers or those with particular needs. The Group also pursued itsphilanthropic advisory activity aimed at directing its customers towardsinvestments of high added value.■ In 2011, Cetelem made the innovative move of offering personal loansto young people working on fixed-term contracts. Facilitating theirentry into working life and integrating their precarious situation, thisoffer makes credit accessible to contract workers who previouslyhad little or no access to it. It offers them solutions to start theirworking life and finance their projects, from buying a car, to carryingout building work, to furnishing a home. The term, interest rate andrepayment schedules for these loans are tailored to the customer’sbudget.In 2012, BNP Paribas Personal Finance provided EUR 44 million worthof loans to 7,003 customers working on fixed-term contracts.(1) Which include assets under management and assets advised to external clients.3882012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7■ BNP Paribas Cardif France has adopted a proactive approach toimprove access to insurance for people facing a serious health risk. Thisapproach incorporates several parameters, notably medical progress,improved medical monitoring and competitive positioning with the aimof refining the pricing applied to an identified pathology. In 2008, effortswere focused on asthma, in 2009 on paraplegia and in 2010/2011 onheart disease and tetraplegia. Pricings for the last two pathologieswere established at the end of December 2011, and were applied fromthe start of 2012. During 2012, BNP Paribas Cardif has been analysingfurther pathologies and should complete this work during 2013.In emerging countries, the Group has finalised solutions adapted to theneeds of local populations.In many countries (North Africa, Sub-Saharan Africa, etc), levels ofaccess to banking services remain very low, which is holding back localeconomies. Teams from the International Retail Banking (IRB) divisionhave therefore been developing simplified forms of access to bankingservices, at prices well below those charged for the usual entry-levelpackages.■ The Group’s BICIs (international banks of commerce and industry)launched the “Pack Trankil”, for persons on low incomes in Senegal,Côte d’Ivoire, Mali and Burkina Faso, in a joint advertising campaign.The pack offers customers a bank account, a withdrawal card, a textservice allowing for secure, remote monitoring of their account andadvisory services at the customer relations centre – all for EUR 1.5 amonth. In 2012, 36,057 accounts were opened.■ In a similar move in Morocco, the “Pack Mertah”, launched in 2011,offers a bank account, a withdrawal card, a savings account, a textalert system and an overdraft facility. 2,048 retail customers benefitedfrom this product in 2012.Finally, as part of its advisory services, the Group is mobilising itsexpertise to encourage some of its clients to carry out operations with apositive impact on society. In particular:■ BNP Paribas Wealth Management was named “no. 1 global privatebank in philanthropic services” by The Banker and Professional WealthManagement (Financial Times Group). The jury of eight sector expertsfrom the United States, Europe and Asia, assessed not just the successof the strategies implemented but also the bank’s ability to adapt itsoffering and the quality of its client relations. This award is recognitionof the quality of the philanthropic service offering developed by theGroup’s private bank over the years.7.3 Social responsibility: p ursuing a committedand fair human resources policyThe Group is committed to acting fairly towards its staff and maintaininga high-quality dialogue with them. Each year, BNP Paribas recruits andtrains up to several thousand new staff worldwide, notably in France. Ithas made a strong conscious decision to foster diversity in all its forms,including setting precise objectives for promoting women. BNP Paribas’employment policy includes prioritising internal job mobility andtraining. The Group is committed, within its four domestic marketswhere the size and range of its activities permit, to avoid compulsoryredundancies through responsible labour relations policies. As part ofits social responsibility efforts, BNP Paribas has adopted the followingcommitments:■ Commitment 4: Recruitment and training;■ Commitment 5: Diversity;■ Commitment 6: Solidarity-based employment management.THE GROUP’S CORE VALUES ANDMANAGEMENT PRINCIPLESBNP Paribas’ core values, adopted in 2000, express a desire to rallystrong employees support around the Group’s strategic mission. They areintended to bring together men and women from diverse backgrounds,giving them a strong sense of belonging to the Group. They are actionfocused,as regards both individual and collective behaviour.Responsiveness – Speed in the assessment of new situations anddevelopments, identifying opportunities and risks; efficiency indecision making and in action.Creativity – Encouraging initiatives and new ideas; rewardingtheir originators.Commitment – Commitment to the service of clients and collectiveaccomplishment; exemplary behaviour.Ambition – Aspiration for challenge and leadership; desire toobtain team success in a competition where the referee is theclient.72012 Registration document and annual financial report - BNP PARIBAS 389

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policyFour management principles are used to strengthen cohesion and thesense of belonging among staff. They do this by clarifying managementpractices within the Group, which has undergone major changes inthe last few years, due to external growth, internationalisation of itsworkforce and the impact of the financial and economic crisis.Client Focus – To inspire our people to focus in an innovative wayon the cli ent first, as the interest of the client is always at thecentre of our action.Risk-Aware Entrepreneurship – To undertake initiatives fordevelopment and efficiency while being accountable, actingin an interdependent and cooperative way with the otherentities to serve the global interest of the Group and its clients,being continuously vigilant of the risks related to our area ofresponsibility, and to empower our people to do the same.People Care – To care for our people, by showing them respect,promot ing equal opportunities, acknowledging performance anddeveloping their talents and skills.Lead by Example – To set an example through our own behaviourand ethics by respecting the regulations and the compliance rules,and behaving in a socially responsible way; applying ourselvesthese management principles, as we expect our teams to do so.LISTENING TO EMPLOYEES THROUGH THEGLOBAL PEOPLE SURVEY: 84% OF STAFFPROUD TO BELONG TO THE GROUPThis annual survey attracted a record rate of 71% participants out ofthe 173,835 employees surveyed (+7 points) with 68 questions asked in21 languages across 69 countries. The results showed that the proportionof staff who are proud to belong to the Group remains unchanged at84%, despite the crisis. Employee confidence in the Group’s managementrose by 2 points to 72%, and 64% believe that management decisions areconsistent with BNP Paribas’ values (+2 points).The survey also showed a significant improvement in employees’perception of local management, with 66% saying that local managementprovides regular feedback (+3 points), 77% that it helps to resolve staffproblems (+1 point) and 70% that it sets a good example (+2 points). Theoverall score for the Group’s management principles rose by 2 pointsto 69%. Two open questions – “What would you mainly change in yourcompany and how?” and “What do you like most about your company?”– generated 95,000 comments, showing a high level of staff engagementin this exercise.RECRUITMENT AND TRAINING7With 18,737 staff recruited, including more than1,900 in France, the commitment to hiring morethan 15,000 new staff in 2012 was comfortably met.WORKFORCE EVOLUTIONAt end-2012, the workforce managed by the Group totalled 188,551FTE (full-time equivalent - financial headcount of 173,808 FTE (1) ; thiswas lower than the 2011 level (198,423 FTE) as a result of two large➤ BREAKDOWN BY GEOGRAPHIC AREAtransactions, i.e. the transfer of Personal Finance Russia to Sberbank andthe disposal of Klépierre, which reduced headcount by 4,760. At end-2010,the workforce managed by the Group totalled 196,279 FTE.In 2012, the Group’s workforce featured 163 nationalities across78 countries, and the breakdown by geographic area was relativelystable compared with 2011. The proportion of employees working inthe four domestic markets (France, Belgium, Italy and Luxembourg) roseslightly to 53%.1 %Middle EastRest ofthe world2 %South America5 %Africa7 %Asia-Oceania31 %France8 %North America24 %Europe(excluding domestic markets)(1) FTE staff weighted according to the employer’s consolidation method.10 %Belgium10 %Italy2 %Luxembourg4 domesticmarkets3902012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7➤ WORKFORCE EVOLUTION IN THE LAST TEN YEARS2002 2007 2012France 52,586 62,844 58,544Italy 2,319 19,901 18,583Belgium 464 829 18,184Luxembourg 966 1,422 3,984Europe (excluding domestic markets) 14,761 41,558 45,954North America 9,925 15,046 14,913Asia-Pacific 3,639 9,409 14,128Africa 5,052 6,692 8,597Latin America 1,022 3,287 3,589Middle East 700 1,700 2,074TOTAL 87,685 162,687 188,5514 domesticmarkets99,296Europe145,249Restof the world43,302➤ TOTAL WORKFORCE BY BUSINESS LINE17%FRB14%Investment Solutions11%CIB4%Group functions& other activities71%Retail Banking9%BRB7%BNL bc1%LRB2%Leasing Solutions2%Arval9%Personal Finance22%IRB7RECRUITMENTDespite a difficult environment, BNP Paribascontinues to recruit and remains a popularemployer.With 18,737 staff recruited worldwide in 2012, BNP Paribas comfortablymet its commitment to hiring 15,000 new staff. With almost 60% of thenew recruits in Europe, including 10% in France, BNP Paribas bolsteredits European banking business. Nevertheless, the countries recruiting themost were, in decreasing order, the United States, Turkey, India, France,Russia, Ukraine and Belgium. External recruitment therefore remainshigh, even though internal mobility is the priority.Despite a deterioration in the banking sector image, BNP Paribas remainsthe most attractive bank for student applicants and has maintained itsposition in the various employer rankings within its domestic markets.The Group ranks:■■■6th in France (Universum university survey);7th in Belgium (TNS survey);7th in Italy (Cesop Communication among young graduates).2012 Registration document and annual financial report - BNP PARIBAS 391

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policyPartnership policy with schools and universities:prioritising on job training for young people in thefour domestic marketsThe Group invests heavily in young people. It is developing its relationshipswith universities and schools to improve awareness of all its availablecareers, and to foster the professional integration of young people.In France, the Group hired 1,574 people on work-study programmesin 2012 (+11.6%), taking the total to 2,339 at end-2012. These youngpeople following diploma and masters’ courses receive training in theirfuture occupation and gain the necessary experience to ensure that theyare fully prepared to work once they graduate. Thanks to this training,the Group has a pool of talented, young graduates with knowledge ofits businesses and culture, with potentials assessed over a long period.Work-study programmes not only help to promote social mobility andprofessional integration for participants, but also enable them to receivea salary during their studies. In 2012, the Group hired on permanentcontract 52% of the eligible applicants on work-study programmes.To reach young people through a comprehensive presence on digitalmedia, the Group launched in France its Facebook and Pinterest pagesin summer 2012. Its Twitter account is ranked as the 5th most influentialHR account by Althéa.BNP Paribas Fortis continued its dynamic and creative approach toattracting candidates by launching two new features on its Facebookpage: the “Social Scan” application, which takes a light-hearted look athow our Facebook friends perceive the Group, and a web series entitled“sh*t applicants say”, which parodies job interviews in an intentionallyexaggerated way. These two features are very popular, and their popularitystretched far beyond Belgium.The Group formed a global partnership with Bocconi University in Milan,the main aim of which is to recruit interns into the Group’s variousbusinesses several times per year. In Italy, the Group again held its “BNLrecruiting Day” and “OrientaMente” events, which enable BNL to receivethousands of CVs from students wanting to take part in recruitment andcoaching sessions. These initiatives illustrate the Group’s desire to workclosely with young people, and to use their language and technology,with the aim of arousing their interest, finding promising young talentand offering them jobs.Recruitment and dismissals (Group scope)➤ CHANGES IN HEADCOUNT: NEW HIRES BY TYPE OF CONTRACT*Men Women TotalNew hires on permanent contracts 7,988 9,579 17,567Fixed-term contracts converted into permanent contracts 504 666 1,170TOTAL 8,492 10,245 18,737% 45.3% 54.7%7o/w in Domestic markets 40.2% 59.7% 11,143o/w in France 44.5% 55.4% 1,927(*) Physical headcount .➤ CHANGES IN HEADCOUNT: REASONS FOR EMPLOYEE DEPARTURESMen Women TotalRetirement/early retirement 1,333 821 2,154Resignation 5,479 7,056 12,535Dismissal* 1,847 1,870 3,717Mutually agreed departures 157 138 295Assisted departure plans 366 268 634Other terminations of permanent contracts 1,794 2,797 4,591TOTAL 10,976 12,950 23,926(*) In France, the grounds for the 390 dismissals were professional failings, unsuitability and misconduct .3922012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7Working conditions➤ TYPE OF CONTRACT*Men Women Total %Number of permanent contracts 89,627 93,207 182,834 97%Number of fixed-term contracts 2,278 3,439 5,717 3%TOTAL 91,808 96,548 188,551 100%(*) Full-Time Equivalent .➤ PART-TIME*Men Women Total %Number of part-time employees 1,733 13,258 14,991 100%Part-time employees working 80% or more 1,100 8,921 10,021 66.8%% of part-time employees 2.4% 17.6% 10.2%% of part-time employees by gender 11.6% 88.4% 100%(*) Physical headcount taking into account 76% of Group headcount .AbsenteeismThe Group’s absenteeism rate (1) , based on 21 countries representing 69%of the Group workforce, was 2.6% in 2012, in addition to an absenteeismrate of 2.8% for maternity/paternity leave. In the domestic markets, therate was 3.5% in France plus 2.2% for maternity/paternity leave (3.5% and2.1% in 2011); 2.5% in Italy plus 1.6% for maternity/paternity leave (2.6%and 2.2% in 2011); 2.7% in Belgium plus 0.5% for maternity/paternity leave(3.6% and 0.8% in 2011) and 2.5% in Luxembourg plus 1.2% for maternity/paternity leave (4% and 2.8% in 2011).TRAINING POLICIES: A SHARED CULTUREThe corporate culture within a large group strengthens the sense ofbelonging and increases employee loyalty. Training is used to spreadthis corporate culture throughout the Group, and it has developed crossdisciplinetraining tools in its various geographical regions.Forging and strengthening the Group’s corporatecultureThe BNP Paribas Campus (2)The Group training centre, in the magnificent setting of Louveciennes nearParis, focuses on building skills and providing a forum for sharing ideasand nurturing the corporate culture. The centre caters to employees fromall businesses, countries and backgrounds. In 2012, almost 30,000 peopleattended the centre to take part in integration seminars, business-specificcourses, cross-discipline training programmes and major Group events.Group AcademiesTo strengthen the corporate culture and managerial performance,BNP Paribas has set up two academies: the Risk Academy and theManagement Academy.Risk Academy: after setting up a governance structure involving asteering committee made of business-line representatives, the RiskAcademy continued to grow in 2012 by disseminating fundamental riskmanagement practices. In addition, it introduced the Risk Essentialsprogramme, created new e-learning modules and organised conferences.These resources are intended to be used in the various business lines,and to be extended in line with identified requirements.Management Academy: this academy has a similar structure andapproach, and is aimed at Senior Managers, who are key players of theGroup’s managerial culture. The academy objectives are to:■ reinforce the sense of belonging to the Group;■ disseminate strategy and ways of responding to the environment;■ encourage managerial development in connection with the fourManagement Principles.The Management Academy is intended to be extended to the wholeGroup, and supports business lines in defining and implementinginitiatives specific to managers within their scope, including throughshared resources. The Academies are supported by an Intranet portal,conferences and training resources.7(1) Absenteeism includes illnesses, accidents, occupational illnesses and other authorised paid leave.(2) Information about the Campus is available in French, English, Italian and Dutch at http://www.campus-louveciennes.bnpparibas.com.2012 Registration document and annual financial report - BNP PARIBAS 393

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policySustained efforts in skills development andintegrationTraining for professional efficiencyEconomic conditions remain difficult for the banking industry, and theGroup continues to adjust through the dedicated efforts of all staff. Eachemployee must help the Group meet the five identified challenges (image,commercial, managerial, regulatory and value-creation). The Group relieson the commitment of each employee to promote skills development anda Training Charter has been developed to support this. The charter setsout the roles and responsibilities of the various participants, explains thetools available to staff and reiterates the objectives of training:■ valuing and retaining employees;■ conveying the corporate culture and strategic vision of the Group;■ enhancing employees’ performance levels;■ developing employees’ employability and mobility within the Group.Managerial training is particularly important and offered at Group leveland in various countries - including Belgium, Italy, Turkey and the USA -as part of courses involving several learning modules.The Group is committed to developing a balanced range of teachingmethods for all its training efforts, while favouring seminars, whichprovide the opportunity for experimentation and interaction. It providesstaff with various teaching resources, using a “blended learning” approachthat combines various types of distance learning with classroom teaching.The e-learning programme now features 1,825 new modules, taking thetotal to 2,718 (1,073 in 2011). They are available in five languages andto all employees. 62% of users have completed more than one module,and 9% have completed ten or more.➤ E-LEARNING (GROUP SCOPE)2011 2012Men: 50.5% Women: 49.5%Number of employees 37,185 66,241Number of modules completed 81,588 238,962➤ TRAINING: TOTAL NUMBER OF HOURS AND EMPLOYEES(GROUP SCOPE*)Total number of employees trained 136,918Total number of training hours 4,208,901(*) Physical headcount taking into account 77% of Group headcount .20127Retaining and motivating employees in the long-termThe Group pays special attention to integrating new employees.Integration methods enable new recruits to familiarise themselves withBNP Paribas and see how their occupation fits within the Group’s overallactivity. The Group’s integration efforts ensure to be consistent with theinitiatives adopted by the regions and business lines. They are supportedby a dedicated Intranet site in four languages.3942012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7DIVERSITYWITHIN THE GROUPAnother way to make BNP Paribas staff proud to belong to the Groupis by showing its commitment to promoting diversity. BNP Paribas’diversity policy is based on one key principle: valuing each individual andrespecting all differences through Group and local diversity initiatives.To achieve this objective, the Group must prevent risks and combatdiscrimination, while respecting each country’s laws and cultures. Aspart of the Group commitment, communicated to all staff in 2007,discrimination was defined as one of 30 major operational risks.➤ BREAKDOWN OF THE GROUP WORKFORCE BY AGE AND GENDER*65 et plus60 à 64Women: 96,07853%261 2382,008 2,566Men: 87,62147%55 à 5950 à 5445 à 4940 à 448,1739,3299,43010,8839,5839,7849,27810,95335 à 3915,27014,25630 à 3419,01915,82825 à 2915,98612,104- de 25* Physical headcount taking into account 95% of Group headcount.5,6723,049The average age of Group employees is 40.1 years and their length of service is 11.8 years.The Group’s age structure remains balanced overall. The younger age groups are predominant in most of the Group’s divisions, while Group’s retailbanking operations in Western Europe are predominantly comprised of older employees. This diversity requires specific policies to be defined locallydepending on the issues.7Diversity in executive bodiesBoard of DirectorsAt 31 December 2012, women made up 35.7% of the 14 membersof the Board of Directors elected by shareholders. The Board alsohas two Directors elected by employees, one of whom is a woman.Executive CommitteeIn 2012, one woman - Marie-Claire Capobianco - and three non-French people sat on the Executive Committee, and so non-Frenchpeople made up 16.7% of the committee.The Group’s 100 top executive managers (known as the “G100”group) now include people from eight nationalities, 11 womenand 23 non-French people. They work in 14 different countries.Women and international representation in Senior Management (1)At end-2012, the target of having women make up 20% of theGroup’s Senior Managers was reached.Given that gender diversity enhances corporate effectiveness,Baudouin Prot made a commitment in 2009 that at least 20%of the Group’s Senior Managers would be women by the end of2012, as opposed to 16% in 2009. The target was reached, andExecutive Management has just set a new target of 25% womenSenior Managers by end-2014.The composition of Senior Management reflects the Group’sincreasingly international dimension with 52 nationalitiesrepresented in 59 countries and 38% of Senior Managers beingnon-French.(1) The Group’s Senior Management consists of staff occupying the 2,200 positions regarded by Executive Committees in all business lines / operating entities / Group functions ashaving the greatest impact in strategic, commercial, functional and expertise terms.2012 Registration document and annual financial report - BNP PARIBAS 395

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policyAnti-discrimination policy and measures topromote gender equality: Group-level initiativesA diversity governance organisation has been set up, involving 26Diversity Officers in charge of deploying the diversity policy in each ofthe Group’s business areas and countries worldwide. A Group DiversityCommittee was set up in October 2012 and will meet twice a year. It willco-ordinate working parties dealing with cross-discipline matters suchas equal opportunities. A diversity brochure has been sent out to staff,setting out the Group’s diversity policy. The Diversit-e-News newsletteralso presents the best practices implemented within the Group and ispublished twice a year.The results of the Global People Survey show an ongoing improvementin employees’ perception of the Group’s diversity initiatives: 62% had apositive perception in 2012, an increase of 7 points over the past fouryears.CIB has adopted various diversity initiatives, including the creation of a“Global Diversity Leadership Council” (GDLC), which aims to ensure thatdiversity is properly taken into account in human resources strategy andwithin business lines. In addition, the Women’s Leadership Initiative (WLI)is a one-year programme intended to increase the number of women inexecutive positions. It has three aspects: raising women’s profile withmanagement, giving them more opportunities to progress, and developingtheir ambition as a way of driving their careers forward. 28 high-potentialwomen have been selected to take part in this new initiative. CIB has alsointroduced an equal opportunities training module entitled “Managingfor equal opportunities”. The aim is to raise managers’ awareness of theGroup’s anti-discrimination policy, risks arising from discrimination inthe workplace and stereotypes that can lead to discriminatory practiceswithin teams.BNP Paribas Real Estate has launched an international programmeentitled “Women in Leadership” - involving four conferences on genderdiversity aimed at exploring stereotypes, and a specific training coursefor 40 European women identified as having potential in BNP ParibasReal Estate.BNP Paribas Personal Finance is the first French company to obtainaccreditation for the first Gender Equality European Standard, awardedby Bureau Veritas in three countries (France, Italy and Spain).Staff can take part in a number of training sessions and awareness-raisinginitiatives dealing with diversity, which cover 12-17 countries dependingon the theme (combating discrimination and stereotypes, equaltreatment, gender equality), with some being reserved for managers.These initiatives are sometimes formalised in collective agreements,which cover 5-12 countries depending on the theme (equal treatment,combating discrimination, gender equality, age diversity).NetworkingThe BNP Paribas MixCity association has been a big success, with 700members in France, almost 1000 in Belgium (17% male) and around 200in Italy. New women’s networks have been set up in several countries(Luxembourg, Italy, Hong Kong and Singapore) alongside those thatalready existed in Bahrain, London and New York. In addition, there areincreasingly strong links between these networks. 11 countries now havewomen’s or equal opportunities networks, five have networks based onethnic origin, three based on age diversity and two based on sexualorientation.As regard the job retention of senior employees, we note that thedeparture age of older employees slightly increases in the four domesticmarkets.7➤ AVERAGE DEPARTURE AGE OF EMPLOYEES AGED 55 OR OVER IN THE FOUR DOMESTIC MARKETS2010 2011 2012France 60.02 60.04 60.50Belgium 59.35 58.41 59.72Italy 58.84 59.52 60.13Luxembourg 58.85 58.45 58.70TOTAL 59.7 59.4 60.2Measures taken to promote the employment andintegration of disabled peopleIn nine countries, covering 48% of Group staff, collective agreements infavour of disabled people were signed. The Group has more than 2,600disabled employees in 2012 across 17 countries, and it recruited morethan 100 disabled people in seven countries during the year. OutsideEurope, in countries where the Group has more than 500 employees, onlyJapan and Brazil report disabled employees among their staff.3962012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7➤ NUMBER OF DISABLED EMPLOYEES IN THE FOUR DOMESTIC MARKETS2010 2011 2012France (of which BNP Paribas SA) 1,057 (893) 1,144 (983) 1,248 (1,088)BNP Paribas Fortis in Belgium n/a* 59 68Italy (of which BNL) n/a 532 635 (513)Luxembourg (of which BGL BNP Paribas) n/a 35 36 (27)(*) n/a: not available .LOCAL INITIATIVESFranceThe aim of having women make up 46% of BNP Paribas SA’smanagers by the end of 2012 was almost attained. The proportionwas 45.8% versus 45% in 2011 and 44% in 2010, whereas thetarget for the profession as a whole was 40%. In France, womenmake up 45% of managers and 30% of executives.BNP Paribas has renewed its “Label Diversité” accreditation in France,for a four-year period starting in July 2012. A new subsidiary, BNP ParibasPersonal Investors, joined the Group in 2012. A “serious game” on thetheme of diversity was distributed among French Retail Banking’s2,300 branch managers, in order to promote “the BNP Paribas spiritof diversity”. As part of the Group’s parenthood policy, several Groupentities (Group HR, Investment Partners and CIB Structured Finance)organised “family at work days”. Almost 450 children accompanied theirparents to work, discovering their parents’ workplace and taking partin educational play activities. These events follow on from parenthoodinitiatives adopted by several Group entities in France and abroad andinvolving the children of employees.team organises training for HR staff and managers on an ongoing basis,and now also for buyers and teams in charge of real-estate projects, tosupport employees with disabilities. The team also makes various effortsto raise awareness among all employees.BNP Paribas is strengthening its policy to support the employmentof disabled people, both directly and indirectly via specialist companies.This is an important social responsibility issue. The number of disabledbeneficiary units (calculated on the basis of each employee’s situation)is 1,259.14 and the number of additional units resulting from workoutsourced to disability-oriented social enterprises and support-throughworkorganisations was 25.6, making a total of 1,284.74 units versus1,166 in 2011.In addition to renewing its “Label Diversité” a ccreditation and itsP rofessional G ender E quality Label accreditation for the second time,BNP Paribas Personal Finance focused on disabilities in 2012 aftersigning its first agreement in 2011: 14 disabled people were recruited,60 disabled employees were kept at work and 300 managers attendedawareness-raising sessions. A third Diversity Day was held to changeemployees’ perception of disabilities through workshops led by specialistsand, for the second consecutive year, the business won the “Trophée dela Diversité” in the Communication category for its disability informationand training campaign.7BNP Paribas SA has signed an agreement to promote the employmentof older adults. The agreement’s main aim is to offer two ways for olderpeople to work part-time with supplemented incomes, in order to managethe transition between work and retirement by reducing working hourstowards the end of their careers.BNP Paribas SA’s second four-year disability agreement covering theperiod from 2012 to 2015 yielded good results in 2012, with 46 disabledpeople recruited in pursuit of the four-year target of 200 (170 between2008 and 2011). Support was also provided to 228 employees withdisabilities in 2012 to enable them to stay at work (138 in 2011). This isa vital part of the Group’s policy; the number of support arrangementsrose by 53% in 2012 and has risen ten-fold since 2008. BNP Paribas SAnow employs 1,088 disabled people, and the number has been risingconstantly since 2007 (983 in 2011). Disabled people now make up3% of this company’s workforce (2.8% in 2011). The Disability InitiativeBelgiumBNP Paribas Fortis is the first and only bank in Belgium to have receivedLabel Diversité accreditation in the Brussels region. This accreditation isvalid for two years and recognises the efforts made by BNP Paribas Fortisin the last two years to combat all forms of discrimination.BNP Paribas Fortis carried out a diversity audit to show the impact of thepolicy it adopted in 2009: 100 branches have been upgraded to includedisabled access, 80 disadvantaged young people were given summerjobs (40 in 2011) and women appointed as branch managers reached48% in 2012, versus 51% in 2011. In 2012, diversity became one of thesix long-term objectives in BNP Paribas Fortis’ compensation model.BNP Paribas Fortis continued to roll out its mandatory anti-discriminatione-learning course, and 3,700 managers and HR staff have taken thecourse by end-2012, equal to 90% of the target audience. It also launcheda diversity e-learning course, taken by almost 14,000 staff (80% of thetarget audience).2012 Registration document and annual financial report - BNP PARIBAS 397

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7ItalyAs well as setting up its women’s network, BNL initiated its “Moms@worK” project, which supports women returning from maternity leave andprovides training to managers and members of an equal opportunitiescommittee. It also started a competency-based mobility project, whichaims to help disabled people gain promotion. BNP Paribas LeasingSolutions organised an interactive conference attended by more than100 employees, who discussed themes relating to balancing professionaland personal life.LuxembourgBGL BNP Paribas’ management and staff representatives signed anindustry charter in support of diversity and equal opportunities. A“Luxembourg 2012-2015 Diversity Plan”, defining three priority areas(gender, age and customer diversity) was validated by BGL BNP Paribas’Board of Directors. A Diversity Officer was appointed covering allentities, along with a Luxembourg diversity committee. In July 2012, BGLBNP Paribas obtained “positive action” authorisation from Luxembourg’sequal opportunities ministry for its 34-point plan in favour of genderequality, and the Territory Chief Executive and the CEOs of all entitiessigned a letter sent to all 4,000 employees in Luxembourg, to make themaware and inform them of the Luxembourg Diversity Plan.United KingdomAfter Baudouin Prot signed the Women’s Empowerment Principles (WEP)in March 2011, BNP Paribas became a partner of the WEP in the UK andorganised its first Diversity Week, aimed at strengthening BNP Paribas’commitment as a responsible bank and promoting staff awareness andsupport for diversity issues. The London diversity team was nominatedin the “Diversity Team of the Year” category in the European DiversityAwards. LGBT (1) networks in London and New York joined forces and nowbear the same name of Pride. They have seen rapid growth, and haveorganised numerous events. They now plan to expand in Asia.In the USABNP Paribas CIB was named “Best Place to Work for LGBT (1) Equality” byHuman Rights Campaign.In the Gulf regionCIB MEA launched an Office Training Incubator in October 2012. Thisprofessional training programme will help 15 disabled people to acquiretheoretical and practical skills that will help them advance their careers.The aim is to break down barriers and provide equal opportunities topeople with disabilities.PROMOTING AND COMPLYING WITH THEFUNDAMENTAL CONVENTIONS OF THEINTERNATIONAL LABOR ORGANISATION■ relating to freedom of association and the right to collective bargaining;■ the elimination of discrimination in respect of employment andoccupation;■ the elimination of forced or compulsory labour; and■ the abolition of child labour.Observance of the United Nations Global CompactWith a presence spanning 78 countries, BNP Paribas operates in a varietyof political and regulatory environments. This means that the Group musttake particular care to ensure compliance with the principles of the UnitedNations Global Compact, of which BNP Paribas is an “Advanced” member,as well as being a member of the Global Compact steering committeein France. BNP Paribas carries out annual reviews of countries that arehigh-risk in terms of human rights (2) . In 2012, BNP Paribas operated ineight high-risk countries, accounting for 4.8% of its total workforce, andin 24 countries that are cause for concern, accounting for 16.2% of itstotal workforce. Both of these figures are lower than they were in 2011(6% and 17% respectively). In the riskiest countries, where regulationstend to be less stringent, local human resources departments andmanagers apply Group rules to all employee management proceduresto guarantee compliance with the Global Compact. The CSR team withinthe Group’s Human Resources department initiated an audit to assessthe situation facing Group employees. An initial pilot was completed inBrazil in late 2012, and the project is to be developed in 2013.BNP Paribas is also a founder member of the Entreprises pour les Droitsde l’Homme (EDH) association alongside seven other large Frenchcorporations. The association aims to improve companies’ understandingin terms of respecting fundamental human rights, and to promote thisapproach among other companies. Human rights training is provided tomanagers and HR staff.Among 81% of the Group’s global workforce, five employees in threecountries were identified as being less than 18 years old, but more than16 years old.(1) Lesbian, Gay, Bisexual and Transsexual.(2) Source: Maplecroft, which identifies 30 high-risk countries and 65 countries that are cause for concern.3982012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7SOLIDARITY-BASED EMPLOYMENT MANAGEMENTExtensive training and internal mobility haveenabled the Group to avoid compulsory layoffsin domestic markets thanks to a responsible andnourished social dialogue.QUALITY EMPLOYEE-MANAGEMENT DIALOGUEEmployee relations, the organisation of employeemanagementdialogue, procedures for reporting,consulting and negotiating with staff, and collectiveagreementsAs part of new French regulatory requirements (established by the“Grenelle II” regulations), the Group has strengthened its systemfor collecting non financial data, particularly regarding employeemanagementdialogue, diversity, training and health and safety at work,in 25 countries where the Group has more than 500 employees, covering83% of the global workforce.There are staff representatives and/or union representatives in27 countries (including members of the European Works Council), coveringmore than 84% of the Group workforce. More than 600 “official” meetings(excluding France and the European Works Council) have been organisedbetween these representatives and management. This resulted in 148collective agreements in 11 countries (including France) in the followingareas (in decreasing order in terms of the number of agreements):compensation and employee benefits, employment, disabilities, healthand safety at work, diversity (equal treatment, combating discrimination,gender equality, age diversity) and in some cases harassment and remoteworking. Agreements on compensation and employee benefits weresigned in ten countries covering 57% of the workforce, and agreementson employment, aside from the European agreement, in nine countriescovering 55% of the workforce. Outside Europe, collective agreementswere signed in Morocco, Singapore and Brazil. Algeria, Australia, Indiaand Ukraine also have staff and/or union representatives.➤ NUMBER OF COLLECTIVE AGREEMENTS SIGNED IN THE FOUR DOMESTIC MARKETS2011 2012France (of which BNP Paribas SA) 73 (6) 69 (8)Belgium (of which BNP Paribas Fortis) 15 (14) 12 (10)Italy (of which BNL) 56 (25) 51 (30)Luxembourg (industry agreement) 1 1EMPLOYMENT MANAGEMENTFirst pan-European employment agreementIn Europe, employee-management dialogue in 2012 involved thepresentation and discussion - both locally in the countries concerned andcontinent-wide via the European Works Council - of various adaptationplans for the CIB, Investment Partners, Leasing Solutions and PersonalFinance businesses. Discussions were transparent and constructive, andthe arrangements adopted for the adaptation plans complied with bothlegislation in force and BNP Paribas’s commitment to socially responsiblerestructuring.This BNP Paribas commitment was strengthened by the signature inJuly 2012 of the first transnational employee-relations agreement in theGroup’s history, between Executive Management, the European WorksCouncil and European union federations UNI and FECEC. The agreementdefines the common rules and approaches applicable to Group entitiesin the 20 countries that make up the European Works Council:■ the approach and resources adopted to anticipate change, by preparingemployees for future developments and enabling them to envisagesolutions to their particular situations;■ support for employees as part of entities’ transformation programmeswhere they have an impact on employment.In particular, as regards providing information about changes, theagreement invites local management teams to go beyond statutoryand regulatory obligations and “give regular information to staffrepresentatives as part of local bodies or discussion forums or, ifnone exist, directly to staff.” The agreement adds that “in countrieswhere there is no specific legislation or statutory representation foremployees, the signatories express their interest in the formation of aforum for discussion and consultation between management and staffon employment-related issues”.In the event of a major organisational change with significantconsequences on employment, management is committed to avoidingcollective redundancies and to prioritising alternative measures, i.e. thenon-renewal of temporary contracts, staff transfers as provided for inthe agreement, early retirement and voluntary redundancies.This text is the first part of a European employee relations charter “whichis intended to expand over time to cover other themes”. Accordingly, inApril 2012, the Hungarian business decided to set up a works council.72012 Registration document and annual financial report - BNP PARIBAS 399

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7CSR presentation to the Central Works Council andEuropean Works CouncilBNP Paribas’ Central Works Council and European Works Council spent ahalf-day session considering and discussing CSR matters. The EuropeanWorks Council was joined by local managers and CSR ratings agencyVigeo, which presented its ratings methodology, particularly as regardsHR policies. After this meeting, the European Works Council decided toset up a working party to give greater definition to its CSR specifications.ACTIVE MOBILITY POLICYThe Group seeks to promote mobility between theGroup’s various business lines and entitiesTo promote internal mobility and provide an effective response to theneeds of business lines and the expectations of employees in terms ofcareer development, the Group adopted ten mobility principles in late2012. These principles were validated by the Executive Committee andapply to the whole Group. In particular, when filling vacancies, prioritywill be given to internal candidates before people are recruited externally.BNP Paribas stepped up efforts to develop tools, IT resources andpractices in support of mobility. In particular, this includes e-jobs,an internal, international mobility resource that was deployed in tennew countries and entities in 2012. As a result, 74% of Group staff in30 countries now have access to the job opportunities listed on thisresource. In 2012, 3,641 job opportunities were advertised worldwide,2,228 were filled (71% by internal candidates) and 13,124 applicationswere received. E-jobs attracted more than 776,700 employee connectionsin 2012, averaging 60,000 per month.A white paper summarising innovative and/or effective mobility practicesadopted by various countries and entities was published, to promote thesharing of best practice and inspire all Group entities in all countries tomeet their mobility challenges in a practical, effective and rapid manner.A Group behavioural skills catalogue listing 34 common behavioural skillswithin the Group was created, and was integrated within various HRmanagement tools, including e-jobs. In HR management, the use of acommon vocabulary regarding skills is facilitating mobility within theGroup.CAREER MANAGEMENTLeveraging talent through targeted policiesCareer management forms part of the policy defined by the Group’sHuman Resources Department and is based on a general principle ofdecentralisation. Each employee is followed by a local career manager,and particular attention is paid to two specific categories of employee,i.e. Senior Management and High Potential employees, who representthe Group’s future.The hard work that has been done since the integration ofBNP Paribas Fortis continued in 2012, including the November launch ofa new IT system supporting career management activities. The systemtakes an open, collaborative approach, and in years to come will supportthe development of more flexible and effective HR practices, promotinggenuine partnerships between managers, employees and HR.News from the Talent Development Program (TDP)The Talent Development Program, which covers more than 2,500 highpotentialstaff of around 70 nationalities, continued its geographicalexpansion in 2012. It is now operational in more than 60 countries. As wellas an annual talent identification process at the start of the year, a TalentReview Exercise has been adopted for previously identified employees.This exercise reviews all HR initiatives that have taken place under theTDP. The Group’s three training programmes in 2012 were attended by:■ 100 experienced high-potential staff under the Leadership forDevelopment programme, which aims to promote leadershipqualities and develop entrepreneurship while improving managerialeffectiveness and performance;■ 179 staff under the Go to Lead programme, which aims to foster cooperationin a multi-profession and multi-cultural environment;■ 67 junior high-potential staff under the Share to Lead programme,which aims to give staff a better understanding of teamwork issuesand identify their potential for improvement.The 2012 TDP Follow-up report highlighted the substantial increase ininitiatives at all levels (Group business lines, divisions and functions).These include mentoring, special training courses, events and meetingswith top management, specific assignments and the development oflocal succession plans. The greater number of these initiatives enabledthe Group to cover more than half of its high-potential staff.4002012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7A COMPETITIVE COMPENSATIONAND EMPLOYEE BENEFITS POLICY,REFLECTING A RESPONSIBLE APPROACHTO A LONG-TERM EMPLOYMENTRELATIONSHIPCompensationWork performed, skills, involvement in assigned tasks and responsibilityare compensated through a fixed salary which depends on employees’experience and market practices for each business. Variable compensationlevels are determined by individual and collective performance over theyear, based on the objectives set. Variable compensation takes differentforms in the various business lines.More generally, the Group’s compensation policy is founded uponprinciples of fairness and transparency, which are supported by a singleworldwide compensation review process and a rigorous delegationsystem. These form part of Group directives and a stronger governanceset-up, including the Compliance, Risk and Finance Committee,Executive Management and the involvement of the Board of Directors’Compensation Committee.The method used to determine individual variable compensation includesa quantitative and qualitative review of each employee’s performancerelative to the objectives set. This includes an assessment of eachemployee’s behaviour with respect to the Group’s values, ethics, teamspirit and procedures, and their contribution to controlling risks, includingoperational risk.In 2012, the Group’s personnel costs totalled more than EUR 15 billion,similar to the 2011 figure (see note 7 “Salaries and employee benefits”in chapter 4). In France, average gross annual compensation wasEUR 51,477 (fixed and variable), as opposed to EUR 51,075 in 2011.Compensation policy compliant with regulationsUnder CRD III (1) and French executive order 97-02, the Group’scompensation policy has been updated to ensure consistency betweenthe behaviour of employees whose professional activities are likely tohave a material impact on the Bank’s risk profile and the Group’s longtermobjectives, in particular with regard to risks.In accordance with this policy, a substantial portion of variablecompensation is deferred over three years, with payment subject toconditions at the end of each year, and failure to meet these conditionsmay lead to the partial or total loss of the given year’s amount. Variablecompensation is also partly indexed to BNP Paribas’ share price, in orderto align the interests of beneficiaries with those of shareholders.For employees concerned, more than 45% of variable compensation for2011 was deferred beyond 2012, and almost 50% was indexed to theBNP Paribas share price. Disclosures relating to members of the ExecutiveManagement team and individuals whose professional activities have amaterial impact on the Bank’s risk profile (information required to bemade public by article 43–1 of French regulation 97-02) will be availableon the BNP Paribas website (http://invest.bnpparibas.com/en), before theAnnual General Meeting on 15 May 2013.A range of benefits reflecting the Bank’sresponsible approach to its employeesProtection benefitsIn addition to benefits paid in accordance with legislation and companyagreements, and depending on local practices and customs in the variouscountries in which the Group operates, it may grant additional benefitsto its staff and their families, covering healthcare costs and providinga high level of protection. These benefits, which the Group’s employeesin France have enjoyed for many years, have been gradually extendedoutside France. More than three quarters of employees working forentities/subsidiaries outside France with over 150 employees havemedical cover, and over half are covered in the event of short-termdisability. The Group also offers flexible benefits, enabling employees toselect from a range of benefits on offer.Pension and savings plansIn many countries, employees are covered by defined-contributionpension plans. Through these plans, they build savings throughout theircareer and the resulting capital is used to supplement any pension paidby mandatory local systems when they retire (see note 7 to the financialstatements “Salaries and employee benefits”). Outside France, more than75% of Group entities with over 150 employees offer such plans.In France, the Group supports its employees’ savings efforts through anemployee savings plan and a retirement savings plan. In 2012, employercontributions to these savings plans totalled around EUR 51 million,including EUR 14 million for the retirement savings plan. Most employeesare also covered by funded pension plans that supplement pensions paidby national systems.Employee share ownershipAs in previous years, BNP Paribas carried out a capital increase reservedfor employees in 2012. Of the 169,000 employees eligible, more than46,000 across 68 countries bought the shares, i.e. 27% of those eligible.More than 5,000 key Group employees were awarded performance sharesunder plans lasting three to five years. The vesting of some or all of theseshares is subject to performance conditions. In early 2013, managementdecided not to allot stock options or bonus shares, and instead to setup a medium-term incentive plan including CSR criteria for the sameset of employees.At end-2012, the percentage of Group capital held directly or indirectlyby Group employees was 6% (6.2% in 2011).7(1) European Capital Requirements Directive.2012 Registration document and annual financial report - BNP PARIBAS 401

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7Employee profit-sharing plansIn some countries, plans intended to give staff an interest in collectiveperformance are in place.In France, in respect of 2012 performance, EUR 138 million and aroundEUR 145 million will be paid to 68,000 eligible Group staff under theprofit-sharing and incentive plans, compared with EUR 128 million andEUR 204 million to 69,000 staff for 2011.In Belgium, a “collective” portion of BNP Paribas Fortis’ variablecompensation depends on attaining sustainable development objectivessuch as customer satisfaction, diversity, wellbeing at work, awareness ofrisk and compliance issues, and reducing the negative impact of bankingactivities on the environment. Objectives were attained in 2012 andEUR 19.5 million was paid to more than 18,000 employees.In Italy, BNL paid around EUR 35 million in 2012 to 14,000 employeesunder the collective variable compensation plan.In Luxembourg, local legislation makes no provision for incentive plans.In 2012, however, BGL BNP Paribas paid its non-executive employeesincentive bonuses totalling more than EUR 2.8 million. As regardsenvironmental performance, BGL BNP Paribas won the Green Fleet Awardfor its efforts to reduce the carbon footprint of its company cars.PROTECTING EMPLOYEES’ HEALTHHealth and safety at work and the resultsof health and safety agreements with unionsand staff representativesEmployees are covered by protection plans offered by the Group in23 countries where the Group has more than 500 employees, representing76% of Group headcount. Eight countries have signed collectiveagreements regarding health and safety at work, covering 45% of Groupheadcount, while 22 countries make training and awareness-raisingefforts in this area. 16 countries have initiatives to combat work-relatedstress, covering 63% of Group headcount, and 11 countries covering 56%of Group headcount have adopted other initiatives, most of which areaccessible to all staff.Frequency and severity of accidents at work andoccupational illnessesIn the 23 countries that reported accident at work data in 2012,covering 76% of Group headcount, 1,860 accidents at work occurred in14 countries, including one fatal accident. This equates to an accidentfrequency rate (1) of 4.17 and an injury severity rate that is not material.In the domestic markets, there were 563 accidents at work in France,giving a frequency rate of 3.2 (583 and 3.2 in 2011); 381 accidents inBelgium giving a frequency rate of 7.9; 279 in Italy giving a frequencyrate of 5.6; and 84 in Luxembourg. No cases of significant occupationalillnesses were identified.FranceHarassment and violence at workAll employees were informed through EchoNet of the 2011 agreemententitled “Harcèlement et violence au travail - BNP Paribas s’engage”(“Harassment and violence at work - BNP Paribas’ commitment”).In addition, SOS International provides psychological support to victimsof aggression, and handled 26 new cases in 2012 (15 in 2011).Prevention of occupational risksThe “working conditions, health and support” team continued its workto update the single occupational risk assessment document, whichidentifies risks relating to the Group’s businesses. It also took part inworking parties seeking to make work less arduous under the supervisionof the French Banking Federation, and identified “arduous” activitieswithin the Group. It also took part in a programme to address workrelatedstress.Appropriate measures are taken to prevent occupational risks:information, training, ergonomics and warnings. In the Paris region, theGroup continues to provide care for employees who are the victims ofviolence, and this is an integral part of an agreement with the Parisemergency response service. This beneficial effect of this initiative canbe seen in the reduction in both the number and length of absences inthe wake of attacks, and in requests for job transfers after an attack.Public health issuesIn its efforts to promote the health of employees, the OccupationalHealth Department is continuing its illness prevention efforts. Theseinclude screening for cardiovascular risks, colorectal cancer screening byHémocult for all staff over 50, and cardiovascular illness prevention daysdealing with stress, musculoskeletal disorders, addiction etc. at varioussites including a “wellbeing at work week”. The department also holdsblood donor sessions, supports staff who are at risk or have become unfitfor work, holds annual medical check-ups for staff over 55, publishes aquarterly “Health and wellbeing” newsletter that provides advice onpreventing illness and information on diet and the environment, andprovides first-aid training, with 245 staff taking initial training coursesand 229 taking refresher courses in 2012.Prevention of work-related stressIn 2012, almost 12,000 staff at BNP Paribas SA and its subsidiaries tookpart in tests carried out by OMSAD (a medical observatory to monitorstress, anxiety and depression). A consultation service was set up in 2010,and dealt with 94 staff in 2012, providing 167 consultations (unchangedrelative to 2011). E-learning modules have been introduced to raisemanagers’ awareness of work-related stress. In French Retail Banking,an experimental CARE programme to support employees experiencingdifficulties has been introduced in the regions in collaboration withCapital Santé. After the announcement of a workforce adjustment plan, 35Investment Partners staff received support from Préventis psychologiststhrough 54 consultations. The consultation service provided training tothe medical team on the theme of “talking to an employee in difficulty”.With its 34 social workers, the social assistance department supportsthe wellbeing of all employees.(1) The frequency rate is the number of work related accidents per 1m hours and the severity rate (0.06) is the number of days lost per 1,000 hours worked.4022012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYSocial responsibility: pursuing a committed and fair human resources policy7BelgiumThe themes of health, safety and environmental risks are covered everymonth in Health, Safety and Environment Committee meetings. Seriousmatters are also discussed every half-year, and more often if necessary,with HR managers and Executive Management. Medical supervisionwas provided to 8,250 staff in 2012 (5,200 periodic examinations,1,000 preventative examinations, 760 examinations for new recruitsand 64 0 stand-alone consultations). Support was provided to 850 staffwith long-term illnesses (lasting more than a month). Awareness-raisingefforts were made regarding diabetes, obesity, stress at work, circulatoryrisks and cancer. In terms of work-related stress, preparatory work wasdone to train managers through e-learning and workshops, and the risk ofstress arising from major reorganisations was analysed. Many individualsreceived advice regarding ergonomics, and a brochure dealing with theprevention and effective management of absenteeism was published.The social workers dealt with 800 cases.ItalySecurities Services and the Milan branch offered staff a joint stressmanagement programme, in conjunction with an external consultant. 70%of staff completed a questionnaire, the results of which were comparedwith Italian and European benchmarks and presented to managers andemployees of the two entities. Stress-management techniques weresuggested to all staff and training was provided to managers to help themdeal with difficult situations. These successful initiatives will be repeated.LuxembourgWellbeing at work and the health of employees are priorityobjectives. Employees are offered a full medical check-up every five yearsfrom the age of 40, an annual flu vaccination programme is organised, andeye tests are offered every three years. Health conferences are organisedon themes such as burn-out and work-related stress. A dedicated HRteam, working with occupational health organisation ASTF, supports staffwith long-term illnesses and provides assistance with professional andpersonal difficulties.Medical monitoring is compulsory for certain categories of staff - suchas those who work in front of a screen for more than 20 hours a week,staff exposed to noise, staff who work at night and staff with certainphysical conditions – and is available on request. In 2012, 1,572 staffwere monitored, of whom 36 had requested monitoring. As well as themedical team, an external expert supports staff in the event of a hold-upor attempted robbery. This expert was called upon 10 times in support of42 people in 2012. Stress risk assessments are compulsory. BNL has setup a specific process involving two stages: an “objective” training stageinvolving around 600 managers and a “subjective” awareness-raisingstage involving around 4,400 staff, equal to 38% of BNL’s workforce. Staffreceived 6,500 hours of training on health and safety at work in 2012.72012 Registration document and annual financial report - BNP PARIBAS 403

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and culture7.4 “Civic ” responsibility: helping to combatsocial exclusion and promoting educationand cultureBNP Paribas plays a committed role in society: it adds its support to manyinitiatives to combat social exclusion and nurture education and culture.In its civic responsibility, the Group uses all the tools at its disposal, asa banker, employer and philanthropist, to foster the sustainable andharmonious development of society.These actions are in keeping with its three commitments:■ Commitment 7: Help combat exclusion and support socialentrepreneurship;■ Commitment 8: Corporate philanthropy policy focused on education,health, culture and solidarity;■ Commitment 9: Compliance with UN guiding principles concerninghuman rights.COMBATING EXCLUSION AND SUPPORTING SOCIAL ENTREPRENEURSHIP7BNP Paribas has for many years been committed to combating socialexclusion in general and financial exclusion, in particular, as this acts asa major brake on development. The Group works in close partnershipwith local players:■ in France, particularly in underprivileged urban areas via ProjetBanlieues;■ in the wider world, by participating actively in the development ofsocial entrepreneurship, efforts to reduce excessive debt and thefinancial education of the public at large.“PROJET BANLIEUES”: STRONGCOMMITMENT TO SUPPORT SENSITIVEURBAN AREAS IN FRANCEBeing closely involved with individuals and businesses in the largeconurbations, BNP Paribas has over the past 15 years channelled asignificant part of its job creation to districts where they are based: forexample, the Group has become the leading private-sector employer inSeine-Saint-Denis.At the same time, in its Projet Banlieues, BNP Paribas supportsassociations, educational institutions, solidarity investment funds andothers working to create economic and social levers in the suburbs,particularly the underprivileged urban zones. Launched in 2006 bythe BNP Paribas Foundation, in coordination with the French bankingnetwork, Projet Banlieues focuses on three areas of action: businessstart-ups and integration into the labour market; education; and localinitiatives. Continued in 2012, this project currently has an annual budgetof EUR 4.5 million.Business start-ups and integration into the labourmarketThe Projet Banlieues mechanism for fostering job creation involvesproviding support to four leading players:■ Adie (Association pour le droit à l’initiative économique), whose partnerBNP Paribas has been since 1993, helps those excluded from thebanking system and the unemployed to set up their own businesses.In 2012, the BNP Paribas Foundation provided EUR 1.1 million forAdie. The Group has become the association’s primary partner, havingcontributed more than EUR 6.5 million in subsidies since 2006, witha total of EUR 5 million of credit lines at end-2012. Since 2006,Adie has opened 13 new microcredit branches in France. Around5,500 microloans have thus been provided, allowing more than3,500 businesses to be set up at the locations involved, representingmore than 4,500 additional new jobs. Alongside this, BNP Paribas hastaken several other actions to support Adie, such as the programme“Engagés ensemble pour l’emploi” (jointly committed to jobs) set upwith the BNP Paribas branch network in France, or the volunteerassociation for BNP Paribas and Cetelem employees and pensioners.4042012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and culture7■ The Initiative France network finances and fosters the creation andturnaround of businesses in France, and whose innovative businessstart-up platforms are now supported by BNP Paribas and itsFoundation.■ PlaNet Finance France, and its “ Entreprendre en Banlieue” programme,finances the PlaNet ADAM associations (Associations de Détectionet d’Accompagnement des Microentrepreneurs). The BNP ParibasFoundation supports three of these associations, in Bobigny (93),Vaulx-en-Velin (69) and Saint-Quentin (02). Financités is a solidaritybasedventure capital company which makes social investments tosupport entrepreneurs in underserved urban districts; BNP Paribashas contributed EUR 1 million in equity financing.■ BNP Paribas also supports Business Angels des Cités, with acontribution of EUR 1 million. This socially responsible investment fundinvests in companies that create jobs in economically underprivilegedurban districts and/or whose manager is an entrepreneur who has longbeen based in one of these districts.2012 also saw the joint signature of the “Business & TerritoryCharter” by BNP Paribas Securities Services and the Town ofPantin, in Seine-Saint-Denis. This agreement gives a contractualfooting to the three-year commitments made by BNP ParibasSecurities Services to reinforce its involvement in the Commune ofPantin via a variety of initiatives for jobs, training, outsourcing, etc.Supporting educationBNP Paribas believes that education and the sharing of knowledge arefactors in greater equality of opportunity. The BNP Paribas Foundation,which has been supporting key players in education for around twentyyears, has constantly stepped up its commitment, notably with the 2010launch of Odyssée Jeunes, an innovative programme that helps to financeschool trips. The project has a budget of EUR 6 million over five years andis run in partnership with the Seine-Saint-Denis departmental authorities.In addition, the BNP Paribas Foundation wished, on the twentiethanniversary of Afev (Association de la Fondation étudiante pour la ville (1) ),to mark its longstanding commitment to this association, which it hassupported since 1994 (more than EUR 1 million contributed in 18 years).A reportage by photographer Peter Marlowe, of the Magnum agency,showing volunteer students paired with school children, led to a majortravelling exhibition, “Regard sur les 20 ans de l’Afev”, which visited31 towns in France.In the 2011-2012 academic year, close to 7,300 young peopleaged 5 to 18 years benefited from two hours a week one-to-oneeducational support in France, thanks to Afev.19,000 pupils from 125 educational establishments went onschool trips to 22 countries, with their travel costs cut by morethan 50%.BNP Paribas also stepped up its efforts on behalf of schools inunderprivileged urban areas, to which the apprenticeship tax is paid.Thus, more than EUR 4 million was paid to around 100 institutionsthroughout France in five years.Finally, BNP Paribas is a loyal and involved partner to six IEPs (Institutsd’Etudes Politiques – Lille, Aix, Lyon, Rennes, Strasbourg, Toulouse). Eachyear, it helps 1,200 pupils from deprived areas to prepare for the commonentrance exam for these grandes écoles and pays EUR 60,000 a year tothe IEPs via its retail banks in France.Supporting local initiativesBNP Paribas’ corporate philanthropy is centred on local contacts andexchange, as reflected in the “local initiatives” part of Projet Banlieues,which has supported more than 270 local associations since 2006, viathe Group’s Foundation, branch network and employees.All projects supported are driven by non-profit associations and aimto improve the circumstances of the underprivileged via education,professional training and cooperation. Actions supported fit into the dailylife of the area and address well identified issues specific to that areaand linked to the environment or the local population.(1) Since it was set up in 1992, Afev has been providing individual support to youngpeople from less advantaged districts. Throughout the school year, volunteerstudents spend two hours a week helping children and young people (aged 5 to 18)who are having difficulty with their education.7(1) Since it was set up in 1992, Afev has been providing individual support to young people from less advantaged districts. Throughout the school year, volunteer students spend twohours a week helping children and young people (aged 5 to 18) who are having difficulty with their education.2012 Registration document and annual financial report - BNP PARIBAS 405

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and cultureCOMBATING POVERTY AND EXCLUSIONMicrofinance and support for socialentrepreneurshipLongstanding support for social and solidarity-basedeconomyThe social and solidarity-based economy may be represented by threeconcentric circles of unequal size.The first circle represents microfinance and microcredit.The second represents the highly diverse world of social entrepreneurship.The third and largest stands for the associative and cooperative sectorsand the public sector agencies.BNP Paribas is very active in the social and solidarity-based economyin general. With specific monitoring and a particular offering, the Groupenjoys a leadership position in financing for associations, with a marketshare of 12% in France, 27% in Belgium, 50% in Luxembourg and 60%in Italy.BNP Paribas plans to step up its involvement in social entrepreneurshipand microfinance.In 2012, the Group’s support for these last two sectors amounted to morethan EUR 100 million, including:■ EUR 76.5 million to support microfinance in 19 countries, including14 emerging countries;■ EUR 26.1 million to support social entrepreneurship in France.➤ SUPPORT AMOUNTING TO MORE THANEUR 100 MILLION VIA VARIOUS LEVERSSocial and Solidarity - based Economy(SSE)in millions of euros / % of total19.1 (18%)Employee savingsSocial Entrepreneurship(SE)48.4 (47%)IMF financing14.1 (14%)Customer savingsMicrofinance3 (3%)Other(o/w ESAT, MC pers.)11.9 (12%)Equity6.1 (6%)Loans to SEs in France7“ Les Audacieux” exhibition: 36 micro-entrepreneur storiesBNP Paribas initiated and organised an exhibition entitled “ LesAudacieux” , highlighting 36 men and women who have beensupported by Adie, France’s pioneering microcredit association,and who were photographed by the Magnum Photos agency. TheGroup’s ambition is to promote entrepreneurs who lack access tobank credit and are realising their plans by means of microcredit,and to salute their boldness, courage and determination. Thisscenographic installation, designed for public spaces, will travelto several French cities, including Lille, Lyon, Nantes, Bordeaux,Marseille and Metz. The first stop on the tour was Paris, from25 October to 18 November 2012, during the Mois de la Photo(Photography Month).■■EventsDuring the 2012 Solidarity Finance Week, BNP Paribas EpargneRetraite Entreprise organised the first Solidarity Meeting to givethose working to foster social entrepreneurship an opportunity toget to know one another.For the third consecutive year, BGL BNP Paribas sponsored theEuropean Microfinance Week, an annual event organised bythe European Microfinance Platform, which was held from 14to 16 November 2012, and welcomed more than 450 peoplefrom 43 countries. The guest of honour was Muhammad Yunus,Chairman of the Yunus Centre and winner of the 2006 Nobel PeacePrize.4062012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and culture7Ambitious growth targetThe Group’s strategy in support of microfinance and socialentrepreneurship was reviewed in 2012.An ambitious growth target was set, with a minimum annual growth incommitments of 10% projected by 2015.A series of levers will be used to reach this target:■ Employee savings: since the laws on employee savings of 2001 and2008, French companies have been obliged to offer their employeesat least one social mutual fund in their employee savings schemes.This favourable legislative climate should help BNP Paribas increaseits support for these funds, of which at least 5% is invested in solidaritycompanies.■ A response to the specific needs of social enterprises in the Group’sdomestic markets (France, Italy, Belgium and Luxembourg), particularlyas regards financing.■ Investment in the equity of social enterprises or social entrepreneurshipfunds.■ The Bank’s customers’ investments in solidarity products representanother important source of support for social entrepreneurship.Clients of BNP Paribas’ Private Bank are offered the chance to investin the PhiTrust fund, which in turn invests in social companies.Via PhiTrust Partenaires, BNP Paribas has supported the socialenterprise Ecodair. This company, 80% of whose employees arementally disabled, recycles and repairs used computer equipmentin order to sell it on at low prices.PhiTrust Partenaires helped Ecodair to grow by offering itfinancial support (investment in equity and bonds) and adviceon organisational and governance matters.The results are very encouraging: around 150 handicappedworkers have been reintegrated and more than 12,000 computersa year are repaired and resold at low prices to disadvantagedsections of the population.■ Finally, BNP Paribas has undertaken to triple the volume of outsourcingagreements it concludes with companies in the “protected” and“adapted” sectors (“ESAT” and “EA” companies, specifically createdto employ disabled people) by 2015.Support for vulnerable customersBNP Paribas also works to combat exclusion from banking services,by supporting customers made vulnerable by handicap or financialcircumstance.Branch accessibility for the greatest numberCombating exclusion also means providing access to banking servicesfor all. The Group supports handicapped persons by a deliberate policyof branch accessibility.■ In Belgium, the Braille League designated BNP Paribas Fortis et Fintroas the first Belgian bank to have cash dispensers with vocal prompts toguide the unsighted and enable them to carry out banking transactions:850 such machines are now available throughout Belgium.■ Following the branch refurbishment of late 2012, the machinessituated in the self-service area of more than 75% of BNP Paribas’2,200 branches in France are accessible to persons of reduced mobility.A tailored offer for customers in financial difficultyThe whole Group is committed to developing responsible credit anddetermined to enable the greatest number to have access to credit, whilestriving to combat excessive debt. The Bank supports its customers at keymoments of their life, but also in difficult periods resulting from changedcircumstances, unexpected expenses, health problems or difficultiesmanaging a budget.Cetelem has set up a specific operational mechanism for detectingcustomers who are up to date with their loans, but might find themselvesin difficulties. It is a preventative approach. The customers concernedare identified, either by an innovative proactive analytical method thatselects potentially vulnerable customers each month and sends thema letter inviting them to contact us, or following a move initiated by ourcustomers (letter). A dedicated team, separate from the sales teams,offers an in-depth exploratory interview to discuss the financial healthof the household. If customers prove to be in a vulnerable situation, theaim is to make them aware of more structural difficulties (outgoingsexceeding available budget, monthly repayments too high after loss ofincome, etc) and to convince them to take action. Cetelem can offercustomers an internal solution (repayment holiday, loan restructuringto balance budget, etc) and, in more delicate situations, refer them toits partner, the CRESUS Association, with which it has jointly developeda specific support programme.For customers diagnosed as being in difficulty, all commercial solicitationis suspended and they are offered a budget management educationprogramme.In 2012, BNP Paribas’ French Retail Banking activity finalised its systemfor supporting customers facing, or likely to face, difficult circumstances.More than 400 experts at 8 commercial negotiation regional branches(ARNCs – Agences régionales de négociation commerciale) throughoutFrance are now wholly dedicated to the needs and expectations of thesecustomers. Together, they find sustainable and appropriate solutions thatare tailored to individual situations and prioritise customer interests.As early as one month after being taken on by an ARNC, two out ofthree customers are back in a “normal” situation. In addition, sinceJanuary 2011, BNP Paribas has decided to offer the GPA AlternativePayment Range (Gamme de Paiement Alternatif) free of charge in orderto support customers going through difficult times.72012 Registration document and annual financial report - BNP PARIBAS 407

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and cultureImproving financial education for consumersFinancial education has demonstrated its effectiveness in combatingexcessive debt and encouraging economic growth. In 2012, BNP Paribasemployees again committed themselves strongly to this cause by helpingto design educational content and tools, or by training the public.In 2012, more than 91,000 people had access to these programmes, notjust in the domestic markets, but also in Germany, Spain, the Netherlands,the United States, India and Singapore.In some countries, given the priorities, financial education is focusedon sections of the population considered to be susceptible, such as theyoung or vulnerable people:■ In the Netherlands, BNP Paribas Cardif has developed the LEF (Lifeand Finance) project for the young; this financial education platformwas followed by 2,500 people in 2012.■ In Luxembourg, 860 pupils from 27 schools took part in the Startin’Finance programme in the 2011-2012 academic year. This took theform of guided visits, presentations on business lines (marketing,money markets, human resources, etc), interactive workshops andparticipation in lessons.■ In France, the Cetelem Foundation for budget education continued withits mission to develop and promote budget education, in an extensionof BNP Paribas Personal Finance’s activities and its commitment toresponsible credit . To this end, the Cetelem Foundation has developedtraining tools for trainers at associations and institutions workingalongside it in budget education. It also offers them pedagogical andfinancial support in implementing programmes. In 2012, more than6,300 young people (school pupils, young people seeking to join theworld of work, apprentices) and adults in difficulty in France wereable to benefit from this training, thanks to the work of the CetelemFoundation and its partners.■ In Turkey, the retail bank launched the TEB Family Academy in October,with the aim of helping households to manage their budgets by offeringfinancial education courses at its branches. Participants can learn howto use a credit card, borrow wisely, manage their expenditure and saveeffectively. In 2012, 939 such events were held, with 18,000 peopleattending. For 2013, TEB is aiming to educate 100,000 people via thisinitiative.In other countries, where financial education has long been anchored inlocal practice, it is aimed at all sections of the public.■ In Italy, Findomestic rolled out its consumer finance and insuranceeducation programme, which it had launched in 2011 on the Per-Corsiwebsite. 402 people benefited from the programme in 2012.■ In addition, following an agreement between BNL and Feltrinelli, theItalian bookseller and publisher, evening training sessions are nowbeing held in bookshops. 35,000 consumers have attended the 2,000events organised for them since 2009. Businesses have not been leftout, with around forty conferences held throughout the year, with 30to 40 companies attending each one.■ In the United States, Bank of the West has set up a number of educationprogrammes for all ages. In 2012, 450 employee volunteers trained12,000 people via associations, notably working through:■■■Operation HOPE, which runs a financial education programme in SanFrancisco Bay, California, Portland, Oregon, and Denver, Colorado;The BOOF (Banking on Our Future) programme also gave employeevolunteers the chance to introduce 1,250 young people aged 9 to 18to basic financial mechanisms in 2012. A financial education book,“ The Three Cups” , aims to raise children’s awareness of the valueof money in the later elementary grades;In the elementary grades, a play called «Made about money»continues to tour, with the support of the bank. It was seen by nearly9,000 school children in 24 schools in 2012. This amusing andeducational show raises issues of budgeting, saving and borrowing.74082012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and culture7CORPORATE PHILANTHROPY POLICY FOCUSED ON EDUCATION, HEALTH,CULTURE AND SOLIDARITYBNP Paribas takes very practical steps to ensure that performancecan coexist with social responsibility – not just in the daily work of itsbusiness lines, but also via its corporate philanthropy actions, whichinvolve increasing numbers of employees and countries where the Groupoperates.CORPORATE PHILANTHROPY: ASTRUCTURED AND INCLUSIVE POLICYThe Group’s commitment to education, culture, solidarity, health and theenvironment is not new: it has been driven for around 30 years by theBNP Paribas Foundation. A longstanding player in corporate philanthropyin France, the Foundation’s mission is to:■ design and direct the Group’s corporate philanthropy policy;■ act as a monitor, advisor and regulator of the philanthropic actionsimplemented within the Group’s other Foundations, as well as itsdivisions, business lines and countries;■ ensure the consistency of internal and external information onphilanthropic actions undertaken within the Group.The BNP Paribas Foundation operates under the aegis of theFondation de France and is run by an Executive Committee chairedby Michel Pébereau. The committee’s composition – includingqualified persons as well as divisional, business-line and countryheads – means that it represents a global view of corporatephilanthropy within the Group. The qualified persons are Jean-Laurent Casanova (health), Pascal Dreyer (solidarity), DominiqueFerriot (heritage), Guy Darmet (performing arts) and PhilippeGillet (environment and climate change research).Networking reinforcedThe corporate philanthropy projects run within BNP Paribas are based onthe shared values of diversity, risk-taking and innovation, as well as thecapacity to support and promote projects over the long term.At the present time, 14 foundations and funds are active within the Group,alongside the BNP Paribas Foundation, whose actions are reinforced bynumerous initiatives developed internally by various BNP Paribas entitiesin France and aboard.In 2012, two new Funds joined the Corporate Philanthropy network:■ The BNP Paribas - Banque de Bretagne endowment fund which, viaits “Projet Solidarité”, aims to support charity projects in education,social integration and job market inclusion, for young people at riskof exclusion;■ The Rescue & Recover fund, which pools the actions of BNP Paribasand its employees in the event of humanitarian disasters or duringso-called “ forgotten” emergencies.Around the world2,044 corporate philanthropy project s with a budget ofEUR 38.15 million in 2012, including:■ EUR 14.36 million for solidarity (37.63%);■ EUR 10.29 million for education (26.98%);■ EUR 8.91 million for culture (23.37%);■ EUR 3.37 million for health (8.83%);■ EUR 1.22 million for the environment (3.19%).Solidarity: combating exclusionA large section of humanity is still today excluded from wellbeing bypoverty, discrimination, disease or lack of education. BNP Paribas hastaken a number of initiatives to reduce the many inequalities thatstill divide the world. BNP Paribas’ solidarity actions operate on fourlevels: developing the social and solidarity economy, encouraging localinitiatives, supporting efforts to combat vulnerability, and helping Groupemployees involved in voluntary work.72012 Registration document and annual financial report - BNP PARIBAS 409

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and culture7In 2012, the BNP Paribas Foundation decided to provide supportfor the Restos du Cœur charity in France, paying for one millionmeals for people below the poverty line and who cannot afford abalanced diet. This action is being extended by the installation ofan information system for the charity’s reception centres.Bank of the West, BNP Paribas’ subsidiary in the United States,has been recognised by the San Francisco Business Times as akey player in corporate philanthropy. The bank has distinguisheditself not just by its contributions to the Californian region, butalso by the roughly USD 6 million (EUR 4.7 million) it has given insponsorship to the 19 states where it operates. In July 2012, Bankof the West came no. 2 in American Banker’s ranking of US bankson reputation, mainly because of its civic commitment.Education: promoting equal opportunitySupporting young people through their education, preparing them foradult life, helping them to master economic and financial issues, givingthem opportunities to study at the best universities: BNP Paribas and itsemployees have decided to commit to various educational programmes,with the aim of supporting innovative initiatives in order to transmitknowledge to those who need it most.Autonomy, empowerment, self-confidence: qualities like these canbe acquired by practising an art form and can help young peopleto find their place in society, to develop and to succeed. Thanksto the Smart Start programme, launched in 2012, with projectssupported in eight European countries, more than 800 childrenin situations of social exclusion, and coming from underprivilegedbackgrounds or suffering from a handicap, have been able tobenefit from a course enabling them to discover and practisea performing art. The project partners are the National MusicSchool (Bulgaria), the Associazione MUS-E Roma Onlus (Italy),the Orquestra Geração (Portugal), the Fundación Voluntariospor Madrid (Spain), the Muscular Dystrophy Association Hellas(Greece), the Fundatia Parada (Romania), Helium Arts (Ireland),Westminster City Council and PhotoView (UK).Healthcare: funding research and providing supportfor patientsBNP Paribas’ commitment to healthcare and medical research benefitspeople around the globe, including both research scientists and patients.It is deployed through the Group’s foundations, but also via its subsidiariesand business lines in the many countries where it operates.Recognised throughout the world for its research and preventativework on infectious diseases, the Institut Pasteur has developed aninternational network and collaborates with laboratories in a largenumber of countries. This global network means that high-levelresearch can now be carried out on the main infectious diseases.Important work is being done notably on a combined vaccineagainst measles and HIV (France), on hepatitis C (Japan, Spain),malaria (Brazil), resistance to antibiotics (Portugal) and denguefever (Hong Kong). For the last five years, BNP Paribas Corporate &Investment Banking (CIB) has been supporting these programmesin partnership with the Institut Pasteur and its network, currentlyin 15 counties. Donations made to date amount to more thanEUR 2 million.With BNP Paribas’ operations in five countries of sub-SaharanAfrica, the BNP Paribas Foundation set up an anti-malaria planin 2012, focused on Burkina Faso, Côte d’Ivoire, Guinea, Mali andSenegal, involving the distribution of impregnated mosquitonets, together with support and information for the populationsconcerned. This two-year commitment (2012 and 2013) involvesEUR 200,000 of financing and the distribution of more than25,000 impregnated nets. The leading cause of mortality in mostAfrican countries, malaria is responsible for more than one milliondeaths a year, of which more than 80% in sub-Saharan Africa;it particularly affects children of up to five years and pregnantwomen.Culture: preserving cultural heritage andsponsoring creativity and the performing artsThe need for support in preservation, creation and dissemination isinfinite in the cultural arena, given its importance for our society in termsof human, social and economic development. This is why BNP Paribashas decided to support the creation and preservation of heritage andis involved in numerous initiatives in the countries where it operates.4102012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and culture7Supporting danceTrue to its commitment to contemporary dance and the newcircus arts, BNP Paribas and its Foundation have, since 2012, beensupporting choreographer Sidi Larbi Cherkaoui and circus artistsYoann Bourgeois and Phia Ménard in their creative projects. 2012was also the start date for a completely new partnership with theMontpellier Dance Festival in France, now one of Europe’s keychoreography events; this commitment takes the form of supportfor artist residences. In addition, the Foundation is renewing itssupport for the Kadmos network which, coordinated by the AvignonFestival in France, facilitates the circulation of works and artists inthe Mediterranean.Committing to musiciansThe attention that BNP Paribas has given to jazz for more than 15years is spreading beyond our borders: the BNP Paribas Foundationhas committed for the second year running to the North Sea JazzFestival in Rotterdam, the Netherlands, by supporting the educationalside of this event, and the Paul Ackett Award, which is given to ayoung talent in contemporary jazz. The second largest event of itskind in the world, the North Sea Jazz Festival also benefits from thesupport of BNP Paribas in the Netherlands.BNP Paribas supporting art and designBNL has partnered Palaexpo, the entity responsible for organisingmajor exhibitions for the city of Rome. Three major exhibitions arebeing held during cultural events in Rome from September 2012 toMarch 2013. BNL is linking up with Palaexpo as the main sponsor,offering its support to the exhibitions “Vermeer, the golden centuryof Dutch painting”, “Robert Doisneau, Paris liberated”, and “The silkroad, ancient pathways between East and West”.In 2012, HEAD-Geneva (the Geneva University of Art and Design)and BNP Paribas Foundation Switzerland joined forces to set upthe NEW HEADS-BNP Paribas Foundation Art Awards intendedto support young artists graduating from HEAD-Geneva, who areamong the most promising of their generation. For the first edition,HEAD-Geneva and the BNP Paribas Foundation Switzerland askedGiovanni Carmine, Commissioner of Exhibitions and current Directorof the Kunsthalle St.Gallen, to select a dozen artists from HEAD-Geneva Visual Arts MA students and to design an exhibition, heldin September 2012 at LiveInYourHead, HEAD-Geneva’s CuratorialInstitute.As part of its “BNP Paribas pour l’Art” programme launched in 1994,the BNP Paribas Foundation is stepping up its involvement withmajor international museums. Thanks to its support, the NationalGallery of Victoria in Melbourne, the Art Gallery of Ontario in Torontoand the Museu Nacional d’Art de Catalunya in Barcelona were ableto present restorations of three masterpieces in 2012: The crossingof the Red Sea by Nicolas Poussin, Jar of Apricots by Jean-BaptisteChardin and The conversio n of Saint Paul by Juan Bautista Maíno.Finally, the BNP Paribas Foundation also supports several climateresearch programmes, described in the section “Our environmentalresponsibility”.EMPLOYEE ENGAGEMENT IN CORPORATEPHILANTHROPY WORKAccording to three surveys (1) conducted in 2011 and 2012, 88% of companyemployees endorse the voluntary activities initiated by their employer,80% are prepared to get involved and 30% declare themselves to bevolunteers.BNP Paribas staff lead the way among employees wanting commitmentfrom their company, and help with participating in charity workthemselves. The BNP Paribas Foundation facilitates their personalinitiatives and the Group offers them numerous opportunities to getinvolved.The BNP Paribas Foundation encourages the commitment of Groupemployees who donate their time and energy to solidarity associationsthrough the “Coup de pouce” programme, which is run in several of thecountries where the Group operates. Belgium, Spain, Italy, Luxembourg,Switzerland, Morocco and Portugal have all launched their ownphilanthropy programmes. In 2012, 235 projects were supportedthroughout the world, involving a total of EUR 737,953. In France, theFoundation appeals for candidates each year and lends its support tonew projects, around 50 on average. This programme, which celebratesits tenth anniversary in 2013, has distributed more than EUR 1 millionto around 500 charity projects in France since it was set up.Skills-based volunteeringTwo associations offer ways for Group staff and pensioners to donatetheir skills:■ MicroFinance Sans Frontières (MFSF), which provides technicalassistance to several microfinance institutions around the world;■ Bénévolat de Compétences et Solidarité (BCS), which, througha network of 650 volunteers in France, supports actions of aneducational, social and economic nature.In 2012, a total of 36,800 hours of voluntary work were coordinated byMFSF and BCS.7(1) Benchmark Fondations IMS – December 2011; Survey DDB& Opinion Way – March 2011; Survey IMS & Le bénévolat & Vous – May 2012.2012 Registration document and annual financial report - BNP PARIBAS 411

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and culture7In addition, initiatives are proliferating in the Group’s subsidiaries,business lines and countries, encouraged by communication campaignsor by the creation of tools for matching assignment supply with employeedemand. Several countries (e.g. the UK and Luxembourg) also went astep further in 2012, by setting up partial remuneration systems for thetime spent on such activities, so that their employees can also take partduring working hours.■ Several platforms were set up in 2012 to facilitate the establishmentof relations between volunteer candidates and charities in the UK andLuxembourg under the name “Click’ONG”. These sites can be used toidentify skills, to locate volunteer candidates in the short term and tocentralise the assignments or needs of the charities or NGOs.■ In the UK, BNP Paribas Securities Services has partnered numerouscharities working for the environment, the homeless, underprivilegedchildren and social housing. 143 volunteers have participated,providing the equivalent of six months’ work.■ In Luxembourg, 56 volunteers have become involved with charitiesand NGOs as part of the Bank’s programme of lending out its skills.■ In Portugal, BNP Paribas Securities Services has launched the“Together CSR” programme which includes awareness-raisingactivities and the formation of an internal pool of volunteers readyto help charities in the areas of health, wellbeing, the environmentand education.■ In the US, 1,500 Bank of the West employees devoted 33,000 hoursto charity work. They gave lessons in financial awareness, built orrepaired houses, helped under-qualified unemployed workers to reenterthe job market, supported micro-entrepreneurs and collectedfunds for health-focused programmes.Employee engagement in humanitarianemergencies2012 was also characterised by the joint commitment of Group employeesto humanitarian aid, including:■ urgent mobilisation in the wake of Hurricane Sandy, which sweptthrough New York City in the autumn of 2012;■ for the longer term, the creation of an innovative Rescue and RecoverFund.One million dollars for SandyThe destruction wrought by Hurricane Sandy on the eastern seaboardof the United States in the autumn of 2012 triggered a solidarityresponse within the Group. A donation programme was quickly set up,with USD 1 million made available, part of which was used to matchemployee donations.“ Rescue & Recover endowment fund”For several years, BNP Paribas employees have been mobilising to helpvictims of humanitarian disasters, from the tsunami in Japan to theearthquakes in Haiti and Italy.BNP Paribas therefore decided at the end of 2012 to launch the stateapproved“Rescue & Recover” endowment fund to pool the generosityof employees wishing to express their solidarity with victims ofhumanitarian emergencies, whether this involves providing a rapidresponse to a catastrophe or giving long-term support to NGOs dealingwith “forgotten” crises.Unique mechanismPermanently open to all BNP Paribas employees around the world, thestate-approved fund, which is chaired by Baudouin Prot, Chairman ofBNP Paribas’ Board of Directors, is a pioneering solidarity tool.Each employee donation is matched by BNP Paribas and paid to the threeNGOs partnered by the fund: CARE, the French Red Cross and DoctorsWithout Borders (Médecins Sans Frontières).Two experienced figures in the emergency relief worldLaunched in late 2012, the fund includes on its board two qualified peoplewho contribute their expertise on subjects relating to emergency aid andshed light on the relevance of the projects to be financed.■ A graduate of ENA, Harvard and HEC, Sylvie Lemmet is a specialistin setting up sustainable development projects and a member ofthe Court of Auditors. She was formerly Finance Director at DoctorsWithout Borders (Médecins Sans Frontières).■ A Professor in Emergency and Humanitarian Medicine, Marc Sabbeis also a physicist at University Hospitals Leuven. In the 1990s, hefounded the European Society for Emergency Medicine and remainsits honorary secretary.Promising launch without media exposureIn a few weeks, the fund has been able to collect donations fromemployees in 17 of the countries where BNP Paribas operates. Theaverage donation, at more than EUR 90, reflects employees’ commitmentto the projects proposed in the area of maternal and paediatric health:■ prevention and treatment of the main childhood diseases in Mali byDoctors Without Borders (Médecins Sans Frontières);■ action by CARE to tackle malnutrition in Niger;■ work by the Red Cross to facilitate access to healthcare in the CentralAfrican Republic.4122012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITY“Civic” responsibility: helping to combat social exclusion and promoting education and culture7RESPECTING THE UN GUIDING PRINCIPLES ON HUMAN RIGHTSIn 2012, Jean-Laurent Bonnafé, Director and CEO, and François Villeroyde Galhau, COO in charge of BNP Paribas’ Social and EnvironmentalResponsibility, signed the Statement of BNP Paribas on Human Rights, inwhich the Group commits to ensuring human rights are respected withinits sphere of influence: employees, suppliers, customers and communities.EMPLOYEESBNP Paribas promotes and respects the dignity and rights of its employeesby applying a committed and responsible human resources policy. Itsemployees must also exercise and respect human rights standards intheir professional activities. To ensure these standards are respected,BNP Paribas has drawn up a Code of Conduct that applies to all itsemployees.In line with these steps, the Group’s Human Resources Department hasalso launched an audit of employee situations around the world. The aimis to identify the strengths and weaknesses of the entities in the regionswhere the Group operates. Brazil, which was selected as a pilot country,will act as a laboratory for the creation of a self assessment tool focusingon freedom of association and collective negotiation, non-discriminationand health & safety at work. Once validated, this tool will be rolled outwithin the Group.SUPPLIERS AND SUBCONTRACTORSRespecting human rights standards is part of the commitments expectedof suppliers and subcontractors under the Group’s Charter of Social andEnvironmental Responsibility with its suppliers.In 2012, 700 quantified analyses of suppliers’ CSR performance werecarried out, including a section on their adherence to human rights.CUSTOMERSBNP Paribas expects its customers and clients to manage their ownprofessional activities in accordance with human rights standards.In more sensitive sectors, BNP Paribas develops specifi c social andenvironmental policies that include human rights criteria. In addition,as a signatory to the “Equator Principles”, BNP Paribas adheres to a setof standards – including various human rights aspects – when evaluatingand managing social and environmental risks in project finance.BNP Paribas is therefore highly vigilant when it comes to managingits indirect risks. For example, it recently decided to suspend any typeof financing of cotton from a Central Asia country, on the grounds thatthe country in question used forced child labour during the harvestseason. The Group made this decision after a process of dialogue andthorough investigation. BNP Paribas is currently waiting for informationdemonstrating a clear improvement in the situation and remains incontact with the various parties monitoring it, so that if appropriate itmay subsequently reconsider its decision.COMMUNITIESBNP Paribas promotes the highest standards of professional conduct,including in terms of actions aimed at preventing corruption and moneylaundering (cf Economic responsibility - Business ethics). BNP Paribasbelieves that sustainable economic development encourages wider accessto fundamental rights. By emphasising the improvement of financialinclusion in the communities in which it operates, BNP Paribas clearlydemonstrates its determination to contribute to such development.The extra-financial rating agency Vigeo ranked the Group as one of the30 most advanced companies in the area of human rights, in a surveyconducted in 2012 on the human rights behaviour of around 1,500 listedcompanies in North America, Asia and Europe between 2009 and 2012.72012 Registration document and annual financial report - BNP PARIBAS 413

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEnvironmental responsibility: combating climate change7.5 Environmental responsibility: combatingclimate changeIn its environmental policy, formalised in its 2011 “Commitment to theenvironment”, BNP Paribas decided that climate change should be thepriority focus of its efforts. Climate change represents a real challengebecause it may alter the environment radically in the relatively nearfuture, with potential lasting impacts on the social and economicstructure of the world’s communities.All around the globe, the Group thus strives to limit any environmentalimpacts that might flow from its banking activities and from the directconsequences of its own operations. In synergy with this approach,the BNP Paribas Foundation supports scientific research about climatechange.BNP Paribas is therefore taking concrete action to respect its threecommitments:■ commitment 10: define financing policy commitments in sensitivesectors;■ commitment 11: reduce environmental footprint linked to our ownoperations;■ commitment 12: support research aimed at combating climate change.FINANCING POLICY COMMITMENTS IN SENSITIVE SECTORSSupporting corporations as well as individuals, the Group seeks to financeresponsible projects that favour the protection of the environment.BNP Paribas thus manages its financing and investments in sensitivesectors using selection criteria, carefully chosen with the help ofindependent experts. The Group is also developing a range of productsand services to help its customers – both corporate and retail – in theirefforts to produce green energy or to optimise their consumption ofnatural resources.amounting to over USD 10 million undergoes detailed analysis basednotably on the World Bank’s environmental and social standards anddirectives.In 2012, BNP Paribas joined the Equator Principles steeringcommittee for a three-year period, alongside 13 other financialinstitutions.7THE GROUP’S ACTIONS TO SUPPORTBUSINESSESUpholding the Equator Principles on projectfinancingThe Equator Principles are an initiative backed by 79 financial institutionsaround the world. Under this reference framework, financing for projectsIn 2012, BNP Paribas reviewed 13 transactions in accordance with theEquator Principles, compared with 30 in 2011. This reduction was a directconsequence of a slowdown in specific project financing activities in thewake of regulatory tightening.2011 2012Number of transactions reviewed during the year 30 13Number of A-grade transactions during the year 5 2Number of B-grade transactions during the year 20 10Number of C-grade transactions during the year 5 1Category A: projects with potentially significant environmental or socialimpacts; mitigating and remedial measures need to be implemented;Category B: projects with limited or moderate environmental or socialimpacts;Category C: projects with minimal or zero environmental or socialimpacts.4142012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEnvironmental responsibility: combating climate change7Financing and investment policies in sectors withmajor environmental impactsFour historic sector policies implementedSince 2010, the BNP Paribas Group has published policies for foursectors particularly sensitive on environmental issues: palm oil, paperpulp, nuclear power and coal-fired electricity generation. The policies setmandatory requirements and evaluation criteria for the Group’s financingand investment in these sectors. The introduction of these criteria helpsto pinpoint all the risks related to certain transactions, ensuring thatonly responsible projects are selected. These policies apply to all Groupbusinesses, entities and subsidiaries around the world. They are publishedand are available on BNP Paribas’ website.Two new sector policies in 2012BNP Paribas decided to set out its responsible commitments with regardto two new sectors: non-conventional oil production from oil sands, andmining.Training in the implementation of sector policiesThe sector policies concern all the Group’s employees. Since theirpublications in 2010 and 2011, they have been the subject of severaltraining campaigns for concerned employees in various countries (riskmanagement, compliance, CSR managers, client relationship managers):more than 1,500 employees were trained in 2012 to identify and processsensitive transactions in these sectors. To meet this growing demandfor training in all regions of the world, the Group developed an experte-learning training course on sector policies, which is available toall employees. Containing a wealth of information, it helps users tounderstand the issues in sensitive sectors, to identify BNP Paribas’response and to know where to obtain information within the Group.Available in seven languages (French, English, Italian, Dutch, Turkish,Polish and Ukrainian), the modules are also accessible to visuallyimpaired people or people with reduced mobility.Impact of sector policiesCoal-fired powerIn order to obtain financing from the BNP Paribas Group, electric powerplants must meet minimum energy efficiency criteria.New power plants that are exclusively coal-fired must employsupercritical technology with a net energy efficiency of at least 43% forprojects in high-income countries and at least 38% in other countries.For other projects, the Group will finance only those that have aCO 2intensity of below 550 CO 2/kWh for high-income countries and660 CO 2/kWh for other countries.For old coal-fired power plants, the Group will finance upgrading projectsonly if the power plant conforms with the IFC Environmental, Healthand Safety Guidelines Directives for thermal power plants and if theresulting net energy efficiency is 1) at least equal to that required for anew coal-fired power plant and 2) increased by at least 10% comparedwith the initial level.Since its coal policy came into force in September 2011, the Grouphas refused to participate in the financing of around ten power plants,representing annual CO 2emissions of more than 80 million tonnes,mainly because of the application of the policy’s energy efficiency criteria.Nuclear powerThe nuclear sector policy mainly addresses questions of security, safetyand protection of people and the environment. It consists of mandatorycriteria relating to the host country, the track-record of industrialcompanies working on the project and the technological characteristicsof the power station itself.To confirm that a nuclear power station project conforms to its policy,BNP Paribas can rely on on-site audits by independent experts who arein charge of obtaining as detailed and reliable as possible information onthe project. The Group asks the client to publish the main conclusions ofsuch expert reports. By comparing their conclusions with the criteria inits policy, the Group can then decide whether to participate in the project.The decision-making process is justified and completely transparent.Under this policy, BNP Paribas has not provided financing for any nuclearpower plant since 2006.The nuclear policy is being reviewed on the basis of stress tests conductedin various countries, drawing on the lessons of the Fukushima accident.Palm oil and paper pulpThese two policies contain precise environmental criteria. Projectfinancing in these sectors is, for example, dependent on the followingrequirements:■ not convert UNESCO World heritage sites or sites in the Ramsar List ofWetlands of International Importance into plantations;■ not transform high conservation value forests (HCVFs) into plantations;■ establish a no-burn policy;■ establish precise and strict peatland management procedures to bedrawn up before exploiting any new plantation.For the palm oil sector, BNP Paribas, a member of the Roundtable onSustainable Palm Oil (RSPO) since 2011, encourages industrial companiesto join this initiative (or equivalent). Under the sector policy, producersmust undertake to achieve RSPO certification before 2015, whileprocessors, traders and refiners must set up policies that require theirsuppliers either 1) to be RSPO-certified by 2015 or 2) to establish thetraceability of their oil supply sources.The Group regularly enters into dialogue with its clients to encouragethem to commit to improving their environmental performance. Thisconstructive approach, based on a precise study of their practices andaction plans, is producing promising results. BNP Paribas has successfullyconcluded several deals in Asia with new clients active in palm oilproduction, while guaranteeing the sustainability of these new clients’activities.72012 Registration document and annual financial report - BNP PARIBAS 415

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEnvironmental responsibility: combating climate change7Since March 2011, BNP Paribas has visited and maintained a dialoguewith eight companies in Southeast Asia, who represent around 18% ofthe world’s palm oil production and more than 15% of its plantations.The Group’s financing and investment policy for the paper pulp sectoris based on the FSC (Forest Stewardship Council) and PEFC (Programfor Endorsement of Forest Certification Schemes) standards that certifythe sustainable management of forests whose timber is used to producepaper. BNP Paribas encourages producers and traders to adopt thesestandards.In application of its paper pulp policy, in September 2011 the Groupplaced on its watch list a major paper pulp producer that was failing toadhere to the criteria of the sector policy. This company was ultimatelyremoved from the Group’s financing and investment universe in 2012,because it did not take convincing steps to fall in line with BNP Paribas’sector policy.A list of excluded goods and activitiesAs a complement to its sector policies, BNP Paribas has decided not tobecome involved in financing, investments or deals carrying the highestrisks of impacting on the health and safety of populations, protectedspecies or the environment at large. This includes the production, tradeor use of drift nets over 2.5 km long, the production of asbestos fibres,the production of or trade in products containing PCBs (polychlorinatedbiphenyls) and the trading of any animal or plant species or productsregulated by the CITES (Convention on International Trade in EndangeredSpecies of Wild Fauna or Flora) not authorised by a CITES permit.Financing renewable energies and greeninfrastructuresWith total credit authorisations of around EUR 7 billion at 30 June 2012,of which 2 billion for project financing, BNP Paribas provides significantsupport to the renewable energy sector.The Group provided financing or advice for more than 71 projects aroundthe world, with a total installed capacity of more than 9,476MW atend-2012, equivalent to the annual consumption of 10 million Frenchhouseholds.In 2012, in order to improve its methodology for measuring its financingin the renewable energy sector and thus assess more precisely itscontribution to energy transition, the Group launched a reportingprogramme on its exposure to this sector.Apart from the size of the Group’s involvement, the two other main pointsto emerge from this assessment are the large share of clients establishedin the Group’s domestic markets (France, Italy, Belgium and Luxembourg)and in southern Europe, and the predominance of the wind, hydraulicand solar sectors.In order to accelerate opportunities for growth while boostingflexibility and independence, the BNP Paribas Clean EnergyPartners fund was spun off from the BNP Paribas managementcompany and combined with Glennmont Partners.Glennmont Partners is one of Europe’s largest renewable energyinvestment funds, with assets under management of aroundEUR 440 million. Since it was established in 2008, it has investedmore than EUR 1 billion in a dozen clean energy infrastructureprojects such as windfarms and hydro-electric power plants.BNP Paribas will remain an investor in the fund and will continueto support the new company’s activities under a distributionagreement. It will house the Glennmont Partners managementcompany on its premises and will play a key role in raising assetsfor the company’s second fund.Some projects in the renewable energy sector in 2012:UK: LincsBNP Paribas acted as Mandated Lead Arranger for a 270MW offshorewindfarm.Belgium: NorthwindIn 2014, a giant windfarm with 72 turbines and total production capacityof 216MW will provide a significant share of Belgium’s green energyproduction (230,000 households will be supplied, cutting Belgium’s CO 2emissions by 235,000 tonnes a year).BNP Paribas is participating in this project in various roles, notably asfinancial advisor for the sponsors and Mandated Lead Arranger for thecommercial term loan.Latin America: Oaxaca II & IVBNP Paribas acted as Joint Bookrunner for a USD 300 million bond tofinance the Oaxaca II & IV projects in Mexico (two independent windprojects, with a production capacity of 102MW each). This was the firstwind project in Latin America to be financed via the capital markets.North America: Capricorn Ridge and Desert SunlightBNP Paribas supported two projects in North America:■ the Capricorn Ridge wind project being developed by NextEra EnergyResources, the largest producer of wind and solar power, with acapacity of 662.5MW.■ Sumitomo’s Desert Sunlight project in California, one of the largestphotovoltaic solar plants ever built in the United Sates, with a capacityof 550MW.4162012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEnvironmental responsibility: combating climate change7THE GROUP’S ACTIONS IN SUPPORT OFRETAIL CUSTOMERSThrough its various business lines, consumer credit, vehicle long-termleasing, real-estate development & management, BNP Paribas offersproducts and services to retail customers wishing to reduce their impacton the environment.■ Domofinance, a joint venture between EDF and BNP Paribas PersonalFinance, specialising in financing for energy consumption management,has seen an increase in business, with more than 52,000 projectsfinanced in 2012 alone. During this last year, industrial manufacturersof equipment used to reduce household consumption agreed to improveloan offers with Domofinance, which helped maintain sales levelswhile enabling end customers to benefit from highly advantageousloans. Similarly, in response to market demand, in 2012 Domofinancedesigned an offer intended to help carry out energy renovation workin collective housing, particularly co-owned property. By allowing asyndicate of co-owners, i.e. a legal entity, to borrow on behalf of coownerswho agreed, Domofinance is now meeting energy renovationneeds for all types of housing, both individual and jointly owned.Since the structure was set up, more than 330,000 projects havereceived tailored financing, allowing for energy savings in 2012at a level equivalent to the annual consumption of around 30,000households.■ Arval, a BNP Paribas subsidiary specialised in long-term leasing ofmultibrand vehicles, has developed innovative solutions to help itscustomers reduce their environmental impact.■■■Arval experts offer their customers vehicles best suited to theirneeds, thanks to their knowledge of the latest innovations in engineefficiency and alternative fuel. As a result of their advice, vehicleCO 2emissions are cut by around 5 tonnes per vehicle during theduration of the contract.An eco-driving training programme teaches drivers how to usetheir vehicles more efficiently. Initially, increased awareness ofbest practice enables drivers to cut their consumption by around5% (e.g. driving with tyres inflated at only 60% of the recommendedlevel causes over-consumption of 1 litre per 100); subsequently, thetraining aims to bring about a real change in behaviour, and to cutfuel consumption and CO 2emissions by 8% to 14%.Arval also made road safety a key part of its corporate responsibilityby developing dedicated training on this subject in 2012.■Finally, thanks to the company’s AutoPartage offer, Arval customerscan rationalise their travelling costs while reducing theirenvironmental footprint.■ BNP Paribas real estate confirmed its commitment to sustainabledevelopment in its various activities in 2012.■■■■■In property development, all new projects are carried out accordingto the strictest environmental standards, with their quality officiallycertified by independent organisations:■■in the service sector, all office buildings are certified “HQE”(high environmental quality), with a performance level rated“excellent” or even “exceptional”, as in the case of the Citylightsrenovation project for the Pont de Sèvres towers in Boulogne-Billancourt. Several projects have received double or even triplecertification, HQE-BREEAM-DGNB for example, to reflect variousinternational standards;in the residential segment, all housing is labelled “BBC” (lowconsumptionbuilding), and is mostly also certified “Habitat etEnvironnement” by Cerqual;An Eco-suppliers charter has been set up in order to select the bestproducts and best practice on sustainable development criteria.In Investment Management, an energy audit programme has beenlaunched for all buildings becoming vacant, in order to build up aprogramme of improvement works. Several renovation projects haveobtained or are committed to the BBC renovation label, or the newNF certification, “ Bâtiment Tertiaire HQE Rénovation” .BNP Paribas Real Estate was awarded the “ Prix de l’Excellence” byCertivéa in 2012, for the first project to be certified “ HQE Rénovation”in France (Vélizy Green, owned by the real estate investment trust,Investipierre).In Property Management, the final touches were put to E@sytech, anew real estate data reporting tool, allowing for better monitoringand optimisation of energy consumption. The interactive portal isaccessible to all players involved in managing a building: notably,owners, users and service providers.In its 2012 survey of building eco-performance reporting, Novethicranked BNP Paribas Real Estate no. 6 in the property developmentsector.72012 Registration document and annual financial report - BNP PARIBAS 417

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEnvironmental responsibility: combating climate changeLIMITING THE ENVIRONMENTAL FOOTPRINT OF OUR OWN OPERATIONS7ASSESSING THE IMPACTS ANDCOMMITTING THE GROUP TO PRECISETARGETSOne of the commitments made by BNP Paribas in its CSR strategy is toreduce its direct environmental footprint.This concerns mainly the greenhouse gases (GHGs) generated bybuilding energy consumption and employee business travel, responsiblepaper consumption, and waste management (notably for obsolete ITequipment).In order to monitor the successful implementation of measures in thesethree areas, the CSR function is monitoring an environmental reportingsystem with the help of more than 150 employees in 17 countries,representing 83.7% of the full-time equivalent staff (FTEs) managed bythe Group at 31 December 2012. Around forty indicators are reported inthis campaign: kWh, m 3 of gas, km travelled, litres of water, tonnes ofpaper, tonnes of waste, etc. By extrapolating for the 16.3% not covered,the results are used to calculate the environmental data mentioned inthis section for the whole Group.In 2012, more than 20,000 Group employees worked in an entity orterritory where the environmental management system is covered byISO 14 001 certification.In the three main areas (GHGs, paper and waste), the Group has drawnup internal policies and quantified objectives for 2015:■ cut GHG emissions per employee by 10% compared with 2012;■ cut paper consumption per employee by 15% compared with 2012;■ increase the share of responsibly sourced paper (produced fromrecycling or sustainably managed forests) to 60% of the total amountconsumed internally;■ increase the share of internal waste paper collected for recyclingto 55%;■ process obsolete IT equipment according to a rigorous policy forcontrolling the associated environmental and social risks.Employees are kept informed of the Group’s environmental policiesthrough a range of channels: dedicated Intranet pages, distribution ofinternal policies (such as the paper policy – “consume less, consumerbetter, sort more” – or the obsolete IT equipment end of life managementpolicy) and guides to ecobehaviour distributed in certain countries andbusinesses.The amount of provisions and guarantees covering environmental risks isUSD 3.4 million. The provision is for private litigation and is not intendedto cover penalties for non-compliance with regulations.The nature of its activities means that the Group is not a significantsource of noise pollution or any other specific form of pollution.CUT GREENHOUSE GAS EMISSIONS BY 10%PER EMPLOYEE IN 2015Greenhouse gas emissions are measured by converting the energyconsumed in buildings (heating, air conditioning, lighting, IT powersupply) and in employee business travel (air, rail, road) into tonnes ofCO 2equivalent (t CO 2-e, including all six greenhouse gases covered by theKyoto protocol). On this basis, the Group’s emissions in 2012 amountedto 605,644 t CO 2-e (i.e. 3.21 t CO 2-e per FTE, vs 3.39 in 2011), breakingdown into 75.7% buildings and 24.3% business travel.The quality of BNP Paribas’ environmental reporting was rated 86/100 bythe Carbon Disclosure Project in 2012 (compared with 79/100 in 2011),making the Group a sector leader in this area.The Group has undertaken to cut its CO 2-e/FTE ratio by 10% in 2015compared with 2012, in a three-pronged approach: building energyefficiency, reduced consumption by IT equipment (including data centres)and optimisation of business travel.The Group’s energy consumption amounted to 1,751GWh in 2012, vs1,950GWh in 2011. Compared with the square metreage of its buildings(offices, branches, data centres, etc), this was 227kWh/m² as against233kWh/m² in 2011. A range of initiatives is being deployed to drive downthese consumption levels. In Belgium, the Group aims to cut consumptionby 13% between 2010 and 2015. In France, energy management modulesare being deployed in all FRB branches, which, moreover, are ISO 14001certified. Wherever possible in the Group, heating and lighting systemswithin buildings are upgraded with the latest technology: in Japan, airconditioningonly kicks in at 28 °C in certain buildings; in Morocco, remoteswitching devices have reduced consumption by 15% in the branches and25% at the Head Office.Renewable energy represented 10.6% of this consumption vs 9.3% in2011. It is sourced either by buying renewable energy certificates, or fromthe direct consumption of renewable energy produced in the Group’sbuildings (photovoltaic installations on the roofs of branches of FirstHawaiian Bank, BNL in Italy; biomass boiler at a site in France, etc).4182012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEnvironmental responsibility: combating climate change7Business travel, the other recorded source of GHG emissions, totalled871 million km in 2012 by Group employees (of which 62.6% by air,11.9% by train, 25.5% by car), i.e. 4,618 km per FTE (vs 4,979 km perFTE in 2011). A range of efforts is being deployed to reduce this travel,notably substitution tools such as webconferencing, videoconferencingand telepresence systems.Adaptation to climate change is a subject addressed by the Group,notably in its Business Continuity Plan, which covers the managementof extreme climate-related events and their consequences for the Group’ssensitive infrastructure, especially its data centres. It is also addressedin scientific research, for which the Group provides EUR 3 million infinancing through its “Climate Initiative” philanthropy programme andwhich, among other subjects, is focused on climate predictabilityoverthe next ten to thirty years: these correspond to the life span of manytypes of infrastructure, such as power plants, civil engineering and waterpurification systems, whose successful adaptation to potential climatechange must therefore be thought through. The scientific researchalso relates to the anticipation of certain impacts from increased GHGemissions, such as ocean acidification and its consequences for fishresources. The “Climate philantropy” section of this chapter gives moredetails on these projects.CONSUMING LESS PAPER AND USINGRESPONSIBLY SOURCED PAPERIn accordance with its Paper Policy, which was adopted in 2011 (seehttp://www.bnpparibas.com/en/responsible-bank/csr/environmentalissues/direct-impacts),the Group cut its paper consumption to 33,756tonnes in 2012 (compared with 37,739 tonnes in 2011), i.e. 179kg/FTEcompared with 190kg/FTE in 2011. Reduced usage is often achieved, asis the case at BNP Paribas in the United States, TEB in Turkey, Arval andCardif in Paris, by replacing individual equipment with shared equipment,whereby users must go to the printer to confirm print instructions sentfrom their workstation; this avoids documents being sent to print butnever collected.The rate of responsibly sourced paper (i.e. more than 50% recycled, orlabelled PEFC or FSC) increased from 39.1% to 43.5% between 2011 and2012. More widely, eco-designed office supplies are preferred in calls fortender, and represented 14.9% of total office supply purchases in 2012(compared with 10.2% in 2011).REDUCING WASTE, AND RECYCLING ITWHERE POSSIBLE, PARTICULARLY PAPERAND OBSOLETE IT EQUIPMENTIn 2012, the Group generated 37,841 tonnes of waste, i.e. 201kg per FTE.Of this, 38% was subsequently recycled.Most of this waste is paper; the Group has undertaken to collect 35% ofpaper for recycling in 2013, and 55% in 2015.In addition, the Group developed a policy for dealing with its obsoletecomputer equipment (PC, servers, screens, etc.) in 2011. Breaking downinto three options (donation, resale or dismantling), this policy aims toextend the equipment’s useful life wherever possible, while ensuringtraceability. Dismantling is only considered as a last resort, whilestriving to ensure that dismantlers maximise the recycling rate, in strictadherence to the environmental standards in force.COMBATING LOSS OF BIODIVERSITY ANDCONTROLLING WATER CONSUMPTIONBNP Paribas helps combat the loss of biodiversity in two ways:■ First, it is working to boost the ordinary biodiversity of the 23-hectareDomaine des Voisins park in Louveciennes, France, which it owns andwhich in 2012 was the subject of a biodiversity action plan: gradualelimination of chemicals/fertilizer products, “moving garden” approach,wildflower meadows, responsible mowing, control of invasive species,maintenance of nesting boxes, etc.■ Second, the Group is focusing on paper purchases; by preferring to useresponsibly sourced paper (made from pulp that comes from recycledpaper or from sustainably managed forests – PEFC or FSC ecolabels),BNP Paribas helps to protect forest ecosystems, the biodiversity theynurture and the services they provide.Controlling impacts on ecosystems also involves focusing on waterconsumption, which was 26.6 m 3 per FTE in 2012, compared with 34.2 m 3in 2011. Reducing this consumption, particularly in countries where waterresources are limited, is achieved by setting up meters to detect leaks,equipment to optimise flows in sanitary facilities and good managementpractice in corporate catering.72012 Registration document and annual financial report - BNP PARIBAS 419

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYEnvironmental responsibility: combating climate changeSUPPORTING RESEARCH TO COMBAT CLIMATE CHANGE7The BNP Paribas Group strives not just to monitor the potential impact ofits own activities, but also to support efforts to protect the environment.In 2012, the BNP Paribas Foundation, in close collaboration with the CSRfunction, continued to work on the Climate Initiative, the philanthropyprogramme that it launched in 2011 to support fundamental researchinto climate change.With a budget of EUR 3 million over three years, this programmeis supporting five research projects by internationally renownedlaboratories. These will increase our understanding of how the climatesystem operates and allow for sophisticated predictions of the possibleconsequences:■ “eFOCE”. Ocean acidification, caused by absorption into seawater of onequarter of the CO 2emitted, affects marine flora and fauna. The aim ofeFOCE is verify hypotheses advanced about the biological processesinvolved in this phenomenon via long-term studies conducted in thenatural environment; as overall conclusions cannot be derived fromlaboratory-based research on isolated cases.■ Financing provided by BNP Paribas has enabled researchers to createan innovative mechanism adapted to the complex manipulationof water acidity in the natural environment. A container has beendesigned to collect the flora and fauna to be studied; it is left open soas not to trap them inside. Controlled by sensors, it is subjected to aconstant flow of water containing CO 2in the proportion expected tobe present at the end of the century.■ Algae damaged by acidification were studied at the end of 2012. In2013, attention will turn to an important Mediterranean plant that,on the contrary, is capable of utilising CO 2.■ “Access to climate archives”. At the end of the first quarter of 2013,with the help of the Foundation, the meteorological data collectedin France between 1855 and 1960, i.e. 100 years of records, will bemade fully available to the scientific community under a project runby Météo France and the French National Archives. The previouslyunusable 6,300 boxes of archives, which have gradually been cleanedand decontaminated from abestos, are starting to yield their secrets.They represent a valuable resource for researchers, because goingback in time helps to consolidate our understanding of climate andrefine our forecasts for the impact of human activity. Making use ofall the existing resources is therefore essential for anticipating trends.The archives will also be used as educational material and will be thesubject of a major exhibition in 2015.■ “Subglacior”. The aim of this project is to carry out the first-everanalysis of the earth’s atmosphere of more than one million yearsago, a period of major climate change that has never yet been explored.Analysing the air trapped in polar ice and establishing a link betweenits CO 2content and the climate change of the period should enableresearchers to improve their assessment of the sensitivity of theclimate to the increased CO 2stemming from human activity today.A revolutionary probe has been designed, containing a laser thatinstantaneously analyses the ice in situ. Transmitting data to thesurface in real time, it can achieve much more in a single australsummer than analysis of ice cores dating back no more than 800,000years extracted in a series of campaigns. BNP Paribas’ support wasdecisive for launching a prototype and working on a drilling technique;it also acted as an impetus for winning significant funding from theEuropean Research Council (ERC) as well as help from the AgenceNationale de la Recherche (ANR). The project can thus be seenthrough to conclusion, with a campaign of measurements scheduledfor 2016-2017.■ “PRECLIDE”. Predicting climate change over the next ten to thirty years:this is the objective of this project, which should yield projections on ahuman timescale that more closely address the concerns of decisionmakersand citizens. In order to initialise their climate models,researchers use both oceanographic measurements and atmosphericparameters. They then calculate retrospective forecasts, which theycompare with actual data in order to refine their models.During this first phase of the project, support provided by BNP Paribasmade it possible to link up Météo France’s atmospheric model withthe Nemo oceanic model designed by the Centre National de laRecherche Scientifique (CNRS). Forecasts were drawn up for eachfive-year period based on the data available since 1960. The firstresults, currently being processed, confirm that forecasts for ten-yearperiods are possible. From 2014, once the model has been improved byfurther simulations, forecasts will be issued each year in order to raiseawareness of the major climate challenges of the future.■ “Global Carbon Atlas”. The aim is to create an interactive map ofplaces of CO 2emission and absorption and of flows of greenhouse gasesaround the planet. These are being researched locally, but knowledgeof their distribution and fluctuation remains scant; by contrast, thisproject provides an overall synthetic view.Financing provided by the BNP Paribas Foundation paid for therecruitment of a scientist who catalogued, collated and standardisedall the international data during the fourth quarter of 2012. In 2013,the Foundation’s help will enable an IT specialist to translate the datainto maps, with explanatory texts, so that citizens, decision-makersand politicians can assimilate them.At local level, BNP Paribas is also supporting other research programmes,including the following:■ In Asia, GECD employees are working with the Asia Investor Groupon Climate Change (AIGCC) and universities in order to analyse thepotential financial impacts of climate change on businesses in thePearl River Delta. This region, which is particularly vulnerable toenvironmental risks, is economically essential, as it generates onethirdof China’s exports.■ In Bulgaria, the BNP Paribas Foundation Bulgaria is financing fourwind generators for a Bulgarian Antarctic base dedicated to climatechange research.4202012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYTable for cross-referencing the list of social, environmental and community information required under article 225 of the Grenelle II Act77.6 Table for cross-referencing the list of social,environmental and community informationrequired under article 225 of the Grenelle IIActInformation required under article 225 of the French Grenelle II Act, Article R.225-105-1of the commercial code, Decree n° 2012-557 of 24 April 20121) SOCIAL INFORMATIONa) EmploymentCorresponding page■ total headcount and breakdown by gender, age and geographical area 390-391, 395■ recruitment and redundancies 391-392■ compensation and its evolution 401-402b) Organisation of work■ organisation of working hours 393■ absenteeism 393c) Employee relations:■ employee-management dialogue, including procedures for informing staff, as well as consulting and negotiatingwith staff 399-400■ collective agreements 399d) Health and safety■ health and safety conditions at work 402-403■ agreements with unions and staff representatives regarding health and safety at work 402■ frequency and severity of accidents at work and occupational illnesses 402e) Training■ training policies 393-394■ total hours of training 394f) Equal treatment■ measures to promote gender equality 395-398■ measures to promote the employment and integration of disabled people 396-398■ anti-discrimination policy 395-398g) Promoting and complying with the fundamental conventions of the ILO relating to■ freedom of association and the right to collective bargaining 398-399■ the elimination of discrimination in respect of employment and occupation 391-392, 394-398■ the elimination of forced or compulsory labour 398■ the effective abolition of child labour 39872012 Registration document and annual financial report - BNP PARIBAS 421

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYTable for cross-referencing the list of social, environmental and community information required under article 225 of the Grenelle II Act7Information required under article 225 of the French Grenelle II Act, Article R.225-105-1of the commercial code, Decree n° 2012-557 of 24 April 20122 ENVIRONMENTAL INFORMATION:a) General policy on environmental issuesCorresponding page■ organising the company so as to take account of environmental issues and, where necessary, evaluation orcertification procedures in the environmental area 376-377, 414, 418■ employee training and information on environmental protection■ resources devoted to the prevention of environmental risks and pollution415 (indirect impacts), 418(direct impacts)414-416 (indirect impacts),418-419 (direct impacts)■ the amount of provisions and guarantees for environmental risks, provided such information is not of a naturethat could cause serious harm to the company in an ongoing dispute 418b) Pollution and waste management■ measures for preventing, reducing or repairing discharges into the air, water or soil with a serious impact on theenvironment■ measures for preventing, recycling or eliminating waste414-416 (indirect impacts),418-419 (direct impacts)419 (direct impacts)■ factoring in noise pollution and any other form of pollution specific to an activity Non relevant cf. page 418c) Sustainable use of resources■ water consumption and supply in accordance with local constraints■ consumption of raw materials and measures taken to improve the efficiency of their use■ consumption of energy, measures taken to improve energy efficiency and use of renewable energy■ land usaged) Climate change■ greenhouse gas emissions■ adaptation to the consequences of climate changee) Protection of biodiversity■ measures taken to preserve or develop biodiversity3 INFORMATION ON COMMUNITY COMMITMENTS IN FAVOUR OF SUSTAINABLE DEVELOPMENT:a) Territorial, economic and social impact of the company's activity■ in terms of employment and regional development414 (indirect impacts), 419(direct impacts)419 (direct impacts)414-417 (indirect impacts),418-419 (direct impacts)414-415 (indirect impacts)414-417 (indirect impacts),418-419 (direct impacts),420 (philantropy)419 (direct impacts), 420(philantropy)414-416 (indirect impacts),419 (direct impacts)380-382, 389, 391-392,404-408■ on local populations 380-382, 389, 404-408b) Group relations with persons or organisations with interests in the companies’ activities, notably associationsworking on social inclusion, educational institutions, environmental and consumer associations, and localresidents■ conditions for dialogue with these persons or organisations 379-380■ partnership or philantropy actions 409-412, 420c) Outsourcing and suppliers■ inclusion of social and environmental issues in procurement policy 379-380, 413■ importance of outsourcing and consideration of their social and environmental responsibility when dealing withsuppliers and subcontractors 379-380, 413d) Fair commercial practice■ actions taken to prevent corruption 377, 379, 386■ measures taken to foster consumers' health and safety 407, 416e) Other action taken, under this point 3, to foster human rights 4134222012 Registration document and annual financial report - BNP PARIBAS

A RESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYStatement of completeness and limited assurance report by one of the Statutory auditors on proceduresfor the preparation of labour, environmental and social information77.7 Statement of completeness and limitedassurance report by one of the StatutoryA uditors on procedures for the preparation oflabour, environmental and social informationThis is a free translation into English of the statement of completeness and limited assurance report by one of the Statutory Auditors on procedures forthe preparation of labour, environmental and social information issued in French and is provided solely for the convenience of English speaking readers.This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.BNP Paribas3, rue d’Antin75009 ParisFurther to your request and in our capacity as Statutory Auditor of BNPParibas SA (hereinafter “ the Company” ), we have prepared this statementof completeness on the consolidated labour, environmental and socialinformation presented in the management report prepared for the yearended 31 December 2012 in accordance with the provisions of articleL.225-102-1 of the French Commercial Code (Code de commerce) as wellas our limited assurance report on the procedures for the preparationof this information.RESPONSIBILITY OF MANAGEMENTIt is the responsibility of the Board of Directors of the Company toprepare a management report which includes the consolidated labour,environmental and social information provided for by article R.225-105-1of the French Commercial Code (hereinafter, “ the Information” ), compiledin accordance with the guidelines used (hereinafter “ the Guidelines” ) bythe Company and available on request from the Company’ s CorporateSocial Responsibility Department.INDEPENDENCE AND QUALITY CONTROL7Our independence is defined by regulatory texts, the French code ofethics for chartered accountants and the provisions of article L.822-11of the French Commercial Code. We have also implemented a qualitycontrol system comprising documented policies and procedures forensuring compliance with the codes of ethics, professional standardsand applicable legal and regulatory texts.RESPONSIBILITY OF THE STATUTORY AUDITOROn the basis of our work, it is our responsibility to:■ certify that the required Information is presented in the managementreport or, in the event that any Information is not presented, that anexplanation is provided in accordance with the third paragraph ofarticle R.225-105 of the French Commercial Code and French Decreeno. 2012-557 of 24 April 2012 (the “ Statement of completeness” );■ form a limited assurance conclusion on the fact that the proceduresfor the preparation of the Information are free of material irregularitieswith respect to the Guidelines (the “ Limited assurance report” ).We were assisted in our work by our specialists in corporate socialresponsibility.2012 Registration document and annual financial report - BNP PARIBAS 423

7ARESPONSIBLE BANK: INFORMATION ON BNP PARIBAS’ ECONOMIC,SOCIAL, CIVIC AND ENVIRONMENTAL RESPONSIBILITYAttestation de présence et rapport d’assurance modérée du Commissaire aux comptes sur les procéduresd’établissement des informations sociales, environnementales et sociétales7I. STATEMENT OF COMPLETENESSWe performed our work in accordance with the professional standardsapplicable in France. This work included:■ comparing the Information presented in the management report withthe list provided for by article R.225-105-1 of the French CommercialCode;■ verifying that the Information covers the scope of consolidation, i.e.,the Company, its subsidiaries as defined by article L.233-1 and thecompanies it controls as defined by article L.233-3 of the FrenchCommercial Code;■ for any consolidated Information that was not disclosed, verifying thatthe explanations provided complied with the provisions of FrenchDecree no. 2012-557 of 24 April 2012.Based on our work, we certify that the required Information is presentedin the management report.II.LIMITED ASSURANCE REPORTNature and scope of our workWe performed our procedures in accordance with ISAE 3000 (InternationalStandard on Assurance Engagements of the International Federation ofAccountants) and in accordance with professional standards applicable inFrance. We performed the procedures described below to obtain limitedassurance that the procedures for the preparation of the Information arefree of material irregularities with respect to the Guidelines. A higherlevel of assurance would have required us to carry out a more extensiveverification.We carried out the following procedures:■ we assessed the appropriateness of the Guidelines with respect to theirrelevance, completeness, neutrality, comprehensibility and reliabilitywith due consideration, when appropriate, for industry best practices;■ we verified the implementation within the BNP Paribas Group ofcollection, compilation, processing and control processes to completeand harmonise the Information. We familiarised ourselves with theinternal control and risk management procedures for these processes;■ with regard to the registered office and entities selected based ontheir business, contribution to the consolidated indicators, locationand risk profile:■■we conducted interviews with the personnel responsible for labourand environmental reporting in order to verify that the procedureshave been properly understood and correctly applied;we examined the collection processes using sampling techniques.We performed tests of details, using sampling techniques, on afew of the most import indicators as regards the labour andenvironmental consequences related to the Group’ s business andcharacteristics as well as its social commitments;■ with regard to the registered office, we performed consistency checks,using sampling techniques, in order to verify that the figures had beencorrectly centralised and consolidated;■ with regard to the selected entities, we performed tests of details,using sampling techniques, in order to verify the calculations madeand reconcile the data with the supporting documents;the selected entities were:■■■■BNP Paribas SA (France),BNP Paribas Fortis (Brussels, Belgium),Bank of the West (San Francisco, United States),TEB (Istanbul, Turkey);■ we also assessed the pertinence of the explanations given for anyinformation not disclosed.ConclusionNeuilly-sur-Seine, 8 March 2013Based on our work, no material irregularities came to light that are likelyto jeopardise the procedures for the preparation of the Information withrespect to the Company’ s Guidelines.One of the Statutory AuditorsPricewaterhouseCoopers AuditÉtienne BorisPartnerSylvain LambertPartner in charge of the Sustainable Development Department4242012 Registration document and annual financial report - BNP PARIBAS

8 GENERAL INFORMATION8.1 Documents on display 4268.2 Material contracts 4268.3 Dependence on external parties 4268.4 Significant changes 4278.5 Investments 4278.6 Founding documents and Articles of association 4288.7 Statutory Auditors’ special report on related party agreementsand commitments 4332012 Registration document and annual financial report - BNP PARIBAS 425

8GENERALINFORMATIONDocuments on display8.1 Documents on displayThis 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 FinanceInvestor Relations and Financial Information3, rue d’Antin – CAA01B175002 ParisFrance■ By calling: +33 1 40 14 63 58BNP Paribas’ regulatory information (in French) can be viewed at: http://invest.bnpparibas.com/fr/pid757/information-r-eglement-ee.html8.2 Material contractsTo date, BNP Paribas has not entered into any material contracts – other than those entered into during the normal course of business – that createan obligation or commitment for the entire Group.8.3 Dependence on external parties8In April 2004, BNP Paribas SA began outsourcing IT InfrastructureManagement Services to the “BNP Paribas Partners for Innovation” (BP²I)joint venture set up with IBM France at the end of 2003. BP²I providesIT Infrastructure Management Services for BNP Paribas SA and severalBNP Paribas subsidiaries in France (including BNP Paribas PersonalFinance, BP2S, and BNP Paribas Cardif), Switzerland, and Italy. Inmid-December 2011 BNP Paribas renewed its agreement with IBMFrance for a period lasting until end-2017. At the end of 2012, the partiesentered into an agreement to gradually extend this arrangement toBNP Paribas Fortis as from 2013.BP²I is 50/50-owned by BNP Paribas and IBM France; IBM France isresponsible for daily operations, with a strong commitment of BNP Paribasas a significant shareholder. Half of BP²I’s staff are BNP Paribas employeesand BNP Paribas owns the offices and data processing centres usedby BP²I. BP²I’s corporate governance system provides BNP Paribas witha contractual right of oversight and BNP Paribas may insource BP²I ifnecessary.ISFS, a fully-owned IBM subsidiary, handles IT Infrastructure Managementfor BNP Paribas Luxembourg.BancWest’s data processing operations are outsourced to FidelityInformation Services. Cofinoga France’s data processing is outsourced toSDDC, a fully-owned IBM subsidiary.4262012 Registration document and annual financial report - BNP PARIBAS

GENERAL INFORMATIONInvestments88.4 Significant changesThere have been no significant changes in the Group’s financial or business situation since the end of the last financial year for which audited financialstatements were published, and most notably since the date of the Statutory Auditor’s report on the consolidated financial statements (8 March 2013).8.5 InvestmentsThe following table lists the Group’s investments since 1 January 2010 that are individually valued at over EUR 500 million and are considered materialat a Group level:CountryAnnouncementdate Transaction Transaction amount CommentsItaly 22 June 2011 Purchase of Intesa Sanpaolo group’sremaining 25% stake in FindomesticEUR 629m (for the 25% stake)This purchase makes BNP ParibasPersonal Finance the full ownerof Findomestic82012 Registration document and annual financial report - BNP PARIBAS 427

8GENERALINFORMATIONFounding documents and Articles of association8.6 Founding documents and Articles of associationBNP Paribas’ Articles of association are available on the Group’s website,www.invest.bnpparibas.com, and can be obtained from the address givenin section 8.1.Below are the full Articles of association as of 9 January 2013.directly or indirectly related to the activities set out above or whichfurther the accomplishment thereof.SECTION II8SECTION IFORM – NAME – REGISTERED OFFICE –CORPORATE PURPOSEArticle 1BNP PARIBAS is a French Public Limited Company (société anonyme)licensed to conduct banking operations under the French Monetary andFinancial Code, Book V, section 1 (Code Monétaire et Financier, Livre V,Titre 1 er ) governing banking sector institutions.The Company was founded pursuant to a decree dated 26 May 1966. Itslegal life has been extended to 99 years with effect from 17 September 1993.Apart from the specific rules relating to its status as an establishment inthe banking sector (Book V, section 1 of the French Monetary and FinancialCode - Code Monétaire et Financier, Livre V, Titre 1er), BNP PARIBAS shallbe governed by the provisions of the French Commercial Code (Codede Commerce) concerning commercial companies, as well as by theseArticles of Association.Article 2The registered office of BNP PARIBAS shall be located in Paris(9th arrondissement), at 16, Boulevard des Italiens (France).Article 3The purpose of BNP PARIBAS shall be to provide and conduct the followingservices with any individual or legal entity, in France and abroad, subjectto compliance with the French laws and regulations applicable to creditinstitutions licensed by the Credit Institutions and Investment FirmsCommittee (Comité des Etablissements de Crédit et des Entreprisesd’Investissement):■ any and all investment services,■ any and all services related to investment services,■ any and all banking transactions,■ any and all services related to banking transactions,■ any and all equity investments,as defined in the French Monetary and Financial Code Book III – section 1(Code Monétaire et Financier, Livre III, Titre 1er) governing bankingtransactions and section II (Titre II) governing investment services andrelated services.On a regular basis, BNP PARIBAS may also conduct any and all otheractivities and any and all transactions in addition to those listed above, inparticular any and all arbitrage, brokerage and commission transactions,subject to compliance with the regulations applicable to banks.In general, BNP PARIBAS may, on its own behalf, and on behalf of thirdparties or jointly therewith, perform any and all financial, commercial,industrial or agricultural, personal property or real estate transactionsSHARE CAPITAL - SHARESArticle 4The share capital of BNP PARIBAS shall stand at 2,484,523,922 eurosdivided into 1,242,261,961 fully paid-up shares with a nominal valueof 2 euros each.Article 5The fully paid-up shares shall be held in registered or bearer form atthe shareholder’s discretion, subject to the French laws and regulationsin force.The shares shall be registered in an account in accordance with the termsand conditions set out in the applicable French laws and regulations inforce. They shall be delivered by transfer from one account to another.The Company may request disclosure of information concerning theownership of its shares in accordance with the provisions of Article L.228-2of the French Commercial Code (Code de Commerce).Without prejudice to the legal thresholds set in Article L.233-7,paragraph 1 of the French Commercial Code (Code de Commerce), anyshareholder, whether acting alone or in concert, who comes to directlyor indirectly hold at least 0.5% of the share capital or voting rights ofBNP PARIBAS, or any multiple of that percentage less than 5%, shall berequired to notify BNP PARIBAS by registered letter with return receiptwithin the timeframe set out in Article L.233-7 of the French CommercialCode (Code de Commerce).Above 5%, the duty of disclosure provided for in the previous paragraphshall apply to 1% increments of the share capital or voting rights.The disclosures described in the previous two paragraphs shall also applywhen the shareholding falls below the above-mentioned thresholds.Failure to report either legal or statutory thresholds shall result in theloss of voting rights as provided for by Article L.233-14 of the FrenchCommercial Code (Code de Commerce) at the request of one or moreshareholders jointly holding at least 2% of the Company’s share capitalor voting rights.Article 6Each share shall grant a right to a part of ownership of the Company’sassets and any liquidation surplus that is equal to the proportion of sharecapital that it represents.In cases where it is necessary to hold several shares in order to exercisecertain rights, and in particular where shares are exchanged, combinedor allocated, or following an increase or reduction in share capital,regardless of the terms and conditions thereof, or subsequent to amerger or any other transaction, it shall be the responsibility of thoseshareholders owning less than the number of shares required to exercisethose rights to combine their shares or, if necessary, to purchase or sellthe number of shares or voting rights leading to ownership of the requiredpercentage of shares.4282012 Registration document and annual financial report - BNP PARIBAS

GENERAL INFORMATIONFounding documents and Articles of association8SECTION IIIGOVERNANCEArticle 7The Company shall be governed by a Board of Directors composed of:1/ Directors appointed by the Ordinary General Shareholders’ MeetingThere shall be at least nine and no more than eighteen Directors. Directorselected by the employees shall not be included when calculating theminimum and maximum number of Directors.They shall be appointed for a three-year term.When a Director is appointed to replace another Director, in accordancewith applicable French laws and regulations in force, the new Director’sterm of office shall be limited to the remainder of the predecessor’s term.A Director’s term of office shall terminate at the close of the OrdinaryGeneral Shareholders’ Meeting called to deliberate on the financialstatements for the previous financial year and held in the year duringwhich the Director’s term of office expires.Directors may be re-appointed, subject to the provisions of French law,in particular with regard to their age.Each Director, including Directors elected by employees, must own atleast 10 Company shares.2/ Directors elected by BNP PARIBAS SA employeesThe status of these Directors and the related election procedures shallbe governed by Articles L.225-27 to L.225-34 of the French CommercialCode (Code de Commerce) as well as by the provisions of these Articlesof Association.There shall be two such Directors – one representing executive staff andthe other representing non-executive staff.They shall be elected by BNP PARIBAS SA employees.They shall be elected for a three-year term.Elections shall be organised by the Executive Management. The timetableand terms and conditions for elections shall be drawn up by the ExecutiveManagement in agreement with the national trade union representativeswithin the Company such that the second round of elections shall beheld no later than fifteen days before the end of the term of office of theoutgoing Directors.Each candidate shall be elected on a majority basis after two rounds heldin each of the electoral colleges.Each application submitted during the first round of elections shallinclude both the candidate’s name and the name of a replacement, if any.Applications may not be amended during the second round of elections.The candidates shall belong to the electoral college where they presentfor election.Applications other than those presented by a trade union representativewithin the Company must be submitted together with a documentfeaturing the names and signatures of one hundred electors belongingto the electoral college where the candidate is presenting for election.Article 8The Chairman of the Board of Directors shall be appointed from amongthe members of the Board of Directors.Upon proposal from the Chairman, the Board of Directors may appointone or more Vice-Chairmen.Article 9The Board of Directors shall meet as often as necessary in the bestinterests of the Company. Board meetings shall be convened by theChairman. Where requested by at least one-third of the Directors, theChairman may convene a Board meeting with respect to a specific agenda,even if the last Board meeting was held less than two months before.The Chief Executive Officer (CEO) may also request that the Chairmanconvenes a Board meeting to discuss a specific agenda.Board meetings shall be held either at the Company’s registered office,or at any other location specified in the notice of meeting.Notices of meetings may be communicated by any means, includingverbally.The Board of Directors may meet and hold valid decisions at any time,even if no notice of meeting has been communicated, provided all itsmembers are present or represented.Article 10Board meetings shall be chaired by the Chairman, by a Directorrecommended by the Chairman for such purpose or, failing this, by theoldest Director present.Any Director may attend a Board meeting and take part in its deliberationsby videoconference (visioconférence) or all telecommunications andremote transmission means, including Internet, subject to compliancewith the conditions set out in applicable legislation at the time of its use.Any Director who is unable to attend a Board meeting may ask to berepresented by a fellow Director, by granting a written proxy, valid foronly one specific meeting of the Board. Each Director may represent onlyone other Director.At least half of the Board members must be present for decisions takenat Board meetings to be valid.Should one or both of the positions of member of the Board elected byemployees remain vacant, for whatever reason, without the possibilityof a replacement as provided for in Article L.225-34 of the FrenchCommercial Code (Code de Commerce), the Board of Directors shall bevalidly composed of the members elected by the General Shareholders’Meeting and may validly meet and vote.Members of the Company’s Executive Management may, at the requestof the Chairman, attend Board meetings in an advisory capacity.A permanent member of the Company’s Central Works Committee,appointed by said Committee, shall attend Board meetings in an advisorycapacity, subject to compliance with the provisions of French legislationin force.Decisions shall be taken by a majority of Directors present or represented.In the event of a split decision, the Chairman of the meeting shall havethe casting vote, except as regards the proposed appointment of theChairman of the Board of Directors.82012 Registration document and annual financial report - BNP PARIBAS 429

8GENERALINFORMATIONFounding documents and Articles of association8430The Board of Directors’ deliberations shall be recorded in minutes enteredin a special register prepared in accordance with French legislation inforce and signed by the Chairman of the meeting and one of the Directorswho attended the meeting.The Chairman of the meeting shall appoint the Secretary to the Board,who may be chosen from outside the Board’s membership.Copies or excerpts of Board minutes may be signed by the Chairman, theChief Executive Officer, the Chief Operating Officers or any representativespecifically authorised for such purpose.Article 11The Ordinary General Shareholders’ Meeting may grant Directors’attendance fees under the conditions provided for by French law.The Board of Directors shall divide up these fees among its members asit deems appropriate.The Board of Directors may grant exceptional compensation for specificassignments or duties performed by the Directors under the conditionsapplicable to agreements subject to approval, in accordance with theprovisions of Articles L.225-38 to L.225-43 of the French Commercial Code(Code de Commerce). The Board may also authorise the reimbursementof travel and business expenses and any other expenses incurred by theDirectors in the interests of the Company.SECTION IVDUTIES OF THE BOARD OF DIRECTORS, THECHAIRMAN, THE EXECUTIVE MANAGEMENTAND THE NON-VOTING DIRECTORS (Censeurs)Article 12The Board of Directors shall determine the business strategy ofBNP PARIBAS and supervise the implementation thereof. Subject tothe powers expressly conferred upon the Shareholders’ Meetings andwithin the limit of the corporate purpose, the Board shall handle anyissue concerning the smooth running of BNP PARIBAS and settle mattersconcerning the Company pursuant to its deliberations. The Board ofDirectors shall receive all of the documents and information required tofulfil its duties from the Chairman or the Chief Executive Officer.The Board of Directors’ decisions shall be executed by either theChairman, the Chief Executive Officer or the Chief Operating Officers, orby any special representative appointed by the Board.Upon proposal from the Chairman, the Board of Directors may decide toset up committees responsible for performing specific tasks.Article 13The Chairman shall organise and manage the work of the Board ofDirectors and report thereon to the General Shareholders’ Meeting.The Chairman shall also oversee the smooth running of BNP PARIBAS’smanagement bodies and ensure, in particular, that the Directors are in aposition to fulfil their duties.The remuneration of the Chairman of the Board shall be freely determinedby the Board of Directors.Article 14The Board of Directors shall decide how to organise the ExecutiveManagement of the Company. The Executive Management of the Companyshall be ensured under his own liability either by the Chairman of the2012 Registration document and annual financial report - BNP PARIBASBoard of Directors or by another individual appointed by the Board ofDirectors and bearing the title of Chief Executive Officer.Shareholders and third parties shall be informed of this choice inaccordance with the regulatory provisions in force.The Board of Directors shall have the right to decide that this choice befor a fixed term.In the event that the Board of Directors decides that the ExecutiveManagement shall be ensured by the Chairman of the Board, theprovisions of these Articles of Association concerning the Chief ExecutiveOfficer shall apply to the Chairman of the Board of Directors who willin such case assume the title of Chairman and Chief Executive Officer.He shall be deemed to have automatically resigned at the close of theGeneral Shareholders’ Meeting held to approve the financial statementsfor the year in which he reaches sixty-five years of age.In the event that the Board of Directors decides to dissociate the functionsof Chairman and Chief Executive Officer, the Chairman shall be deemedto have automatically resigned at the close of the General Shareholders’Meeting held to approve the financial statements for the year in which hereaches sixty-eight years of age. However, the Board may decide to extendthe term of office of the Chairman of the Board until the close of the GeneralShareholders’ Meeting held to approve the financial statements for theyear in which he reaches sixty-nine years of age. The Chief Executive Officershall be deemed to have automatically resigned at the close of the GeneralShareholders’ Meeting held to approve the financial statements for theyear in which he reaches sixty-three years of age. However, the Board maydecide to extend the term of office of the Chief Executive Officer until theclose of the General Shareholders’ Meeting held to approve the financialstatements for the year in which he reaches sixty-four years of age.Article 15The Chief Executive Officer shall be vested with the broadest powers toact in all circumstances in the name of BNP PARIBAS. He shall exercisethese powers within the limit of the corporate purpose and subject tothose powers expressly granted by French law to Shareholders’ Meetingsand the Board of Directors.He shall represent BNP PARIBAS in its dealings with third parties.BNP PARIBAS shall be bound by the actions of the Chief Executive Officereven if such actions are beyond the scope of the corporate purpose, unlessBNP PARIBAS can prove that the third party knew that the action concernedwas beyond the scope of the corporate purpose or had constructiveknowledge thereof in view of the circumstances. The publication of theCompany’s Articles of Association alone shall not constitute such proof.The Chief Executive Officer shall be responsible for the organisation andprocedures of internal control and for all information required by Frenchlaw regarding the internal control report.The Board of Directors may limit the powers of the Chief Executive Officer,but such limits shall not be valid against claims by third parties.The Chief Executive Officer may delegate partial powers, on a temporaryor permanent basis, to as many persons as he sees fit, with or withoutthe option of redelegation.The remuneration of the Chief Executive Officer shall be freely determinedby the Board of Directors.The Chief Executive Officer may be removed from office by the Board ofDirectors at any time. Damages may be payable to the Chief ExecutiveOfficer if he is unfairly removed from office, except where the ChiefExecutive Officer is also the Chairman of the Board of Directors.In the event that the Chief Executive Officer is a Director, the term ofhis office as Chief Executive Officer shall not exceed that of his term ofoffice as a Director.

GENERAL INFORMATIONFounding documents and Articles of association8Article 16Upon proposal from the Chief Executive Officer, the Board of Directorsmay, within the limits of French law, appoint one or more individuals,called Chief Operating Officers (COOs), responsible for assisting the ChiefExecutive Officer.In agreement with the Chief Executive Officer , the Board of Directorsshall determine the scope and term of the powers granted to the ChiefOperating Officers. However, as far as third parties are concerned,the Chief Operating Officers shall have the same powers as the ChiefExecutive Officer.When the Chief Executive Offi cer ceases to perform his duties or isprevented from doing so, the Chief Operating Officers shall, unlessthe Board of Directors decides otherwise, retain their positions andresponsibilities until a new Chief Executive Officer is appointed.The remuneration of the Chief Operating Officers shall be freelydetermined by the Board of Directors, at the proposal of the ChiefExecutive Officer.The Chief Operating Officers may be removed from office by the Boardof Directors at any time, at the proposal of the Chief Executive Officer.Damages may be payable to the Chief Operating Officers if they areunfairly removed from office.Where a Chief Operating Officer is a Director, the term of his office as ChiefOperating Officer may not exceed that of his term of office as a Director.The Chief Operating Officers’ terms of office shall expire at the latest atthe close of the General Shareholders’ Meeting called to approve thefinancial statements for the year in which the Chief Operating Officersreach sixty-five years of age.Article 17Upon proposal from the Chairman, the Board of Directors may appointone or two non-voting Directors (censeurs).Notices of meetings shall be served to non-voting Directors, who shallattend Board meetings in an advisory capacity.They shall be appointed for six years and may be reappointed for furtherterms. They may also be dismissed at any time under similar conditions.They shall be selected from among the Company’s shareholders and theirremuneration shall be determined by the Board of Directors.SECTION VSHAREHOLDERS’ MEETINGSArticle 18General Shareholders’ Meetings shall be composed of all shareholders.General Shareholders’ Meetings shall be called and held subject tocompliance with the provisions of the French Commercial Code (Codede Commerce).They shall be held either at the h ead o ffice or at any other locationspecified in the notice of meeting.They shall be chaired by the Chairman of the Board of Directors, or, in hisabsence, by a Director appointed for this purpose by the Shareholders’Meeting.Any shareholder may, subject to providing proof of identity, attend aGeneral Shareholders’ Meeting, either in person, by returning a postalvote or by designating a proxy.Share ownership is evidenced by an entry either in the BNP PARIBAS’share register in the name of the shareholder, or in the register ofbearer shares held by the applicable authorised intermediary, withinthe deadlines and under the conditions provided for by the regulationsin force. In the case of bearer shares, the authorised intermediary shallprovide a certificate of participation for the shareholders concerned.The deadline for returning postal votes shall be determined by the Boardof Directors and stated in the notice of meeting published in the Frenchlegal announcements journal (Bulletin des Annonces Légales Obligatoires– BALO).At all General Shareholders’ Meetings, the voting right attached to theshares bearing beneficial rights shall be exercised by the beneficial owner.If the Board of Directors so decides at the time that the GeneralShareholders’ Meeting is called, the public broadcasting of the entireGeneral Shareholders’ Meeting by videoconference (visioconference)or all telecommunications and remote transmission means, includingInternet, shall be authorised. Where applicable, this decision shall becommunicated in the notice of meeting published in the French legalannouncements journal (Bulletin des Annonces Légales Obligatoires –BALO).Any shareholder may also, if the Board of Directors so decides at the timeof issuing the notice of General Shareholders’ Meeting, take part in thevote by videoconference (visioconference) or all telecommunications andremote transmission means, including Internet, subject to compliancewith the conditions set out in applicable legislation at the time of itsuse. If an electronic voting form is used, the shareholder’s signature maybe in the form of a secure digital signature or a reliable identificationprocess safeguarding the link with the document to which it is attachedand may consist, in particular, of a user identifier and a password. Whereapplicable, this decision shall be communicated in the notice of meetingpublished in the French legal announcements journal (Bulletin desAnnonces Légales Obligatoires – BALO).SECTION VISTATUTORY AUDITORSArticle 19At least two principal s tatutory a uditors and at least two deputy s tatutorya uditors shall be appointed by the General Shareholders’ Meeting for aterm of six financial years. Their term of office shall expire after approvalof the financial statements for the sixth financial year.82012 Registration document and annual financial report - BNP PARIBAS 431

8GENERALINFORMATIONFounding documents and Articles of associationSECTION VIISECTION VIIIANNUAL FINANCIAL STATEMENTSArticle 20The Company’s financial year shall start on January 1st and end onDecember 31.At the end of each financial year, the Board of Directors shall drawup annual financial statements and write a management report onthe Company’s financial position and its business activities during theprevious year.Article 21Net income for the year is composed of income for the year minus costs,depreciation, amortizations and impairment.The distributable profit is made up of the year’s profit, minus previouslosses as well as the sums to be allocated to the reserves in accordancewith French law, plus the profit carried forward.The General Shareholders’ Meeting is entitled to levy all sums fromthe distributable profit to allocate them to all optional, ordinary orextraordinary reserves or to carry them forward.The General Shareholders’ Meeting may also decide to distribute sumslevied from the reserves at its disposal.However, except in the event of a capital reduction, no amounts may bedistributed to the shareholders if the shareholders’ equity is, or wouldbecome following such distribution, lower than the amount of capital plusthe reserves which is not open to distribution pursuant to French law orthese Articles of Association.In accordance with the provisions of Article L.232-18 of the FrenchCommercial Code (Code de Commerce), a General Shareholders’ Meetingmay offer to the shareholders an option for the payment, in whole orin part, of dividends or interim dividends through the issuance of newshares in the Company.DISSOLUTIONArticle 22Should BNP PARIBAS be dissolved, the shareholders shall determine theform of liquidation, appoint the liquidators at the proposal of the Boardof Directors and, in general, take on all of the duties of the GeneralShareholders’ Meeting of a French Public Limited Company (sociétéanonyme) during the liquidation and until such time as it has beencompleted.SECTION IXDISPUTESArticle 23Any and all disputes that may arise during the life of BNP PARIBAS orduring its liquidation, either between the shareholders themselves orbetween the shareholders and BNP PARIBAS, pursuant to these Articlesof Association, shall be ruled on in accordance with French law andsubmitted to the courts having jurisdiction.84322012 Registration document and annual financial report - BNP PARIBAS

GENERAL INFORMATIONStatutory Auditors’ special report on related party agreements and commitments88.7 Statutory Auditors’ special report on re latedparty agreements and commitmentsAnnual General Meeting for the approval of the financial statements for the year ended 31 December 2012This is a free translation into English of the Statutory Auditors’ special report on related party agreements and commitments issued in French and isprovided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with,French law and professional auditing standards applicable in France.Deloitte & Associés185, avenue Charles de Gaulle92524 Neuilly-sur-Seine CedexPricewaterhouseCoopers Audit63, rue de Villiers92208 Neuilly-sur-Seine CedexMazars61, rue Henri Regnault92400 CourbevoieBNP Paribas16 boulevard des Italiens75009 ParisTo the Shareholders,In our capacity as Statutory Auditors of BNP Paribas, we hereby report to you on related party agreements and commitments.It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements andcommitments that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevanceor substance or identifying any undisclosed agreements or commitments. Under the provisions of article R.225-31 of the French Commercial Code(Code de commerce), it is the responsibility of shareholders to determine whether the agreements and commitments are appropriate and should beapproved.Where applicable, it is also our responsibility to provide shareholders with the information required by article R.225-31 of the French Commercial Codein relation to the implementation during the year of agreements and commitments already approved by the Annual General Meeting.We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements.These procedures consisted in verifying that the information given to us is consistent with the underlying documents.AGREEMENTS AND COMMITMENTS SUBMITTED FOR THE APPROVAL OF THE ANNUALGENERAL MEETINGAgreements and commitments authorised during the yearIn accordance with article L.225-40 of the French Commercial Code, we were informed of the following agreement authorised by the Board of Directors.■ Agreement between BNP Paribas and Jean-Laurent Bonnafé regarding the termination of Jean-Laurent Bonnafé’s employment contract (authorisedby the Board of Directors on 14 December 2012)8Director concerned:Jean-Laurent Bonnafé, DirectorChief Executive Officer of BNP ParibasJean-Laurent Bonnafé entered into an agreement on 25 January 2013 providing for the termination of his employment contract.In the event of termination of Jean-Laurent Bonnafé’s duties as Chief Executive Officer, this agreement provides for the following provisions:2012 Registration document and annual financial report - BNP PARIBAS 433

8GENERALINFORMATIONStatutory Auditors’ special report on related party agreements and commitments1. Jean-Laurent Bonnafé will receive no termination benefits:■■■in the event of serious misconduct or wilful misconduct,in the event the performance conditions listed in paragraph 2 are not met, orin the event he decides to voluntarily leave his position as Chief Executive Officer.2. If the termination of Jean-Laurent Bonnafé’s duties occur under conditions not listed in paragraph 1, he will receive a conditional indemnity calculatedas follows:(a) if, during at least two of the last three years preceding the termination of his duties as Chief Executive Officer, Jean-Laurent Bonnafé has fulfilledat least 80% of the quantitative objectives set by the Board of Directors to determine his variable compensation, the reference for the calculationof his indemnity will be equal to two years of his last fixed salary and target variable compensation prior to termination;(b) in the event the success rate specified in paragraph 2(a) is not met but the Company reports a positive netincome attributable to equity holders for two of the last three years preceding the termination of his duties,Jean-Laurent Bonnafé will receive an indemnity equal to two years of his compensation for 2011.3. In the event of the termination of Jean-Laurent Bonnafé’s duties during the year preceding the date on which he will have the possibility to retire,the indemnity due:■■will be limited to half the indemnity specified above, andwill be subject to the same conditions.AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE ANNUAL GENERALMEETINGAgreements and commitments approved in previous years which were implemented during the yearPursuant to article R.225-30 of the French Commercial Code, we were informed that the following agreements and commitment, approved in previousyears by the Annual General Meeting, were implemented during the year.■ Agreement setting out relations with AXA (approved by the meeting of the Board of Directors on 30 July 2010)Director concerned:Michel Pébereau, Director of AXAHonorary Chairman – Director of BNP ParibasAt its meeting on 30 July 2010, the Board of Directors of BNP Paribas authorised the signing of an agreement (referred to herein as “the Agreement”)between AXA and BNP Paribas. The nature, purpose and main terms and conditions of the Agreement are described below.The Agreement entered into on 5 August 2010 between AXA (acting on its own behalf and on behalf of the AXA group) and BNP Paribas (acting on itsown behalf and on behalf of the BNP Paribas Group) came into force at the date of its signature and replaced as of that date the previous agreemententered into on 15 December 2005 which was previously disclosed to the shareholders.The Agreement provides for a mutual obligation to inform the other party in the event of a change in the cross-holdings between the groups.8Under the Agreement, each party also has a call option on the other’s shareholding, exercisable in the event of a hostile takeover of either party. In theevent of a hostile takeover of BNP Paribas by a third party, the AXA group will have the option to buy back all or a portion of the interest still held bythe BNP Paribas Group in AXA at the date on which the call option is exercised.Similarly, in the event of a hostile takeover of AXA by a third party, the BNP Paribas Group will have an identical call option on the interest held by theAXA group in BNP Paribas.The Agreement is entered into for an initial term of three years as from its entry in force on 5 August 2010. It is automatically renewable for consecutiveperiods of one year, unless express notice of termination is given by one of the parties at least three months in advance of its expiry date.The Agreement was announced by the French financial markets authority (Autorité des marchés financiers – AMF) on 9 August 2010.4342012 Registration document and annual financial report - BNP PARIBAS

GENERAL INFORMATIONStatutory Auditors’ special report on related party agreements and commitments8■ Agreement between BNP Paribas and Baudouin Prot regarding the termination of Baudouin Prot’s employment contract (authorised by the Board ofDirectors on 3 May 2011)Director concerned:Baudouin Prot, DirectorChairman of the Board of Directors of BNP ParibasIn compliance with the AFEP-MEDEF Corporate Governance Code, BNP Paribas and Baudouin Prot entered into an agreement on 6 May 2011 providingfor the termination of his employment contract.This termination will lead to the loss of his entitlement to any retirement bonus payable pursuant to the company-wide agreements in force. Under theterms of this agreement, and provided that Baudouin Prot leaves BNP Paribas for retirement, BNP Paribas undertakes to pay Baudouin Prot compensationof EUR 150,000 on the date of his departure. This amount corresponds to the retirement bonus that he would have received under the aforementionedagreements if he had been an employee of BNP Paribas until retirement.■ Commitment between BNP Paribas and Michel Pébereau regarding the means made available to him as newly appointed Honorary Chairman(authorised by the Board of Directors on 1 December 2011)Director concerned:Michel Pébereau, DirectorHonorary Chairman – Director of BNP ParibasAt its meeting on 1 December 2011, the Board of Directors of BNP Paribas authorised the Company to provide Michel Pébereau, as Honorary Chairman,with an office, a chauffeured car, and the secretarial resources necessary for the duties that he will perform at the request of Executive Managementand in the interests of BNP Paribas Group.Neuilly-sur-Seine and Courbevoie, 8 March 2013Deloitte & AssociésDamien LeurentThe Statutory AuditorsPricewaterhouseCoopers AuditEtienne BorisMazarsHervé Hélias82012 Registration document and annual financial report - BNP PARIBAS 435

8GENERALINFORMATIONStatutory Auditors’ special report on related party agreements and commitments84362012 Registration document and annual financial report - BNP PARIBAS

9 STATUTORY AUDITORS9.1 Statutory Auditors 4382012 Registration document and annual financial report - BNP PARIBAS 437

9STATUTORYAUDITORSStatutory Auditors9.1 Statutory AuditorsDeloitte & Associés185, avenue Charles de Gaulle92524 Neuilly-sur-Seine CedexPricewaterhouseCoopers Audit63, rue de Villiers92208 Neuilly-sur-Seine CedexMazars61, rue Henri Regnault92400 Courbevoie■ Deloitte & Associés was re-appointed as Statutory Auditor at the Annual General Meeting of 23 May 2012 for a six-year period expiring at the close ofthe Annual General Meeting called in 2018 to approve the financial statements for the year ending 31 December 2017. The firm was first appointedat the Annual General Meeting of 23 May 2006.Deloitte & Associés is represented by Damien Leurent.Deputy:Société BEAS, 195, avenue Charles de Gaulle, Neuilly-sur-Seine (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 23 May 2012 for a six-year period expiringat the close of the Annual General Meeting called in 2018 to approve the financial statements for the year ending 31 December 2017. The firm wasfirst appointed at the Annual General Meeting of 26 May 1994.PricewaterhouseCoopers Audit is represented by Etienne Boris.Deputy:Anik Chaumartin, 63, rue de Villiers, Neuilly-sur-Seine (92), France.■ Mazars was re-appointed as Statutory Auditor at the Annual General Meeting of 23 May 2012 for a six-year period expiring at the close of the AnnualGeneral Meeting called in 2018 to approve the financial statements for the year ending 31 December 2017. The firm was first appointed at the AnnualGeneral Meeting of 23 May 2000.Mazars is represented by Hervé Hélias.Deputy:Michel Barbet-Massin, 61, rue Henri Regnault, Courbevoie (92), France.Deloitte & Associés, PricewaterhouseCoopers, and Mazars are registered as Statutory Auditors with the Versailles Regional Association of StatutoryAuditors, under the authority of the French National Accounting Oversight Board (Haut Conseil du Commissariat aux comptes).94382012 Registration document and annual financial report - BNP PARIBAS

10PERSON RESPONSIBLEFOR THE REGISTRATION DOCUMENT10.1 Person responsible for the Registration documentand the annual financial report 44010.2 Statement by the person responsible for the Registration document 4402012 Registration document and annual financial report - BNP PARIBAS 439

10PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENTPerson responsible for the Registration document and the annual financial report10.1 Person responsible for the Registrationdocument and the annual financial reportJean-Laurent BONNAFÉ, Chief Executive Officer of BNP Paribas.10.2 Statement by the person responsiblefor the Registration documentI hereby declare that to the best of my knowledge, and having taken all reasonable precautions, the information contained in the Registration documentis in accordance with the facts and contains no omission likely to affect its import.I further declare that to the best of my knowledge, the accounts are prepared in accordance with applicable accounting standards and give a true andfair view of the assets, liabilities, financial position, and profit or loss of the Company and all the undertakings in the consolidation taken as a whole, andthat the information provided in the management report (whose contents are listed in the Table of Concordance on page 443) includes a fair review ofthe development and performance of the business, profit or loss and financial position of the Company and the undertakings in the consolidation takenas a whole, together with a description of the principal risks and uncertainties that they face.I obtained a statement from the Statutory Auditors, Deloitte & Associés, PricewaterhouseCoopers Audit, and Mazars, at the end of their assignment, inwhich they confirm having verified the information regarding the financial position and the accounts contained herewithin, and having examined theentire Registration document.The Statutory Auditors’ report on the financial statements for the year ended 31 December 2010 presented in the Registration document filed with theAMF under visa no. D11-0116 is given on pages 335–336 and contains an observation.Paris, 8 March 2013Chief Executive OfficerJean-Laurent BONNAFÉ104402012 Registration document and annual financial report - BNP PARIBAS

11 TABLE OF CONCORDANCEIn order to assist readers of the Registration document, the following table of concordance cross-references the main headings required by Annex 1of European Commission Regulation (EC) No. 809/2004 pursuant to the “Prospectus” directive.Headings as listed by Annex 1 of European Commission Regulation (EC) No. 809/2004Page number1. Persons responsible 4402. Statutory Auditors 4383. Selected financial information3.1. Historical financial information 43.2. Financial information for interim periods n/a4. Risk factors 219-3215. Information about the issuer5.1. History and development of the issuer 55.2. Investments 196-197; 372; 4276. Business overview6.1. Principal activities 6-14; 130-1336.2. Principal markets 6-14; 130-1336.3. Exceptional events 14; 88; 1966.4. Possible dependency 4266.5. Basis for any statements made by the issuer regarding its competitive position 6-147. Organisational structure7.1. Brief description 47.2. List of significant subsidiaries 187-194; 369-3718. Property, plant, and equipment8.1. Existing or planned material tangible fixed assets 158-159; 3528.2. Environmental issues that may affect the issuer’s utilisation of the tangible fixed assets 418-4199. Operating and financial review9.1. Financial situation 104-106; 334-3359.2. Operating results 104-105; 33410. Capital resources10.1. Issuer’s capital resources 108-10910.2. Sources and amounts of cash flows 10710.3. Borrowing requirements and funding structure 100; 209-210Information regarding any restrictions on the use of capital resources that have materially10.4 affected, or could materially affect, the issuer’s operationsn/a10.5. Anticipated sources of funds n/a2012 Registration document and annual financial report - BNP PARIBAS 441

11TABLE OF CONCORDANCEHeadings as listed by Annex 1 of European Commission Regulation (EC) No. 809/2004Page number11. Research and development, patents, and licences n/a12. Trend information 98-9913. Profit forecasts or estimates n/a14. Administrative, management, and supervisory bodies, and senior management14.1. Administrative and management bodies 30-43; 7414.2. Administrative and management bodies’ conflicts of interest 48; 197-20715. Remuneration and benefits15.1. Amount of remuneration paid and benefits in kind granted 43; 197-20715.2.Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement,or similar benefits 197-20716. Board practices16.1. Date of expiry of the current terms of office 30-4316.2. Information about members of the administrative bodies’ service contracts with the issuer n/a16.3. Information about the Audit Committee and Remuneration Committee 54-57; 60-6216.4. Corporate governance regime in force in the issuer’s country of incorporation 4517. Employees17.1. Number of employees 390-391; 393 ; 39517.2. Shareholdings and stock options 172-177; 197-207; 40217.3. Description of any arrangements for involving the employees in the capital of the issuer 40118. Major shareholders18.1. Shareholders owning more than 5% of the issuer’s capital or voting rights 15-1618.2. Existence of different voting rights 1518.3. Control of the issuer 15-16Description of any arrangements, known to the issuer, the operation of which may at a subsequent18.4. date result in a change of Control of the issuer 1619. Related party transactions 197-208 ; 433-435Financial information concerning the issuer’s assets and liabilities, financial position, and profits20. and losses20.1. Historical financial information 4; 104-213; 334-37220.2. Pro forma financial information n/a20.3. Financial statements 104-213; 334-36720.4. Auditing of historical annual financial information 214-215; 373-37420.5. Age of latest financial information 104; 33320.6. Interim and other financial information n/a20.7. Dividend policy 2420.8. Legal and arbitration proceedings 211-21220.9. Significant change in the issuer’s financial or trading position 42721. Additional information21.1. Share capital 15; 178-186; 354-356;360-364; 42821.2. Memorandum and Articles of association 428-43222. Material contracts 42623. Third party information and statement by experts and declarations of interest n/a24. Documents on display 42625. Information on holdings 157-158; 187-194 ; 369-3714422012 Registration document and annual financial report - BNP PARIBAS

TABLE OF CONCORDANCE11In 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 reportPage numberStatement by the person responsible for the Registration document 440Management report■ Review of the parent company’s and consolidated group’s profit or loss, financial position, risks, and shareissue authorisations (articles L.225-100 and L.225-100-2 of the French Commercial Code )■ Information about items that could affect a public offer, as required by article L.225-100-3 of the FrenchCommercial Code76-97; 178-186; 219-331;351; 360-364■ Information about share buybacks (article L.225-211, paragraph 2, of the French Commercial Code ) 182-183Financial statements■ Parent company financial statements 333-367■ Statutory Auditors’ report on the financial statements 373-374■ Consolidated financial statements 101-213■ Statutory Auditors’ report on the consolidated financial statements 214-215n/aPursuant to article 28 of European Commission Regulation (EC)no. 809/2004 on prospectuses, the following items are incorporatedby reference:■ the consolidated financial statements for the year ended31 December 2011 and the Statutory Auditors’ report on theconsolidated financial statements for the same period, presentedrespectively on pages 99–205 and 206-207 of Registration documentno. D12-0145 filed with the AMF on 9 March 2012;■ the consolidated financial statements for the year ended31 December 2010 and the Statutory Auditors’ report on theconsolidated financial statements for the same period, presentedrespectively on pages 101–253 and 254-255 of Registration documentno. D11-0116 filed with the AMF on 11 March 2011.The chapters of Registration documents nos. D12-0145 and D11-0116 notreferred to above are either not significant for investors or are coveredin another section of this Registration document.2012 Registration document and annual financial report - BNP PARIBAS 443

HEAD OFFICE16, boulevard des Italiens - 75009 Paris (France)Tel: +33 (0)1 40 14 45 46Paris trade and company register - RCS Paris 662 042 449Société Anonyme (Public Limited Company)with capital of EUR 2,484,523,922SHAREHOLDERS' RELATIONSTel: +33 (0)1 42 98 21 61 / +33 (0)1 40 14 63 58www.bnpparibas.comRef. B2DR13.03

2012 Registration document and annual financial report - BNP Paribas

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