2010 REGISTRATION DOCUMENT AND FULL-YEAR FINANCIAL REPORT

Transcription

1 P SOMMAIRE 2010 REGISTRATION DOCUMENT AND FULL-YEAR FINANCIAL REPORT

2 Table of contents 1 PRESENTATION 2 CORPORATE 3 RISK 4 GROUPE OF GROUPE BPCE Profile History of the Group Organization of Groupe BPCE Key figures Structure of Groupe BPCE Groupe BPCE s strategic plan and its progress The Group s businesses 19 GOVERNANCE Chairman s report on the work of the Supervisory Board and on the internal control and risk management procedures for the year ended December 31, Management and Supervisory Bodies 68 MANAGEMENT Pillar III Legal risks Financial Stability Forum recommendations concerning financial transparency Risks relating to the BPCE guarantee for Natixis concerning part of GAPC Risks relating to the management of the proprietary activities of the former Caisse Nationale des Caisses d Epargne (CNCE) Technical insurance risks 157 BPCE MANAGEMENT REPORT Preamble Significant events of Groupe BPCE financial data BPCE SA group financial data Recent developments and outlook SOCIAL 7 GENERAL 8 PERSON 9 CROSS-REFERENCE AND ENVIRONMENTAL INFORMATION Groupe BPCE s human resources policy NRE Appendices Labor information Groupe BPCE s commitment to sustainable development NRE Appendices Environmental information 375 INFORMATION General information Share capital Biographies Material contracts Investments Trends Dependency Significant changes Statutory Auditors special report on related-party agreements and commitments Temporary contributions of capital by the French State Persons responsible for auditing the financial statements Information officer Documents on display Financial calendar 421 RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND FOR THE ANNUAL FINANCIAL REPORT 423 TABLE FINANCIAL REPORT IFRS consolidated financial statements of Groupe BPCE at 12/31/ IFRS Consolidated financial statements of the BPCE SA group at December 31, Parent company financial statements 314

3 2010 Registration document and full-year fi nancial report The English version of this report is a free translation from the original which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, in matters of interpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation. In application of its general regulations, and particularly article , the Autorité des marchés financiers (AMF) filed this registration document on 12/04/2011 under number R This document can only be used to support a financial transaction if it is accompanied by a prospectus duly approved by the AMF. It was produced by the issuer and is binding upon all of its signatories. In accordance with the provisions of article L I of the French Monetary and Financial Code, the document was filed after the AMF had checked that it was complete and comprehensible and that the information that it contains is consistent. This does include authentication by the AMF of the document s accounting and financial components Registration document 1

4 Registration document

5 1 PRESENTATION OF GROUPE BPCE 1.1 Profile History of the Group Organization of Groupe BPCE The Banque Populaire banks and the Caisses d Epargne BPCE: the central institution of Groupe BPCE Scopes of Groupe BPCE and BPCE SA group Key figures Groupe BPCE 10 BPCE SA group Structure of Groupe BPCE The main subsidiaries of BPCE, the central institution Groupe BPCE s strategic plan and its progress The Group s businesses Commercial Banking and Insurance The corporate, investment and financial services arm of Groupe BPCE Equity Interests Registration document 3

6 PRESENTATION OF GROUPE BPCE 1 Profile 1.1 Profile Groupe BPCE is France s second-largest banking group (1), with 36 million customers, 8 million cooperative shareholders, 8,000 branches and 125,000 employees. Comprising the Banque Populaire and Caisse d Epargne networks, as well as expert subsidiaries specialized in their respective fields of activity, it is active in all areas of commercial banking and insurance, offering solutions in corporate, investment and financial services. Its full-service banking model is based on a three-tier architecture: the two cooperative networks, namely 20 Banque Populaire banks and 17 Caisses d Epargne, central players in their respective regions; BPCE, the central institution, responsible for the Group s strategy, control and coordination; the BPCE subsidiaries, including Natixis, a publicly listed company and part of the CAC 40 index, Crédit Foncier de France, Banque Palatine, BPCE International et Outre-mer. In addition, all credit institutions affiliated to BPCE benefit from a guarantee and solidarity mechanism. The scope of affiliated entities is mainly comprised of the Banque Populaire and Caisse d Epargne networks as well as Natixis. The consolidation scope is outlined in detail on page 7. (1) No. 2 in number of branches (source: database, banks websites), No. 2 in market share for customer deposits and lending (source: Banque de France), No. 2 in terms of penetration rate with professionals and individual entrepreneurs (source: Pepites CSA poll) Registration document

7 PRESENTATION OF GROUPE BPCE History of the Group History of the Group The paths of the Caisses d Epargne and the Banque Populaire banks have crossed many times for more than a century. The two networks share the same values of humanism and cooperation. In their capacity as complementary cooperative banking institutions, boasting deep roots in their respective regions, they share the same commitment to serving regional and local development. In 1818, the first Caisse d Epargne was founded in Paris to promote, collect and manage popular savings. Recognized as private establishments with public utility in 1835, the Caisses d Epargne have pursued missions of general public interest since In 1950, they gained the status of notfor-profit credit institutions. In 1999, they became cooperative banks. Since then, Groupe Caisse d Epargne has embarked upon a multi-brand strategy. Creations, acquisitions: it branched out into real estate with Crédit Foncier in 1999, corporate customers with Banque Palatine (ex-banque Sanpaolo) in 2003, and investment banking with the acquisition of Ixis the following year. In 2007, with its acquisition of Nexity, it became a fully-fledged operator in the real estate sector. In 1878, the first Banque Populaire bank was created in Angers, by and for entrepreneurs, with a view to pooling funds to allow them to finance their projects themselves. Their cooperative status was established in At the service of craftsmen, small retailers and SMEs, the Banque Populaire banks rapidly became major players in their regional economies, and opened their services to individual customers in In 1998, the acquisition of Natexis provided Groupe Banque Populaire with a publicly listed vehicle. Pursuing its development, the Group invested in the Real Estate services sector with Foncia in 2007, and strengthened its presence in the heart of France s regions by acquiring seven of HSBC France s regional banks in In 2006, Groupe Banque Populaire and Groupe Caisse d Epargne took the first step towards each other, with the creation of their jointly owned subsidiary, Natixis. On July 31, 2009, they came together, giving rise to Groupe BPCE Registration document 5

8 1 Organization PRESENTATION OF GROUPE BPCE of Groupe BPCE 1.3 Organization of Groupe BPCE The Banque Populaire banks and the Caisses d Epargne The Group has a distinctly cooperative character, with cooperative shareholders owning the Banque Populaire banks and the Caisses d Epargne, the two networks that form the foundations of the Group s retail-banking operations. The Banque Populaire banks and the Caisses d Epargne are credit institutions. Their governance comprises a Board of Directors for the Banque Populaire banks, and Supervisory and Management Boards for the Caisses d Epargne. The Banque Populaire banks are 80% owned by their cooperative shareholders and 20% by Natixis, via the Cooperative Investment Certificates (CIC). Shareholders are individuals (including Banque Populaire banks employees) and legal entities. The customer shareholder takes part in the life, ambitions and development of his/her bank. Shareholder relations are managed at two levels: locally through the initiatives of a Banque Populaire bank as well as nationally through those of the Fédération Nationale des Banques Populaires. The Shareholders meeting serves as an auspicious time for shareholders to weigh in on their Banque Populaire bank. The capital of the Caisses d Epargne is 80% owned by the local savings companies (LSC) and 20% by Natixis, via the CICs. The LSCs are cooperative companies with open-ended capital stock wholly owned by cooperative shareholders. Any natural or legal entity that is a customer of a Caisse d Epargne may acquire members shares in a local savings company, thereby becoming a cooperative shareholder. Caisses d Epargne employees are also entitled to become cooperative shareholders. Lastly, local and regional authorities, and French inter-municipal cooperation bodies (Établissements publics de coopération intercommunale) within the local savings company s territorial constituency are also entitled to become cooperative shareholders, but their shareholdings, taken together, may not exceed 20% of the capital of a given local savings company. The local savings companies are tasked with coordinating the cooperative shareholder base, within the framework of the general objectives defined by the individual Caisse d Epargne to which they are affiliated. Local savings companies hold shareholders meetings at least once a year in order to approve the annual accounts, and are governed by a Board of Directors elected by the Shareholders Meeting from among the cooperative shareholders. The Board of Directors appoints a Chairman, who is responsible for representing the local savings company at the Annual Shareholders Meeting of the Caisse d Epargne to which it is affiliated. Local savings companies are not authorized to carry out banking business. The CICs are securities that do not carry voting rights, but which represent economic rights attached to shares of capital. Their owner, Natixis, is entitled to receive remuneration set by the Annual Shareholders Meeting of each Banque Populaire bank and Caisse d Epargne, the amount of which depends on that bank s results for the year. It also benefits from rights to net assets in proportion to its interest in the bank s capital Registration document

9 PRESENTATION OF GROUPE BPCE Organization of Groupe BPCE BPCE: the central institution of Groupe BPCE BPCE, founded by a law dated June 18, 2009, is the central institution of Groupe BPCE, a cooperative banking group. As such, it represents the credit institutions that are affiliated to it. The affiliated institutions, within the meaning of article of the French Monetary and Financial Code, are: the Banque Populaire network, comprising 20 Banque Populaire banks and 60 mutual guarantee companies, whose sole corporate purpose is to guarantee loans issued by the Banque Populaire banks; the Caisse d Epargne network, comprising 17 Caisses d Epargne et de Prévoyance and 276 LSCs; Natixis, Société Centrale de Crédit Maritime Mutuel and the six Caisses Régionales du Crédit Maritime Mutuel, Banque BCP, Banque Fiducial, Banque de la Réunion, Banque de Tahiti; Banque de Nouvelle-Calédonie, Banque des Antilles Françaises, Banque Palatine, Crédit Foncier de France, Compagnie de Financement Foncier, Locindus, Cicobail, Cinergie; Société Centrale pour le Financement de l Immobilier (SOCFIM), BPCE International et Outre-mer, Banque de Saint Pierre et Miquelon, Batimap, Batiroc-Bretagne Pays-de- Loire, Capitole Finance-Tofinso, Comptoir Financier de Garantie, Océor Lease Nouméa, Océor Lease Réunion, Océor Lease Tahiti, Sud Ouest Bail, Expanso- Société pour le développement régional. BUSINESS ACTIVITIES The company s role is to provide guidelines and promote the business and expansion of the Group, comprising the Caisse d Epargne et de Prévoyance network and the Banque Populaire network, the affiliated entities and, more generally, the other entities under its control. The purpose of the company is: to be the central institution for the Banque Populaire network and the Caisse d Epargne network and the affiliated entities, as provided for by the French Monetary and Financial Code. Pursuant to Articles L et seq. and Article L of the French Monetary and Financial Code, it is responsible for: - defining the Group s policy and strategic guidelines as well as those of each of its constituent networks, - coordinating the sales policies of each of its networks and taking all measures necessary to the Group s development, including acquiring or holding strategic equity investments, - representing the Group and each of its networks to assert its shared rights and interests, including before industry bodies, as well as negotiating and entering into national and international agreements, - representing the Group and each of its networks as an employer to assert its shared rights and interests, as well as negotiating and entering into collective industry-wide agreements, - taking all measures necessary to guarantee the liquidity of the Group and each of its networks, and as such to determine rules for managing the Group s liquidity, including by defining the principles and terms and conditions of investment and the management of the cash flows of the entities that constitute it and the conditions under which these entities may carry out transactions with other banks or investment companies, carrying out securitization transactions or issuing financial instruments, and performing any financial transaction necessary to liquidity management, - taking all measures necessary to guarantee the solvency of the Group and each of its networks, including implementing the appropriate Group internal financing mechanisms and setting up a mutual guarantee fund shared by both networks, of which it determines the working rules, the terms and conditions for intervening, in addition to the funds provided for in Articles L and L , as well as the contributions of affiliates for its initial allocation and reconstitution, - defining the principles and conditions for organizing the internal control mechanism for the Group and each of its networks, as well as assuming the control of the organization, management and quality of the financial position of affiliated entities, including through onsite checks in connection with the scope of intervention defined in paragraph 4 of Article L , - defining risk-management policies and principles and the limits thereof for the Group and each of its networks, and ensuring its continuous supervision on a consolidated basis, - approving the by-laws of affiliated entities and local savings companies, as well as any changes that must be made to them, - approving the persons called upon, in accordance with Article L , to determine the effective business orientation of its affiliated entities, - requesting the contributions required to perform its duties as a central institution, - ensuring that the Caisse d Epargne duly fulfills the assignments provided for in Article L ; to be a credit institution, officially approved as a bank. On this basis, it performs, both in France and other countries, the prerogatives granted to banks by the French Monetary and Financial Code, and provides the investment services provided for in Articles L and L of the abovementioned Code; it is the central banking, financial and technical organization of the network and more generally the Group; to act as an insurance intermediary, in accordance with the regulations in force; to act as an intermediary for real estate transactions, in accordance with the regulations in force; acquiring stakes, both in France and abroad, in any French or foreign companies, groups or associations with similar purposes to those listed above or with a view to the Group s expansion, and more generally, undertaking any transactions relating directly or indirectly to these purposes that are liable to facilitate the achievement of the company s purposes or its expansion Registration document 7

10 1 Organization PRESENTATION OF GROUPE BPCE of Groupe BPCE DIVIDEND POLICY In 2010 The Combined Shareholders Meeting of BPCE on May 28, 2010 voted for and approved the amount of the dividend payable on A, B and C category shares. The amount was calculated on the basis of the number of shares outstanding on the date of the Shareholders Meeting. The dividend was paid on the same date. Shares A category Caisses d Epargne B category Banques Populaires C category Dividend 0.01 euro 0.01 euro euros Number of shares 12,996,744 12,996,744 6,433,653 TOTAL 129, EUROS 129, EUROS 105,379, EUROS The description of the various share categories is set out on pages 398 to 400 of this document. In 2009 In 2009 BPCE did not make any dividend payment to its two parent networks (Banque Populaire banks and Caisses d Epargne). They received a dividend for 2008 from their former central body, Banque Fédérale des Banques Populaires (BFBP) for Banque Populaire banks and Caisse Nationale des Caisses d Epargne (CNCE) for the Caisses d Epargne. The Banque Populaire banks For 2008, the Banque Populaire banks received a dividend of 2.41 per share. This payment was made in two interim installments for a total amount of 88,665, in 2008, i.e. a dividend of The remaining 162,375, ( 1.56 per share) was paid in the second quarter of The Caisses d Epargne For 2008, the Caisses d Epargne received a dividend of 183 million paid to the owners of ordinary and preferred shares. This payment, made in the first half of 2009, broke down as follows: 129 million to owners of the 15,990,000 preferred shares, i.e. a dividend of 8.062; 54 million to owners of the 527,392,661 ordinary shares, i.e. a dividend of Dividends totaling 13 million were paid on the repurchase of 6,988,376 preferred shares on July 31, As such, the total dividend payment to the Caisses d Epargne amounted to 196 million. GCE NAO, a company that had no prior business but which received assets from BFBP and CNCE to found BPCE, did not make any dividend payment for the previous years Registration document

11 PRESENTATION OF GROUPE BPCE Organization of Groupe BPCE Scopes of Groupe BPCE and BPCE SA group The scopes of consolidation of the two groups, built around the central institution, are described in the following chart. Groupe BPCE represents the Banque Populaire banks, the Caisses d Epargne, their respective subsidiaries, BPCE and its subsidiaries. BPCE SA group represents BPCE and its subsidiaries. The main difference bears on the contribution of the parent companies to the results of BPCE SA group, visible only on the share of income of associates line, via the CICs held by Natixis. The CICs account for 20% of the share capital of the Banque Populaire banks and the Caisses d Epargne. Cooperative shareholders Cooperative shareholders Local Savings Companies Banque Populaire banks and subsidiaries Caisses d'épargne and subsidiaries Groupe BPCE BPCE BPCE financial statements BPCE SA group Subsidiaries 2010 Registration document 9

12 1 Key PRESENTATION OF GROUPE BPCE figures Key figures 2010 Groupe BPCE SUMMARIZED INCOME STATEMENT in millions of euros Net banking income 23,359 21,227 16,096 Gross operating income 7,302 4,868 (241) Operating income 5, (3,387) Net income attributable to equity holders of the parent 3, (1,847) BUSINESS in billions of euros 12/31/ /31/ /31/2008 Balance sheet total 1, , ,143.7 Banque Populaire and Caisse d Epargne networks Banque Populaire network Customer loans Customer deposits Financial savings Caisse d Epargne network Customer loans Customer deposits Financial savings FINANCIAL STRUCTURE in billions of euros 12/31/ /31/ /30/2009 Equity attributable to the parent company Tier-1 capital Tier-1 ratio * 10.1% 9.1% 8.6% Core Tier-1 capital Core Tier-1 ratio * 8.1% 6.9% 6.4% Capital adequacy ratio * 11.6% 10.9% 10.6% 2008: pro-forma data * Ratios calculated according to Basel II rules. Please refer to Chapter 3.1 Risk Management / Pillar III. Pro forma full repayment of the French government: the core Tier-1 ratio amounted to 8%, Tier-1 ratio to 9.7% (excluding the floor effect) and the solvency ratio to 11.2% (excluding the floor effect) Registration document

13 PRESENTATION OF GROUPE BPCE Key figures BREAKDOWN OF NET BANKING INCOME AND NET INCOME BY BUSINESS NET BANKING INCOME NET INCOME 65% Commercial Banking and Insurance 25% Coporate and Investment Banking, Investment Solutions and Specialized Financial Services 10% Equity Interests 73% Commercial Banking and Insurance 25% Coporate and Investment Banking, Investment Solutions and Specialized Financial Services 2% Equity Interests BPCE SA group SUMMARIZED INCOME STATEMENT in millions of euros Net banking income 9,267 6,501 4,012 Gross operating income 2, (1,930) Operating income 1,833 (1,969) (3,814) Net income attributable to equity holders of the parent 1,565 (69) (1,796) FINANCIAL STRUCTURE in billions of euros 12/31/ /31/ /30/2009 Equity attributable to the parent company Tier-1 capital Tier-1 ratio 10.0% 9.7% 9.3% Capital adequacy ratio 12.1% 11.9% 12.8% 2008 : pro-forma data Credit ratings (as of 03/31/2011) Long term Short term Outlook Standard and Poor s A+ A-1 Stable Moody s Aa3 P-1 Stable Fitch Ratings A+ F1+ Stable The ratings concern BPCE and also apply to Groupe BPCE Registration document 11

14 1 Structure PRESENTATION OF GROUPE BPCE of Groupe BPCE 1.5 Structure of Groupe BPCE AS AT DECEMBER 31, 2010 Groupe BPCE 8 million cooperative shareholders 80% 80% (1) 20 Banque Populaire banks 50% 50% 17 Caisses d'epargne CCI (2) 20% BPCE, central institution 71.5% NATIXIS CCI (2) 20% 28.5% Commercial Banking and Insurance CIB, Investment Solutions and Specialized Financial Services Groupe BPCE s current financial structure is different to that of December 31, 2009, as set out on page 9 of 2009 Registration document and full-year financial report to the AMF on May 10, 2010 under N R The change stems from the merger of the Banques Populaires Participations (BP Participations) and Caisses d Epargne Participations (CE Participations) holding companies on August 5, 2010, and their absorption by BPCE. These two entities housed assets that were not initially contributed to the central institution when Groupe BPCE was founded. Each of them had interests in companies belonging (1) Indirectly through Local Savings Companies. (2) CICs: Cooperative Investment Certificates (ecnomic interests, no voting rights). (3) Via CE Holding Promotion. to the former Groupe Banque Populaire for BP Participations and the former Groupe Caisse d Epargne for CE Participations. Henceforth, these companies will be owned directly by BPCE or, for certain CE Participations assets, by the Caisses d Epargne via a holding company known as CE Holding Promotion. The structure of BPCE s capital is set out in chapter 7, on page Registration document

15 PRESENTATION OF GROUPE BPCE Structure of Groupe BPCE The main subsidiaries of BPCE, the central institution BPCE ASSURANCES BPCE Assurances, formerly known as GCE Assurances, is Groupe BPCE s non-life insurance subsidiary, serving the Caisse d Epargne network and Crédit Foncier. BPCE Assurances has developed a range of non-life insurance products: car insurance, home insurance, personal accident insurance and legal protection. Non-life insurance and para-banking activities were merged in January 2008, allowing BPCE Assurances to cover all areas of the non-life insurance market, as well as health insurance. KEY FIGURES in millions of euros Insurance gross margin Operating income Net income CNP ASSURANCES Founded over 150 years ago, Caisse Nationale de Prévoyance (CNP) specializes in the field of personal insurance. Leader in its field, CNP is focused on the three main segments of the personal insurance market: savings, retirement and provident insurance. It offers a full range of products and services tailored to market needs. In terms of distribution, its strategy is based on partnerships with major French institutions such as La Poste and the Caisses d Epargne for personal insurance and over 200 financial institutions for collective insurance. Since 2004, it has had its own network of financial advisors, known as CNP Trésor. CNP Assurances is listed on the Eurolist market of Euronext Paris (compartment A) (Ticker: CNP, Isin: FR ). CNP Assurances annual and interim financial statements are available on the Financial Information page of KEY FIGURES in millions of euros Premium income 32,315 32,586 28,322 EBIT 1,911 1,756 2,369 Net income 1,050 1, RATINGS At 03/31/2011 Financial strength rating Outlook Standard and Poor s AA- Stable 2010 Registration document 13

16 1 Structure PRESENTATION OF GROUPE BPCE of Groupe BPCE CRÉDIT FONCIER DE FRANCE Founded in 1852, Crédit Foncier de France is a major name in real estate financing. Its business is focused on individuals, real-estate professionals, institutions and providers of Social Housing. For individuals, its expertise in subsidized loans, combined with a wide range of credit solutions, allows it to offer customized packages. The Group s upstream involvement in legislative reform helps it satisfy emerging expectations. It also offers a range of services such as estimates and technical appraisals. For real-estate professionals, it offers its financial-engineering capabilities and real-estate expertise via a range of dedicated products. For institutions and providers of Social Housing, it is a long-term partner, providing financing solutions and technical support within their investment policy. Crédit Foncier de France s registration document and updates thereof are available on the AMF website, at KEY FIGURES in millions of euros Net banking income ,037 Gross operating income Operating income Net income RATINGS OF COMPAGNIE DE FINANCEMENT FONCIER (1) At 03/31/2011 Covered bonds Outlook Standard and Poor s AAA Stable Moody s Aaa Stable Fitch Ratings AAA Stable (1) Compagnie de Financement Foncier provides refinancing for Crédit Foncier, which it wholly owns. BANQUE PALATINE Banque Palatine s business is focused on companies, via a nationwide network of branches. SMEs and large corporates are its focus. The implementation of a comprehensive approach to the business relationship has prompted the development of a wealth-management offering aimed at business owners. An appropriate model has been adopted to allow all areas of the bank to work together in order to satisfy the aspirations of owners and their companies. This entails covering all the business services necessary for the company s development, and a full range of wealth-management services aimed at boosting owners personal wealth. KEY FIGURES in millions of euros Net banking income Gross operating income Operating income Net income attributable to equity holders of the parent RATINGS At 03/31/2011 Long term Short term Outlook Moody s Aa3 P-1 Stable Fitch Ratings A+ F1+ Stable Registration document

17 PRESENTATION OF GROUPE BPCE Structure of Groupe BPCE 1 NATIXIS Natixis is the corporate, investment and financial services arm of Groupe BPCE. It is active in three core businesses, in which it has strong expertise, its aim being to accompany over time, and on a global scale, its own corporate clients, financial institutions and institutional investors, as well as the retail and corporate clients of BPCE s two parent networks: Corporate and Investment Banking, focused on structured finance and the capital markets; Investment Solutions for discretionary asset management: asset management, insurance and private banking; Specialized Financial Services, mainly dedicated to the development of the commercial banking networks. The corporate governance of Natixis was simplified in The Supervisory and Management Boards were replaced by a Board of Directors chaired by François Pérol and a Chief Executive Officer, Laurent Mignon. Natixis is traded on the Eurolist market of Euronext Paris (CAC 40) (Ticker: KN, Isin: FR ). Natixis registration document and updates thereof are available on its website, at KEY FIGURES in millions of euros Net banking income 6,375 3,782 2,934 Gross operating income 1,697 (926) (2,126) Operating income 1,521 (3,328) (3,943) Net income attributable to equity holders of the parent 1,732 (1,707) (2,727) RATINGS At 03/31/2011 Long term Short term Outlook Standard and Poor s A+ A-1 Stable Moody s Aa3 P-1 Stable Fitch Ratings A+ F1+ Stable BPCE INTERNATIONAL ET OUTRE-MER BPCE International et Outre-mer, formerly known as Financière Océor, houses the investments and developments of Groupe BPCE s commercial banking operations, internationally and in France s overseas dependencies. As such, BPCE International et Outre-mer comprises most of the institutions owned by the Group in France s overseas dependencies, Europe and Africa (North and sub-saharan). Its role: coordinating the Group s commercial banking business in France s overseas dependencies and internationally; supporting the banks in their business development; carrying out the Group s external-growth strategy aimed at expanding its commercial banking business internationally. Its businesses: international commercial banking, primarily in Africa (North and sub- Saharan), building on close knowledge of professional and SME customers; commercial banking in France s overseas dependencies, with strong positions in all such territories; specialized subsidiaries offering customers business expertise including international business development advice and the implementation of complex asset-financing transactions. KEY FIGURES in millions of euros Net banking income Gross operating income 135 (30) 36 Operating income 66 (232) (14) Net income attributable to equity holders of the parent 31 (329) (36) 2010 Registration document 15

18 1 Structure PRESENTATION OF GROUPE BPCE of Groupe BPCE BANQUE BCP Banque BCP was born in 2001 from the merger of the French branches of Portugal s oldest financial institutions (Banco Mello and Banco Pinto & Sotto Mayor) after they joined the BCP group, as well as 50% of the activities of Spanish banking group Banco Popular Comercial, which in 1992 joined Banco Atlântico, another front-ranking Portuguese financial institution acquired by the BCP group. Combining the complementary know-how of these three entities, present in France for nearly 40 years in the service of the Portuguese community, gave BCP a full range of skills in local banking, with a nationwide footprint. KEY FIGURES in millions of euros Net banking income Gross operating income Operating income Net income SOCRAM BANQUE Founded in 1968, Socram Banque specializes in providing loans for the purchase of new or used vehicles. These loans are distributed via the networks of the bank s nine mutual insurance company shareholders. KEY FIGURES in millions of euros Net banking income Gross operating income Operating income Net income RATINGS At 03/31/2011 Long term Short term Outlook Standard and Poor s A- A-2 Stable FONCIA Foncia, present in all major areas of the real-estate market, offers its customers a comprehensive range of residential real-estate services: condominium management, rental management, leasing, sales, financing, insurance and technical assessments. Foncia has also developed specific skills in advisory services on business premises, managing Real Estate Investment Trusts (REITs), leasing newly constructed buildings and selling buildings as a whole or in portions. It operates through a nationwide network of realtors, and also has international presence. KEY FIGURES in millions of euros Premium income Recurrent operating income Net income attributable to equity holders of the parent Registration document

19 PRESENTATION OF GROUPE BPCE Groupe BPCE s strategic plan and its progress Groupe BPCE s strategic plan and its progress Together, Groupe BPCE s strategic plan for , mobilizes all Group companies in the aim of making them the banks of choice of French people and businesses. The projects included in the plan are proceeding on schedule and generating results at a faster pace than expected. CLEARLY IDENTIFIED BUSINESSES, COST AND REVENUE SYNERGIES Groupe BPCE is focusing its development on its core businesses, which are directly involved in the collection of savings and the financing of the economy: commercial banking and insurance, corporate and investment banking, investment solutions and specialized financial services. Real estate has been refocused on the financing activity. Other businesses are managed as equity interests. The Group offers a comprehensive range of banking and financial services to all customers via the development of synergies between its businesses in the service of its customers. It is pooling its resources and projects in order to enhance its performances and competitiveness. PRIORITIES Develop relationships built on trust, closeness and a capacity to offer advisory services. Gradually build up international presence in a medium- to long-term perspective. Manage scarce financial resources (cash, equity) with a view to ensuring balanced growth in a medium- to long-term perspective. Develop the skills of Group employees. FOUR PRINCIPLES FOR ACTION Embrace a strategy of sustainable performance by taking a long-term approach to Groupe BPCE s decisions and positions. Develop a service-based corporate culture by making the customer relationship and the advisory offering central to the Group s businesses. Promote initiative and an entrepreneurial spirit by involving all of the Group s stakeholders in the changes in its businesses, thereby helping usher in the bank of the future. Foster local relationships and take advantage of diversity by expressing the full potential of a cooperative group for the benefit of economic and human development. BUSINESSES PROJECTS The Banque Populaire banks are focusing their business development on acquiring customers and acquiring new customers over time. Their 2013 goals are to boost customer acquisitions among target clienteles in order to gain profitable market share, to roll out a multi-channel strategy tailored to customer expectations and to strengthen brand awareness around the notions of proximity and advisory services. The Caisses d Epargne are focusing on revitalizing their business. Their 2013 goals are to intensify their customer relationships in order to foster loyalty and enhance satisfaction (whether they be individuals, professionals, companies or associations), to adapt the bank s organization and distribution channels to make it more accessible at all times and by all means, and to strengthen the image of modernity and confidence of the Caisses d Epargne. In line with their positioning (protection of customers, their families and property), the two brands intend to adopt a dual positioning in banking and insurance. They also aim to significantly improve their operational efficiency. Natixis serves its customers and the Group s banking networks. It has become an integrated and coordinated company that systematically cross-sells to its own customers and seeks to generate revenue synergies with the networks. Its 2013 goals for its core businesses are to bring NBI to 7 billion, with a cost/income ratio (excluding the GAPC) of 60% and a return on equity of more than 12%. CROSS-ENTITY INITIATIVES Customer relations. The Group aims to stand out by means of the skills of its sales force, with an approach focused on customer needs and the quality of its advisory services, and thanks to the closeness of the relationship, regardless of the channel used. Natixis at the service of the customers and of the banking networks. Sales relationships have been intensified to make Natixis the leading provider of products and financial services to the banking networks and their customers. The 2013 goals are to post additional NBI of 810 million. Operational efficiency. Leverage will be obtained in four areas so as to benefit from the scope of the Group s businesses: pooling of purchasing, sharing of best practices, regional and/or national cooperation, optimization of IT systems. The 2013 goals are to deliver 1 billion in cost synergies. HR Efficiency. The success of the Group s plan requires commitment from its employees. Groupe BPCE is ushering in new human resource policies aimed at making it a reference employer in France thanks to the wealth and appeal of career paths, the quality of training, managerial relationships, working conditions and social dialogue. 2010: SOLID RESULTS, AHEAD OF THE STRATEGIC PLAN TARGETS Simplification of the Group s structure and organization. A new governance organization has been adopted, and the composition of the Supervisory board was reviewed. The Group structure has been simplified with the merger of the equity investment holding companies with BPCE. The consolidation of international stakes within BPCE International et Outre-mer has been completed. Sustained growth and revenue synergies. All businesses contributed to the Group s NBI growth of 10%: +8% for the Commercial Banking and Insurance division, thanks to strong sales momentum and the expansion of the underlying business, and +13% for Natixis. Revenue synergies between Natixis and the networks represented 262 million, thanks mainly to consumer credit and leasing Registration document 17

20 1 Groupe PRESENTATION OF GROUPE BPCE BPCE s strategic plan and its progress Operational efficiency and cost synergies. There was an 8-point improvement in the cost/income ratio. The creation of BPCE Achats, the convergence of the Caisses d Epargne IT systems, the unification of IT production in Natixis, the pooling of the payments, leasing and securities businesses within Natixis and the creation of an industrial platform for check processing for both networks in the East of France generated 433 million in cost synergies. Significant reduction in the risk profile. The Group cost of risk decreased by 60%. The amount of Natixis assets under workout management was nearly halved, and these assets had no significant impact on the 2010 results. Strong earnings growth. Net income attributable to equity holders of the parent was multiplied by 7 to 3.6 billion. The Commercial Banking and Insurance division contributed 2.9 billion (+56%) and Natixis 979 million. The Equity Interests division made a positive contribution. Improvement in the Group s capital adequacy ratios and reimbursement of the French State. The core Tier-1 ratio has firmed by 160 basis points since the creation of the Group on June 30, The Group reimbursed the French state in the amount of 4.1 billion in 2010, buying back preferred shares and redeeming super-subordinated notes. The quality of its results, more than 80% of which will be retained to further strengthen the financial structure, allowed the Group to finish reimbursing the state ahead of the strategic plan target (repayment of the balance of 2.2 billion by the end of Q1 2011). The Group is confident in its ability to comply with the new Basel III capital requirement without recourse to the market, with a target core Tier-1 ratio of more than 8% in RESULTS AND 2013 OBJECTIVES Net banking income 21.2bn 23.4bn > 25bn Additional NBI between Natixis and the networks - 262m 810m Cost synergies generated (aggregate) - 433m 1bn Cost/income ratio 77.1% 68.7% 66% Return on core businesses (ROE) 7% (1) 14% > 14% (1) Core Tier-1 ratio (Basel II) 6.9% 8.0% (2) > 8.0% (3) (1) Standard ROE approach: capital allocation to business lines based on 7% of risk-weighted assets (compared with February 25, 2010 following a change in methodology - the ROE of core business lines was 6% in 2009 and the 2013 target is over 12%). (2) Pro forma of the reimbursement of the French State s preferred shares. (3) Objective set under the Basel II rules Registration document

21 PRESENTATION OF GROUPE BPCE The Group s businesses The Group s businesses Commercial Banking and Insurance TOGETHER IN ACTION More than one in two French people are a customer of a Groupe BPCE bank At the core of the Group, Commercial Banking relies on the two networks and their deep roots in the French regions: the Banque Populaire banks network, including Casden Banque Populaire and Crédit Coopératif, and the Caisses d Epargne network. Other brands round out the Group s offering: Crédit Foncier, a major player in real estate financing, Banque Palatine, focused on business banking and wealth management, Crédit Maritime, serving customers active in the coastal economy, as well as other subsidiaries building on affinities, partnerships or regional presence. Combining proximity and expertise To provide their customers the services, advice, financing and investment solutions they require, Groupe BPCE s commercial banks use their full expertise, with the support of the Group s specialized subsidiaries. Through their presence at the heart of each region, the Group s banks provide their customers with a combination of proximity, promising knowledge of regional issues, and local decision-making power, guaranteeing a quick response. At the same time, customers benefit from the advantages gained from the pooling of resources at Group level, which enables greater investments in innovation and the development of high-performance, powerful processing platforms. All this contributes to the quality of service and the competitiveness of offers in revolving credit, insurance, asset management, factoring, leasing and many other areas. International: an area of growth for tomorrow Outside France, the Group is developing its commercial banking activities in the French overseas departments and territories, in the Indian Ocean, around the Mediterranean basin, in Central Africa and Central and Eastern Europe. This international presence is set to expand gradually, through organic growth and targeted acquisitions of medium-sized banks. Together, closer to the client: multi-channel banking and pertinent advice Meeting customer expectations with a continuum of service supported by a variety of channels, available and instantaneous, with offers and solutions truly personalized and tailored to the needs of the customers, and, at the heart of the service, a personal advisor assigned to each customer. Through sharing their ideas and their knowledge of their customers, as well as pooling their expertise in innovation, CRM and management, the banks of Groupe BPCE provide their customers with the best and the most pertinent service in banking and insurance. At stake: increasing customer satisfaction with banks. Together more entrepreneurial: serving market participants Groupe BPCE, amid a mostly unfavorable economic context, actively mobilized all its entities to meet its commitments to support the economy. With its outstanding loans up 8%, more than the average for French banks, the Group was a major player in financing the economy in Local authorities, households and businesses found the necessary financing and support from their banks. At stake: more entrepreneurial economic players and banks Together more competitive: new products for the networks customers By sharing analyses, means and expertise, the Caisse d Epargne and Banque Populaire networks may advance faster in product innovation to the benefit of their customers. Upstream pooling of part of the product-development process can shorten time to market. As an example, the networks had great success in marketing credit debit cards: quick launch, product quality, and appropriate support were the ingredients for this success. At stake: a high level of expertise available to the greatest number at the lowest possible cost. Together more expert: BPCE L Observatoire In 2010, Groupe BPCE launched BPCE L Observatoire, a publication and a website devoted to economic issues central to its core business: Commercial Banking and Insurance. Thanks to its expertise, the Group has positioned itself at the heart of economic debate. The first issue was devoted to pensions, a major concern and one that has a major impact on the behavior of the French population in terms of savings. BPCE economists explored the demographic, economic and societal dimensions, while at the same time illustrating the retirement aspirations of the French population. At stake: being at the heart of economic debate COMMERCIAL BANKING AND INSURANCE IN FIGURES: No. 2 in France*; 36 million customers; 8,000 branches; Net banking income : 15.1 billion; Net income attributable to equity holders of the parent : 2,9 billion; * No. 2 in number of branches (source : database, banks websites), No. 2 in market share for customer deposits and lending (source : Banque de France), No. 2 in terms of penetration rate with professionals and individual entrepreneurs (source : Pepites CSA poll) Registration document 19

22 1 The PRESENTATION OF GROUPE BPCE Group s businesses THE BANQUE POPULAIRE BANKS Created by and for entrepreneurs, the Banque Populaire banks are a group of banks operating closely with businesses. As France s 4th largest retail banking network, they include 18 regional Banque Populaire banks, the Crédit Coopératif (supporting social and solidarity-based economy), and CASDEN Banque Populaire (a bank for staff of the French Ministry of National Education, Research, and Culture). Under the group s strategic plan, the Banque Populaire banks have established ambitious targets based on ongoing customer support and the acquisition of profitable market shares. Cooperative banks As cooperative banks, the Banques Populaires are 80%-owned by 3.8 million cooperative shareholders. The remaining 20% is owned by Natixis in the form of cooperative investment certificates (CICs). In order to represent and develop the interests of the Banque Populaire banks and their shareholders and to promote the regional and cooperative model of the Banque Populaire banks, the Fédération Nationale des Banques Populaires (FNBP) was created in 2009 under the initiative of Banque Populaire s executive management. In 2010, the Banque Populaire banks continued to grow. Their net revenues totaled 6.2 billion, their gross operating income was 2.3 billion, and their net income attributable to equity holders of the parent share was 1.1 billion. As of December 31, Banque Populaire banks 3,301 branches 7.8 million customers 3.8 million cooperative shareholders 184 billion in customer savings 146 billion in customer loan outstandings MAP SHOWING FRANCE S 20 BANQUE POPULAIRE BANKS des Alpes - 2. d Alsace - 3. Atlantique - 4. Bourgogne Franche-Comté - 5. BRED Banque Populaire (1) - 6. Centre Atlantique - 7. Côte d Azur - 8. Loire et Lyonnais - 9. Lorraine Champagne du Massif Central du Nord Occitane de l'ouest Provençale et Corse Rives de Paris du Sud du Sud-Ouest Val de France CASDEN Banque Populaire (2) Crédit Coopératif (2) (1) BRED Banque Populaire also operates in the following countries and overseas territories: French Polynesia, New Caledonia, Guadeloupe, Martinique, French Guiana, Reunion Island and Mayotte. (2) Banque Populaire on a national level Individual customers The Banque Populaire banks have made successful efforts to increase the number of products and services provided to their active customers and to acquire new clients, particularly among youths, young professionals, and public employees. The number of individual customers has grown by 40,000. Attractive offers for young customers 21.5% of the Banques Populaires individual customers are under the age of 28, and 155,000 of them are new since In 2008, the network became the first to offer the Prêt étudiant garanti par l État (student loan guaranteed by the French government). They also offer security deposits and loans not requiring a parent co-signer to LMDE national student mutual group subscribers in order to help finance their studies or rent an apartment. Designed for young professionals, the Avance Premiers Salaires helps customers under 28 to get off to a good start by offering them loans; for one euro only, for up to two months of their salary, repayable over a period of 24 months. Launched in 2009, this loan became available in Another initiative geared toward young people is the NRJ cobranded payment card. Various designs are available, including a 3D image of the radio station s famous panther. There is also a website that provides cardholders with opportunities to win concert tickets, CDs, and DVDs and to find discounts for partner companies. With Cartego, launched in 2010, customers can customize their bank card with any picture they want. This new feature is already a great success among customers of all ages. Solutions for public workers CASDEN Banque Populaire has more than a million member shareholders, including nearly 900,000 TSMT (3) customers from the French Ministry of National Education, Research, and Culture. It has 109 regional offices, nearly 5,000 educational correspondents in schools, and a group of personal advisors, some of which, according to the banks, are specifically responsible for national education customers. In collaboration with CASDEN, Banque Populaire banks provide special training to better meet the needs of this specific clientele. In 2010, for the first time in its history, CASDEN launched a corporate press campaign in France to increase brand awareness among its target customers. The Banque Populaire banks are also partners of the Associations pour le Crédit et l Épargne des Fonctionnaires (ACEF), created in order to provide savings and loan products to public workers under preferential terms. In 2010, business canvassing initiatives were geared mainly toward medical schools, with nearly 200 events held throughout France, and its first appearance at the Salon National Infirmier (nursing tradeshow) in Paris. Strong demand for loans Personal loan production was up 33%, with mortgage production rising 44% and consumer credit falling slightly. As of the end of 2010, these outstandings totaled 73.2 billion and 7.1 billion respectively. The Banque Populaire network has significantly increased the number of customers to whom it provides revolving credit, doubling its account subscriptions compared to 2009, with 230,000 new accounts, 201,000 of which were generated through Facélia, the new debit/credit card. In addition, lending activity generated 331 million in financing during Revolving credit outstandings amounted to 399 million at the end of 2010, including 85 million from Facélia, for a portfolio of 452,000 accounts. (3) TSMT: «Tout sous le même Toit» («All under the same roof»), offered by CASDEN and Banque Populaire banks since Registration document