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REGISTRATION

DOCUMENT

AND FULL-YEAR

FINANCIAL REPORT

2012

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5

FINANCIAL REPORT

187

5.1 IFRS Consolidated Financial Statements

of Groupe BPCE as at December 31, 2012 188 5.2 IFRS Consolidated Financial Statements

of BPCE SA group as at December 31, 2012 264 5.3 BPCE parent company financial statements 332

6

SOCIAL AND ENvIRONmENTAL

INFORmATION 379

6.1 Introduction 380

6.2 Sustainable development strategy

and cooperative identity 381 6.3 CSR reporting methodology 384 6.4 Human resources information 389 6.5 Environmental information 398 6.6 Corporate social information 407

7

LEGAL INFORmATION 417

7.1 memorandum and articles of association 418

7.2 Share capital 419

7.3 Distribution of share capital and voting rights 421 7.4 material contracts 422 7.5 Statutory Auditors’ special report on related-party

agreements and commitments 423

8

ADDITIONAL INFORmATION

437

8.1 Statement of the person responsible for the

registration document and for the annual report 438 8.2 Information officer 439 8.3 Documents available to the public 439 8.4 Financial calendar 439 8.5 Cross-reference table for the registration document 440 8.6 Cross-reference table for the annual financial report

and the management report 442 8.7 Cross-reference table of main social

and environmental information requested

by the Grenelle 2 Act 443

8.8 Glossary 444

Contents

1

PRESENTATION OF GROuPE BPCE

3

1.1 Presentation of Groupe BPCE 4 1.2 History of the Group 5 1.3 Organization of Groupe BPCE 6

1.4 Key figures 2012 9

1.5 Groupe BPCE’s 2010-2013 strategic plan – Progress 11 1.6 Groupe BPCE’s businesses 12

2

CORPORATE GOvERNANCE

25

2.1 Introduction 26

2.2 management and Supervisory Bodies 27 2.3 Role and operating rules of governing bodies 65 2.4 Rules and principles governing the determination

of remuneration and benefits 71 2.5 Potential conflicts of interest 82 2.6 Chairman’s report on internal control and risk

management procedures for the year ended

December 31, 2012 83

2.7 Statutory auditors’ report on the report

of the Chairman of the Supervisory Board 101 2.8 Persons responsible for auditing the financial

statements 102

3

RISK mANAGEmENT

107

3.1 Introduction 108

3.2 Pillar III 113

3.3 Technical insurance risks 145

3.4 Legal risks 150

3.5 Financial Stability Forum recommendations

concerning financial transparency 155 3.6 Risks relating to the BPCE guarantee

for Natixis concerning part of GAPC

(Workout portfolio management) 162 3.7 Risks relating to the management of the

proprietary activities of the former Caisse Nationale des Caisses d’Epargne (CNCE) 163

4

GROuP mANAGEmENT REPORT

165

4.1 Preamble 166 4.2 Significant events of 2012 167 4.3 Groupe BPCE financial data 170 4.4 BPCE SA group financial data 183

4.5 Investments 185

4.6 Outlook for Groupe BPCE 186

labeltransparence.com

This label recognizes the most transparent Registration Documents according to the criteria of the Annual Transparency Ranking.

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Only 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 Autorité des marchés financiers (AmF – French Securities Regulator) on march 22, 2013, in accordance with Article 212-13 of the AmF’s General Regulations. It may be used in support of a financial transaction only if supplemented by a Transaction Note that has received approval from 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 Financier and Article 222-3 of the AmF’s General Regulations. A table allowing cross-referencing between the documents specified in Article 222-3 of the AmF’s General Regulations and the corresponding sections of this document is provided on pages 440 and 441.

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.

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1.1 Presentation of GrouPe BPCe 4

1.2 History of tHe GrouP 5

Banque Populaire banks 5

Caisses d’Epargne 5

Groupe BPCE 5

1.3 orGanization of GrouPe BPCe 6

1.3.1 Banque Populaire banks and Caisses d’Epargne 6 1.3.2 BPCE: the central institution of Groupe BPCE 6 1.3.3 Scopes of consolidation of Groupe BPCE

and BPCE SA group 8 1.4 Key fiGures 2012 9 Groupe BPCE 9 BPCE SA group 10 1.5 GrouPe BPCe’s 2010-2013 strateGiC Plan – ProGress 11

1.6 GrouPe BPCe’s Businesses 12

1.6.1 Commercial Banking and Insurance 12 1.6.2 Natixis: Wholesale Banking, Investment Solutions

and Specialized Financial Services 20

1.6.3 Equity interests 23

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PRESENtAtIoN oF GRouPE BPCE

1

Presentation of Groupe BPCE

1.1 Presentation of Groupe BPCE

Groupe BPCE is the second largest banking group in France(1) thanks to its two leading brands, Banque Populaire and Caisse d’Epargne, and has 117,000 employees serving 36 million customers, 8.6 million of which are cooperative shareholders. The Group’s companies adapt their banking business as closely as possible to the needs of individuals and regions.

With 19 Banque Populaire banks, 17 Caisses d’Epargne, Natixis, Crédit Foncier, Banque Palatine, BPCE International et Outre-mer, etc. Groupe BPCE offers its customers an extensive range of products and services, including solutions in savings, placement, cash management, financing, insurance and investment. In keeping with its cooperative structure, the Group builds long-term relationships with its customers and helps them with their projects, and as such finances 20% of the French economy.

Its full-service banking model is based on a three-tier architecture:

• the two cooperative networks with the Banque Populaire banks and Caisses d’Epargne, which are central players in their respective regions;

• BPCE, the central institution, responsible for the Group’s strategy, control and coordination;

• the BPCE subsidiaries, including Natixis, Crédit Foncier, Banque Palatine and BPCE International et Outre-mer.

In addition, all credit institutions affiliated with BPCE are covered by a guarantee and solidarity mechanism.

The scope of affiliated entities is mainly comprised of the Banque Populaire and Caisse d’Epargne networks and Natixis.

(1) No. 2 by number of branches (source: database, 2011 bank websites). No. 2 by market share of customer savings and customer loans (source: Banque de France Q3-2012). No. 2 in terms of penetration rate with professional customers and individual entrepreneurs (source: Pepites CSA 2011-2012 survey).

Groupe BpCe simplified orGanization Chart

Groupe BPCE 50% 50% 80%(1) 27.7% 72.3%(4) 80% 19 Banques

Populaires banks 17 Caisses d'Epargne

• Nexity (41.42%) (5) Equity interests • Coface (100%) BPCE Central institution NATIXIS 20% (CCI(2)) 20%(CCI(2))

Commercial Banking and Insurance Wholesale Banking, Investment Solutions and Specialized Financial Services

Free float

8.6 million cooperative shareholders

• Crédit Foncier de France (100%) • Banque Palatine (100%) • BPCE International et Outre-mer (100%) • BPCE Assurances (46.37%) (3) Commercial Banking and Insurance subsidiaries

(1) Indirectly through Local Savings Companies.

(2) CICs: Cooperative Investment Certificates (economic interests, no voting rights). A project aimed at simplifying the Group’s organizational structure has been drawn up; this plan will first be the subject of consultations with the employees´ representatives before being submitted for approval to the relevant governing bodies. Once this operation has been completed as planned, the cooperative shareholder customers will own 100% of their bank's capital

(via the local savings companies in the case of the Caisses d'Epargne). (3) With the equity interest held by the Caisses d´Epargne in BPCE Assurances, the Group owns a 60% stake in the company.

(4) Percentage of voting rights held by BPCE. (5) Via CE Holding Promotion.

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Banque Populaire banks

1878 The first Banque Populaire bank is created in Angers, by and for entrepreneurs, the goal being to pool funds to allow them to finance their projects themselves.

1917 Having achieved cooperative status, the Banque Populaire banks rapidly become major players in their regional economies, serving craftsmen, small retailers and SMEs.

1962 The Banque Populaire banks open their services to individual customers. 1998 The acquisition of Natexis provides Groupe Banque Populaire with a

publicly listed vehicle.

2008 The Group strengthens its presence in the heart of France’s regions with the acquisition of 7 HSBC France regional banks.

Caisses d’Epargne

In 2006, Groupe Banque Populaire and Groupe Caisse d’Epargne took the first step towards a business combination, with the creation of their jointly owned subsidiary, Natixis.

Groupe BPCE

2009 On July 31, 2009, the combination between Groupe Banque Populaire

and Groupe Caisse d’Epargne gives rise to Groupe BPCE. 2010 “Together”, Groupe BPCE’s strategic plan for 2010-2013, mobilizes all Group companies with the aim of making them the preferred banking institutions of the French and of their companies.

1818 The first Caisse d’Epargne is founded in Paris to promote, collect and manage general public savings.

1835 The Caisses d’Epargne are recognized as “private establishments with public utility”.

1895 The Caisses d’Epargne begin their operations of general public interest. 1950 The Caisses d’Epargne are awarded the status of not-for-profit credit

institutions.

1999 The Caisses d’Epargne become cooperative banks, prompting Groupe Caisse d’Epargne to embark upon a multi-brand strategy with new creations and acquisitions, including the takeover of Crédit Foncier in the same year, which enables the Group to further develop its real estate activities.

2003 With the acquisition of Banque Palatine (formerly Banque San Paolo), the Group establishes closer ties to corporate customers.

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PRESENtAtIoN oF GRouPE BPCE

1

Organization of Groupe BPCE

1.3 Organization of Groupe BPCE

1.3.1 Banque Populaire banks and 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 foundation 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.

Banque populaire Banks

The Banque Populaire banks are 80%-owned by their cooperative shareholders and 20%-owned by Natixis via cooperative investment certificates (CICs), without voting rights.

Cooperative shareholders are individuals (including Banque Populaire bank employees) and legal entities. Cooperative shareholder customers play an active part in the life, ambitions and development of their bank. The cooperative shareholder base is coordinated at two levels: locally through the initiatives of each Banque Populaire bank as well as nationally through those of the Fédération Nationale des Banques Populaires. The Annual General Shareholders’ Meeting provides an opportunity for cooperative shareholders to contribute to the operation of their Banque Populaire bank.

Caisses d’eparGne

The capital of the Caisses d’Epargne is 80%-owned by the local savings companies (LSCs) and 20%-owned by Natixis via the CICs without voting rights.

The LSCs are cooperative companies with open-ended capital stock, which is wholly owned by cooperative shareholders. Any individual or legal entity that is a customer of a Caisse d’Epargne may acquire cooperative shares in a local savings company (LSC), 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 institutions (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 with which they are affiliated. Local savings companies hold Annual General Shareholders’ Meetings at least once a year in order to approve the annual financial statements, and are governed by a Board of Directors elected by the Annual General 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 General Shareholders’ Meeting of the Caisse d’Epargne with 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 General 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.

1.3.2 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 with it.

The affiliated institutions, within the meaning of Article 511–31 of the French Monetary and Financial Code, are:

• the 19 Banque Populaire banks and their 52 mutual guarantee companies, whose sole corporate purpose is to guarantee loans issued by the Banque Populaire banks;

• the 17 Caisses d’Epargne et de Prévoyance (the share capital of which is held by 245 local savings companies(1));

• Natixis; six Caisses Régionales du Crédit Maritime Mutuel, Banque BCP SAS (France); Banque Fiducial, Banque de la Réunion, Banque de Tahiti; Banque de Nouvelle-Calédonie, Banque des Antilles Françaises, Banque Palatine, Crédit

Foncier, 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 – Société Financière.

aCtivities

The company’s role is to guide and promote the business and expansion of the cooperative banking group, comprising the Caisse d’Epargne network and the Banque Populaire network, the affiliated entities and, more generally, the other entities under its control.

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d’Epargne network and the affiliated entities, as provided for by the French Monetary and Financial Code. Pursuant to Articles L. 511-31 et seq. and Article L. 512-107 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 for the Group’s development, including acquiring or holding strategic equity interests,

-representing the Group and each of its networks to assert its shared rights and interests, including before the banking sector institutions, 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 credit institutions or investment companies, carrying out securitization transactions or issuing financial instruments, and performing any financial transaction necessary for liquidity management purposes,

-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, for which it determines the rules of operation, the terms and conditions of use in addition to the funds provided for in Articles L. 512-12 and L. 5512-12-86-1, as well as the contributions of affiliates for its initial allocation and reconstitution,

-defining the principles and conditions for organizing the internal control system of Groupe BPCE and each of its networks, as well as controlling the organization, management and quality of the financial position of affiliated institutions, including through on-site checks within the scope defined in paragraph 4 of Article L. 511-31,

-defining risk management policies and principles and the limits thereof for the Group and each of its networks, and ensuring its permanent supervision on a consolidated basis,

-approving the persons called upon, in accordance with Article L. 511-13, 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 Caisses d’Epargne duly fulfill the duties provided for in Article L. 512-85;

• to be a credit institution, officially approved to operate as a bank. On this basis, it exercises, 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. 321-1 and L. 321-2 of the abovementioned Code; it also oversees 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;

• to acquire 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, to undertake any transactions relating directly or indirectly to these purposes that are liable to facilitate the achievement of the company’s purposes or its expansion.

dividend poliCy

in 2012

The Ordinary General Shareholders’ Meeting of BPCE, which met on May 24, 2012, decided that no dividends would be paid out to category A and B shareholders in respect of fiscal year 2011.

The qualification of category A and B shares is defined on page 419 of the registration document.

in 2011

The Combined Shareholders’ Meeting of BPCE on May 19, 2011 voted for and approved the amount of the dividend payable on Category A, B and C 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 as from the same date.

Shares Caisses d’EpargneCategory A Banque Populaire banksCategory B Category CSPPE

Dividend €0.01 €0.01 €40.24

Number of shares 15,574,232 15,574,232 2,573,653

ToTal €155,742.32 €155,742.32 €103,565,474.82

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PRESENtAtIoN oF GRouPE BPCE

1

Organization of Groupe BPCE

in 2010

The Combined Shareholders’ Meeting of BPCE on May 28, 2010 voted for and approved the amount of the dividend payable on Category A, B and C 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 as from the same date.

Shares

Category A Caisses d’Epargne

Category B Banque Populaire banks

Category C SPPE

Dividend €0.01 €0.01 €16.38

Number of shares 12,996,744 12,996,744 6,433,653

ToTal €129,967.44 €129,967.44 €105,379,087.07

1.3.3 Scopes of consolidation 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 comprises the Banque Populaire banks, the Caisses d’Epargne, their respective subsidiaries, BPCE and its subsidiaries.

BPCE SA group includes 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.

Banques Populaires

and subsidiaries Caisses d'Epargneand subsidiaries

Subsidiaries

Groupe BPCE

Cooperative shareholders Cooperative shareholders

Local savings companies

BPCE BPCE financial statements

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Groupe BPCE

summary inCome statement

in millions of euros 2012 2011 2010

Net banking income 21,946 23,357 23,359

Gross operating income 6,011 7,476 7,302

Income before tax 3,743 4,663 5,749

net income attributable to equity holders of the parent 2,147 2,685 3,640

Business ContriBution to Group(1) net BankinG inCome in 2012 (as a %)

Commercial Banking and Insurance

Retail banking: 70% businesses lines: 27%Natixis' core

65% Specialized FinancialServices (SFS) 5% Investment Solutions 9% Wholesale Banking 13% Equity Interests 8%

Business ContriBution to Group(1) inCome Before tax in 2012 (as a %)

Commercial Banking and Insurance

Retail banking: 69% businesses lines: 32%Natixis' core

63% Specialized Financial Services (SFS) 6% Investment Solutions 10% Wholesale Banking 16% Equity Interests 5%

Business in billions of euros 12/31/2012 12/31/2011 12/31/2010

Balance sheet total 1,147.5 1,138.4 1,048.4

Customer loans (gross loan outstandings) 586.5 583.1 573.8 network aCtivity

Banque populaire Banks (in billions of euros)

154.8 123.0 69.4 160.0 132.8 65.9 Customer loans On-balance sheet savings Financial savings 146.1 111.8 71.8 12/31/2012 12/31/2011 12/31/2010

Caisses d’eparGne (in billions of euros)

171.0 226.6 118.6 185.3 118.1 240.7 155.0 218.1 117.2 Customer loans Financial savings 12/31/2012 12/31/2011 12/31/2010 On-balance sheet savings

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PRESENtAtIoN oF GRouPE BPCE

1

Key figures 2012

finanCial struCture

in billions of euros 12/31/2012 12/31/2011 12/31/2010

Equity attributable to equity

holders of the parent 50.6 45.1 47.4 Core tier-1 capital(1) 40.9 35.4 33.1

tier-1 capital(1) 46.5 41.1 41.0

(1) 2010 Core Tier-1 capital pro forma of the full repayment of the French government: €31.9bn. 2010 Tier-1 capital pro forma of the full repayment of the French government: €38.8bn.

Credit ratinGs at marCh 22, 2013

The ratings concern BPCE and also apply to Groupe BPCE.

Standard &

Poor’s Moody’s FitchRatings

long-term rating A A2 A+

short-term rating A-1 P-1 F1+

outlook Negative Stable Negative

Capital adequaCy ratios(2)

9.1% 10.6% 11.6% 10.7% 12.5% 12.2%

Core Tier-1 ratio Tier-1 ratio Total solvency ratio

12/31/2010 12/31/2011 12/31/2012

8.1% 10.1% 11.6%

(2) Excluding the floor effect – Ratios calculated according to Basel 2.5 as of December 31, 2011. 2010 ratios pro forma of the full repayment of the French government: Core Tier-1 ratio of 8.0%, Tier-1 ratio of 9.7% and total solvency ratio of 11.2%.

BPCE SA group

summary inCome statement

in millions of euros 2012 2011 2010

Net banking income 8,084 9,110 9,267

Gross operating income 1,637 2,516 2,359

Income before tax 1,204 1,179 2,429

net income attributable to equity holders of the parent 659 402 1,565

finanCial struCture

in billions of euros 12/31/2012 12/31/2011 12/31/2010

Equity attributable to equity holders of the parent 24.7 21.6 25.1

tier-1 capital 26.1 22.2 22.5

tier-1 ratio(3) 11.8% 9.6% 10.0%

total solvency ratio 11.7% 10.9% 12.1%

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Progress

The “Together” strategic plan launched in 2010 is nearing completion. In an economic and regulatory environment that was more restrictive than expected, the plan proved relevant by bringing about a return to profitability for the Group, bolstering its solvency and liquidity, lowering its risk profile, particularly that of Natixis, and securing Natixis within the Group by developing synergies with the Banque Populaire banks and Caisses d’Epargne.

“Together”, Groupe BPCE’s strategic plan launched in 2010, rallies all Group companies around a common goal: to constantly improve the services they provide to customers by drawing upon the wealth of expertise and talent of the Group’s teams and the quality and efficiency of its resources. The inclusion of Natixis to the benefit of the networks, the sharing of common tools and best practices, and collective investment in development and innovation will not only create further value for customers and increase their satisfaction, but also generate profitable growth.

Customer-foCused BankinG and insuranCe

Groupe BPCE continued to refocus on the development of its core businesses and customer activities which play a direct part in savings inflows and financing the economy: Commercial Banking and Insurance; Wholesale Banking, Investment Solutions and Specialized Financial Services.

• The Banque Populaire banks focus their commercial development on providing existing customers with the best possible services and on winning over and retaining new customers in order to gain profitable market share.

• The Caisses d’Epargne give first priority to the dynamic use of their assets and to strengthening their customer relationships in the interest of building their satisfaction and loyalty.

• Other brands round out the Group’s offering: Crédit Foncier, a specialist in real estate financing, Banque Palatine, which specializes in business banking and wealth management, and other brands, whether regional or through partnerships. The Group’s activities outside France are supervised by the holding company, BPCE International et Outre-mer.

• Natixis is committed to its customers and the Group’s banking networks. It systematically develops cross-selling with its clients and commercial synergies with the networks.

solid results in a restriCtive environment

The Group aims to be a universal cooperative banking group that is able to deliver on its vocation of offering a full range of banking and insurance products and services to all its customers (individuals, professionals, VSEs, large companies, institutions, local authorities) and meeting the needs of regions and the economy as closely as possible.

The clear and common strategic aim of the “Together” plan has allowed the Group to build and recover.

A Group focused on its core businesses: the Group has a renewed focus on its banking and insurance businesses, serving all its customer groups. The Group’s banking projects aim to develop its customer base and prioritize customer service in order to “become the preferred banking institutions of the French and of their companies”.

A financially solid Group with a low risk profile: the Group was able to fully repay the French government, restore its solvency by lowering its risk profile, particularly that of Natixis, and by increasing its Core Tier-1 capital by €17.6 billion(1) via its reserves, cooperative share issues and disposals (SMC, Foncia). Despite a climate of growing tension with respect to liquidity and solvency, the Group was able to achieve its goals via an additional adaptation plan to lower risk-weighted assets and financing requirements.

Synergies leveraging on the Group effect: the Group deepened commercial ties between Natixis and the Group’s banks, generating additional net banking income of €616 million between 2010 and end-2012, with a target of €810 million by end-2013, primarily in consumer credit, insurance and payments. In terms of cost synergies, the Group generated €930 million in savings (from 2010 to end-2012) by optimizing purchases, industrial projects (i-datech, securities platforms, etc.), IT projects (investment service providers, infrastructures, international hubs, etc.) and operational efficiency projects (such as “Best Practices”).

A consolidated Group: the HR factor was instrumental in building the Group with a unified approach to managing company directors, and systems for managing mobility, skills and employer image. In its structure, the Group can operate its various businesses (securities services, payments, lease financing, international networks, etc.) more consistently and with the possibility of reaching critical mass to generate economies of scale.

• The plans of each of the Banque Populaire banks and Caisses d’Epargne to buy back cooperative investment certificates (CICs) is a key step for Groupe BPCE. This step falls under the strategic decisions made since 2009 which have enabled the Group to recover and simplify its structure.

Following its creation in 2009, BPCE simplified its legal structures, organizational structure and governance, sold most of its non-core assets (including GAPC workout portfolio assets), and drew the necessary conclusions as to the impacts of unstable macroeconomic and financial conditions on its accounts. The buyback of CICs should mark the completion of the 2010-2013 “Together” strategic plan, giving Groupe BPCE a solid foundation for the preparation of its new strategic plan for the 2014-2017 period, which will be unveiled in autumn 2013.

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PRESENtAtIoN oF GRouPE BPCE

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Groupe BPCE’s businesses

1.6 Groupe BPCE’s businesses

1.6.1 Commercial Banking and Insurance

Banque populaire Banks

The Banque Populaire banks are cooperative banks created by and for entrepreneurs, working closely with local businesses and business owners. They form the fourth largest banking network in France with 17 Banque Populaire regional banks, CASDEN Banque Populaire, which serves the staff of the French Ministry of Education, Research, and Culture, and Crédit Coopératif, a major player in the social and solidarity-based economy.

Key figures

19 Banque Populaire banks 3.9 million cooperative shareholders 8.5 million customers

3,338 branches

Savings outstanding: €198.7 billion Loans outstanding: €160.0 billion Net banking income: €6.0 billion

3.9 million cooperative shareholder customers

The Banque Populaire banks are 80%-owned by cooperative shareholders, who are also their customers. Natixis owns the remaining 20% in the form of cooperative investment certificates(1). The Fédération Nationale des Banques Populaires is an association under French law (1901) providing deliberation, communication and representation for the Banque Populaire banks and their cooperative shareholders.

2012 significant events

• Banque Populaire continued its drive to win over new customers in all customer groups: individual customers with a sharp increase in active and insured customers, private banking with strong growth in loan outstandings, and companies with an increase in active customers. Loans outstanding rose by 3.3% and on-balance sheet savings rose by 6.0%(2).

• New tools were rolled out to optimize the network’s efficiency while improving employees’ work environment. Simpler and offering better access, the new

Equinoxe workstation provides a single point of entry to all applications and

digital archiving of customer files. Vision is an intelligent application for preparing sales interviews.

The new brand slogan “Banque Populaire, la banque qui donne envie d’agir”

(Banque Populaire: the bank that encourages action) won the 2012 Top

Com d’Argent award in the Communication Strategy category, and Banque Populaire was ranked the third favorite bank of the French(3). Its sailing sponsorship was a success with the victory of the Banque Populaire V max

trimaran at the Jules Verne Trophy which enjoyed vast media coverage, and with Armel Le Cléac’h coming in second at the Vendée Globe.

• The Banque Populaire banks committed to €7 billion in loan distribution in 2013 earmarked for 100,000 new projects, thereby supporting business investment.

individual customers

The Banque Populaire network has made successfull efforts to increase the number of products and services used by their active customers, and to acquire new individual customers via a decisive strategy aimed at young people, particularly students and interns. This strategy draws specifically on two complementary partnerships with the LMDE (national student mutual insurer) and NRJ for the NRJ Banque Pop’ payment card.

Services

In 2012, Banque Populaire offered LMDE subscribers banking services at €1 a month. It also rounded out its NRJ Banque Pop’ payment card membership program with CityZen, the first social network offering discounts with participating retailers. A global positioning system allows users equipped with a smartphone to locate nearby retailers offering discounts.

Loans and credit

Loans outstanding to individual customers amounted to €89.1 billion, a 3.7% increase compared to last year. Home loans outstanding rose by 4% in 2012. New consumer loans increased by 5.4%.

Banque Populaire promotes the financial independence of LMDE subscribers through loans not requiring co-signers to finance their studies or to rent an apartment and gives them access to preferential conditions.

Bancassurance

As a growth driver for retail banking, insurance grew substantially with more than 166,000 non-life policies sold, up 12.1%, and 92,000 provident and health insurance policies sold, up 9%.

The car insurance offer was enhanced with the addition of a new smartphone application by Natixis Assurances: Rouler serein gives users access to all emergency numbers and can be used to fill out a pre-complete claim form in the event of an incident.

Deposits and investments

The Banque Populaire banks have made efforts to collect more on-balance sheet savings, with outstandings up 7.4% in 2012. Selectio, a new, fully flexible product and the only one of its kind in France, was successfully launched. Comprising one or many term accounts at guaranteed progressive rates, it allows users to define the amount, duration of the capitalization period and, if necessary, the frequency of income, and allows for the early withdrawal of funds. In terms of financial savings, UCITS investments increased by 2.7% while life insurance outstandings remained stable due to the unfavorable economic climate.

(1) A project aimed at simplifying the Group’s organizational structure has been drawn up, this plan will first be the subject of consultations with the employees’ representatives before being submitted for approval to the relevant governing bodies. Once this operation has been completed as planned, the cooperative shareholder customers will own 100% of their bank’s capital (via the local savings companies in the case of the Caisses d’Epargne).

(2) Excluding centralized savings.

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transferring their wealth. The expertise of private banking advisors is tailored to the needs of professional customers, self-employed professionals and business owners in the framework of a dual professional-personal banking relationship. In order to stimulate this promising area of growth, the number of financial advisors is constantly increasing along with the appropriate training. In 2012, the high end of the range was optimized with the addition of structured products and life-insurance vehicles via the open-architecture platform offered by Banque Privée 1818.

Private Banking assets under management grew by 6.3% to €55 billion.

Professional customers

As a longstanding partner of the Chambers of Trade and Craft Industries (Chambres de métiers et de l’artisanat), a benchmark banking institution of franchise businesses, active with self-employed professionals and farmers, Banque Populaire is the bank for small businesses with over a million professional customers.

Loans outstanding to professional customers totaled €40.7 billion, a 2.5% increase at the end of 2012.

Craftsmen and small retailers

As the bank of one out of three craftsmen(1) and one out of four franchise businesses(2), Banque Populaire became the exclusive partner of the Conseil du Commerce de France in 2012. It will take part in its discussions and in training workshops on the protection of business owners’ private wealth and on e-commerce.

In e-commerce, in 2012 Banque Populaire launched Direct et Proche, an innovative digital solution that helps professional customers make the digital transition. It also provides craftsmen and small retailers with an online showcase to present their product range or an e-boutique for direct online sales. The catalogue and Cyberplus Paiement system are included.

Banque Populaire also developed Monéflux Enseigne for multi-store small retailers, chains, franchise businesses, affiliates and members of cooperatives. This electronic payment solution includes a diagnostic tool for identifying needs, electronic payment terminal leasing and tools for analysis and supervision of customer payments, all at a low cost.

Self-employed professionals

With a penetration rate of over 14% with self-employed professionals, the Banque Populaire banks regularly enhance their offering, particularly with the

Atout Libéral range, which is tailored to the needs of each profession. With this

employee savings solution, launched in 2012, users benefit from a preferential tax and social security scheme.

Farmers

More than 61,000 farmers trust Banque Populaire, which offers them a compreehensive range of solutions: equipment finance, seasonal credit, farm warrants, hedging of market prices of principal agricultural commodities, and

Direct et Bon – an online platform for producers to sell their agricultural products

directly to consumers.

have 10 or more employees(3). Banque Populaire is also the bank of one out of two franchisors(1). Its customers have access to 159 business centers and some 1,000 specialized employees. Likewise, some 170,000 institutions and associations have chosen Banque Populaire as their bank.

Financing

Medium- and long-term business loans outstanding amounted to €19.6 billion, a 0.9% increase at year-end 2012.

In 2012, three Banque Populaire banks – Alpes, Côte d’Azur, Provençale et Corse – won the European Investment Fund’s call for tenders to facilitate the funding of micro-enterprises and SMEs in the Provence-Alpes-Côte d’Azur (PACA) region. Over three years they will be able to distribute €111 million in loans at preferential conditions. 80% of potential losses are guaranteed up to €20 million.

Preveo is another innovative solution offered by both Banque Populaire Val de

France and Caisse d’Epargne Loire-Centre. It was set up by the Centre region and the European Investment Bank (EIB) in July 2012, and encourages the decentralized production of renewable energy and energy-efficient buildings. The EIB has made a commitment to finance 50% of investments for legal entities for an amount of €150 million between 2012 and 2015. In the same renewable energy loan segment, Banque Populaire and Caisse d’Epargne won calls for tenders together in three other regions: Midi-Pyrénées, Languedoc-Roussillon and Aquitaine.

Payment processing

Banque Populaire launched Suite Entreprise Mobile, the first application that allows users to manage their company’s payment processing remotely and in real time on their smartphone or tablet PC. This secure platform allows users to monitor their accounts, as well as the company’s cash flows and projections, carry out their banking reconciliation, and transmit banking information using the EBICS T and EBICS TS secure communication protocols. Suite Entreprise facilitates the transition to SEPA payment methods and gives access to international transactions. Rounding out the solution is the optional business information tool Turbo@rating. Some 45,000 companies already use this multi-workstation, multi-profile, multi-company, multi-account, multi-bank and multi-currency cash management platform created by Banque Populaire. International

27% of Banque Populaire customers work abroad.

These customers receive comprehensive support: processing of business transactions, hedging, and advisory services on development, establishing a business abroad and acquisitions. In this area, Banque Populaire cooperates with Pramex International, a Groupe BPCE entity dedicated to advisory services in international business development. Pramex International has more than 120 consultants in 15 countries and supports about 1,000 SMEs.

In 2012, Banque Populaire launched Coveri Change and Coveri Taux – two straightforward solutions for hedging companies’ exchange rate and interest rate risks at an optimal cost.

(1) Source: Pepites CSA 2010 survey.

(2) Source: 9th BP/FFF/CSA survey, December 2012. (3) Source: TNS Sofres study 2011.

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Groupe BPCE’s businesses

Pramex International has developed synergies with the Banque Populaire banks to provide a bespoke offering. Thirty percent of network heads have sales outlets abroad and 19% want to expand internationally in the next two years. Creating and transferring businesses

As the leading distributor of business start-up loans(1) and a partner of leading entrepreneur assistance networks, Banque Populaire facilitates new business start-ups and takeovers with loans not requiring personal sureties or requiring reduced financial guarantees in partnership with small-business mutual guarantee companies (Socama) and the European Investment Fund.

With its national coverage in advisory services for business transfers, the Banque Populaire banks share a database that centralizes information on sellers and buyers to facilitate transactions.

In order to facilitate regional-scale solutions, the four Grand Ouest Banque Populaire banks implemented Ouest Ingénierie Financière for the sale of companies with a value of between €1 million to €15 million. Since its launch in mid-2011, this shared financial engineering structure has performed some 100 deals and almost 50 disposals.

Banque Populaire also bolstered its partnership with the Conseil National des Professions de l’Automobile (CNPA – professional organization of automotive professions) through an initiative called “Mon Entreprise Auto: créer, reprendre,

transmettre“ (My automotive company: creation, acquisition, transfer). The

purpose is to encourage succession in a sector where nearly half of business owners are over 50 years old.

Caisses d’eparGne

Since 1818, the Caisses d’Epargne cooperative banks have combined confidence, solidarity and modernity. As part of the second largest retail banking network in France, the 17 regional Caisses d’Epargne are among the leading banks in their regions. They support all economic players and are leaders in financing the public sector, social housing and the social economy.

Key figures

17 Caisses d’Epargne

4.7 million cooperative shareholders 26.4 million customers

4,219 branches Savings: €358.8 billion

Loans outstanding: €185.3 billion Net banking income: €6.8 billion

4.7 million cooperative shareholders

At December 31, 2012, the Caisses d’Epargne were 80%-owned by cooperative shareholder customers through local savings companies (LSCs). Natixis owns the remaining 20% in the form of cooperative investment certificates(2). The Fédération Nationale des Caisses d’Epargne is the institution providing

deliberation, communication and representation for the Caisses d’Epargne and their cooperative shareholders.

2012 significant events

• On-balance sheet savings rose by 8.1%(3), loans outstanding rose by 8.4%.

• Caisse d’Epargne gained more than 600,000 new individual customers. The number of new private banking and active professional and corporate customers grew by over 7%.

• Professional customers and the bank for regional decision makers made up more than one-fourth of net banking income compared to one-sixth four years ago.

• Caisse d’Epargne customer satisfaction improved throughout the year: 90% stated they are satisfied with their bank; 92% like their advisor; 87% would recommend Caisse d’Epargne(4).

2012 Top Com d’Or award for “La banque, nouvelle definition” (Banking. New

definition) corporate campaign. For the first time, Caisse d’Epargne is ranked

among the top ten of the most useful companies for the French(5).

individual customers

Caisse d’Epargne is a bank for the whole family that meets the needs of individual customers by providing them with an appointed advisor, great accessibility and bespoke solutions. Availability, responsiveness, consideration, support and advisory services: in 2012, Caisse d’Epargne made nine commitments to its customers. This initiative is the result of three years of efforts to study and identify new customer requirements. Driven by a far-reaching communication campaign, it effectively engaged employees and was well-received by customers, whose satisfaction with the bank has improved.

Services

As the reference bank for young adults, Caisse d’Epargne confirmed its momentum with the new Solution 16/17 package for students abroad, offering them free cash withdrawals outside France and health insurance. More than 50 new partnerships were formed with colleges and universities.

Loans and credit

Despite the challenging economic and regulatory climate, new consumer loans stood at €5.3 billion. New real estate loans totaled €18 billion, bringing total outstandings to €105 billion, an increase of 9%.

Process improvements and new offers, such as Primo +, have increased

flexibility and optimized Caisse d’Epargne’s real estate loan offering with new complementary options (adjustments, deferments, etc.).

Investment solutions

Customers prefer secure, untaxed liquid savings.

The sharp increase in the deposit ceiling on Livret A and Livret Développement Durable (LDD) sustainable development passbook savings accounts generated net inflows of €6.7 billion in 2012 at the expense of other savings schemes. Furthermore, subscriptions for cooperative shares amounted to €1.6 billion. New offers included Caisse d’Epargne’s extension of the flexible monthly savings contract, Solution Libre Revenu, to shorter durations, launched the new Captio

(1) Source: Oséo.

(2) A project aimed at simplifying the Group’s organizational structure has been drawn up, this plan will first be the subject of consultations with the employees’ representatives before being submitted for approval to the relevant governing bodies. Once this operation has been completed as planned, the cooperative shareholder customers will own 100% of their bank’s capital (via the local savings companies in the case of the Caisses d’Epargne).

(3) Excluding centralized savings.

(4) Source: 2012 National Customer Satisfaction Survey. (5) Source: Viavoice/Ogilvy/Le Monde survey, March 2012.

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Off-balance sheet savings outstandings – life insurance and UCITS – were stable at €108 billion.

Bancassurance

The Caisses d’Epargne performed remarkably well in 2012, distributing more than 870,000 new policies.

New business grew sharply at 19% in total: +17% in car insurance, +9.5% in comprehensive home insurance and +26% in provident and health insurance at end-December 2012.

Private banking

Private banking performed well despite the crisis by adopting a differentiated approach vis-à-vis its customers based on closer customer relations and expert advisory services in investment and wealth management.

Eight new private banking service points were opened and nearly 400 employees trained.

The number of clients increased by 8% to 344,000.

The private banking offer was overhauled and enriched, particularly with the creation of an open-architecture life insurance platform with Banque Privée 1818, and the marketing of a highly comprehensive offering in income tax and wealth tax exemptions.

Asset under management grew by more than 9% to €91 billion.

Professional customers

More than 300,000 professional craftsmen, small retailers, self-employed professionals and small businesses are Caisse d’Epargne customers. In 2012, active customers increased by more than 7%. 80% are also private customers. Employee savings continued to develop substantially with the launch of several new offers: Compte Excédent Pro for the easy and flexible investment of surplus cash, Facturea Pro Tempo, a factoring solution with no time obligation, and a benefits planning solution for self-employed professionals.

Electronic funds-transfer solutions maintained strong momentum with equipment installations and payment processing up 12% and 18%, respectively (i.e. three times faster than the market average), the launch of contactless payment terminals and the testing of the S-Money electronic wallet. New medium- and long-term loans also remained strong, with more than €2.4 billion loaned to professional customers in 2012 to support their business growth.

Corporate customers

Caisse d’Epargne’s growth with corporate customers was strong, with an 8% increase in active customers. It bolstered its teams and skills in order to better meet the needs of medium-size enterprises and large corporates and maintained its dedicated expertise in green business (financing infrastructures linked to renewable energies).

Commercial payment processing grew by 18% to over €47 billion. New loans totaled €2.4 billion, a 20% increase, and loan outstandings totaled €8.4 billion. Five Caisses d’Epargne subscribed for a €80 million bond issued by GIAC, a group of small- and medium-sized enterprises, in order to finance growing SMEs in the long term at a competitive rate.

via French local investment funds (FIP), innovation mutual funds (FCPI) and

venture capital funds (FCPR) that are managed regionally.

Professional real estate

Caisse d’Epargne is the leading financing partner for real estate professionals – planners, developers and investors – for all types of projects: housing, managed residences, industrial and commercial real estate.

Amid difficult economic conditions, new loans totaled €3.7 billion. Thanks to the partnership formed with Crédit Foncier Immobilier, customers now have a comprehensive range of services, including expertise, advisory, audit and marketing assistance.

social economy

As the leading fund provider for the social economy, Caisse d’Epargne supports over 20,000 businesses in the sector.

In 2012, it doubled its efforts targeting major corporate clients, particularly in private eduction, health, medical and social care facilities.

New loans totaled €635 million and payment processing €17 billion, a 13% increase.

The Associatis passbook savings account proved its appeal among associations with inflows totaling over €1.5 billion.

Protected persons

300,000 protected persons, i.e. more than one out of three, are Caisse d’Epargne customers and, as such, have access to specialized advisors with dedicated solutions.

The objective is twofold: firstly to promote the independence of protected persons in a secure set-up and facilitate the everday tasks of legal representatives; and secondly to provide investment solutions that meet the requests of guardianship judges.

Savings under management for this customer base amounted to €6.1 billion at end-2012.

Public sector

Caisse d’Epargne is a major player in lending to local authorities, to their organizations and to public hospitals. Loans outstanding were slightly higher at €48.5 billion at end-2012, reflecting the policy of maintaining stable outstandings in this customer segment. In 2012, €5 billion in new loans were issued either directly, via Crédit Foncier or through innovative new financing solutions for institutional investors.

Groupe BPCE put €485 million towards financing public-private partnership projects, consolidating its position as a major player. For example, in 2012, with the support of Caisse d’Epargne Languedoc-Roussillon, Natixis arranged the financing of a partnership agreement to build, operate and maintain the high-speed railway line for the Nîmes-Montpellier bypass. For the Group, the project represents an inflow of tens of millions of euros and more than €2 billion in payment flows over the 25 years of the agreement.

Debt management transactions totaled €2.9 billion and the active real estate and wealth management offer continued to grow.

The same applied to electronic funds-transfer solutions, with the Carte Achat

Public and the web-based collection service SP+, which has met growing success

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Groupe BPCE’s businesses

Healthcare

In this sector, Caisse d’Epargne’s expertise and positioning as an operator through the Fondation Caisse d’Epargne pour la solidarité, manager of the leading French network of establishments for the elderly and dependent persons, is what makes the difference.

Among its achievements in 2012, Caisse d’Epargne Provence-Alpes-Corse made a contribution to finance the merger of the private non-profit hospitals Ambroise-Paré and Paul Desbief de Marseille, making it possible to build a new structure with 450 beds.

Through numerous initiatives, such as Rencontres Santé Caisse d’Epargne which brought together over 200 decision makers in 2012, Caisse d’Epargne works at fostering cooperation between the various players, entities and establishments within the same region in the interest of overall patient care and the efficiency of our healthcare system.

social housing

Caisse d’Epargne is the leading private bank for social housing organizations, whose buildings have been historically financed by Livret A passbook savings account deposits. As shareholders, the Caisses d’Epargne participate in the governance of one-third of social housing companies and public housing office, and are also operators themselves.

In 2012, the Caisses d’Epargne entered into a partnership with the Fédération des OPH (Social housing organizations federation). Together with Crédit Foncier, they committed €822 million commitment in regulated social housing loans: PLS, PLI and PSLA(1). New medium- and long-term financing for social housing totaled €2.1 billion, increasing loan outstandings to €13.2 billion at end-2012. Total inflows came to €7.4 billion, €3.6 billion of which were invested in Livret A passbook savings accounts. Commercial payment processing grew by 17%. Habitat en Région

Caisse d’Epargne is one of the leading private operators in social housing. Habitat

en Région is a collective of social housing operators created on the initiative

of the Caisses d’Epargne in 2011. In 2012, 180,000 social housing units were managed by 26 companies (social housing company affiliates, rent-subsidized housing cooperatives and local public enterprises).

Habitat en Région combines the strengths of a banking network and a

collective of operators. Its decentralized structure gives each network operator independence and guarantees optimal responses to housing and development needs in the regions: real estate research, construction projects, equipment, energy audits and energy saving certifications.

other networks in franCe

Crédit foncier

Specializing in real estate financing, Crédit Foncier works with individual customers as well as public and private operators in synergy with Groupe BPCE networks.

Key figures

260 branches

7,000 real estate professional partners €9.8 billion in loans issued

€8.1 billion in new issues

In 20 years, over 3 million households have become homeowners thanks to Crédit Foncier

Crédit Foncier continued to implement its strategic plan for 2012-2016: refocusing its activities on its core businesses and its national customers; developing synergies with the Groupe BPCE networks and entities; cutting recurring expenses by 12% and deleveraging by 10% by 2016.

Individual customers

In a market declining by around 30% despite record-low interest rates, new loans totaled €6.5 billion in 2012, down 15%.

Crédit Foncier is the leading distributor of loans for low-income families(2), with 43% market share and 15% for PTZ+ interest-free loans with no resource prerequisites, designed for first-time home-buyers.

Two new loans were launched: the Prêt Viager Hypothécaire (PVH) with fractioned disbursements and the Foncier Plus, allowing local authorities and their partners to offer assistance to their clients, with reduced loan repayments over the first few years.

Public and private operators

New loans totaled €3.3 billion in declining public and private sector markets. In the private sector, Crédit Foncier supported several projects for the acquisition and restructuring of geographically well-placed assets with a view to reselling them and taking advantage of attractive financing opportunities for Paris property managers.

In the stable project financing and public private partnership market, Crédit Foncier contributed €100 million to finance roadways, cultural facilities, student residences and retirement homes.

With its social housing regulated loan distribution platform, Crédit Foncier supports its customers in close cooperation with the Caisses d’Epargne. New loans came out at €800 million in 2012.

Crédit Foncier also fulfilled its role as a fund provider for local authorities alongside the Caisses d’Epargne, issuing new loans totaling €600 million. Real estate services

As the No. 4 real estate advisor(3) in France, Crédit Foncier Immobilier helps its customers determine the value of their real estate assets.

The Advisory and Appraisal division continued to develop its business with major institutional customers and enhanced its positioning with Groupe BPCE, particularly through support under project ownership assistance agreements.

(1) State-sponsored rental accommodation loans, intermediate rental and social lease-ownership loans.

(2) Source: Société de Gestion du Fonds de Garantie à l’Accession Sociale (SGFGAS), which provides services to banks that distribute special property mortgages established by the French government to promote home ownership.

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ownership programs. Financial transactions

La Compagnie de Financement Foncier, a wholly-owned subsidiary of Crédit Foncier, is one of the world’s top private issuers of secured bonds. Rated AAA by the three principal financial rating agencies, it finances Crédit Foncier’s activities and some of Groupe BPCE’s other activities through the issue of covered bonds. In 2012, it issued €7.1 billion: €5.8 billion in public issues and €1.3 billion in private placements under French law with an average maturity of 9.3 and 11.9 years, respectively.

Crédit Foncier also innovated with the launch in France, under its own name, of the first bond for the general public distributed online. This 6-year bond, with a 4.25% fixed interest rate, was well-received by small institutional investors looking for simple, attractive investments. Subscriptions neared €951 million. Under its deleveraging strategy, Crédit Foncier transferred over one billion euros in individual customer real estate loans to La Banque Postale. This transaction freed up its capacity to grant new loans, particularly homeownership loans to low-income families.

Banque Palatine

Dedicated to business banking and wealth management, Banque Palatine helps its customers achieve their personal and professional goals.

Key figures

52 branches

9,600 business customers 65,000 private customers

€7 billion in customer loan outstandings

€14.5 billion in customer savings (balance sheet and off-balance sheet)

Banque Palatine is committed to establishing a true financial partnership with its customers, drawing on its recognized areas of expertise and high value-added advisory services, with solutions tailored to each customer. Several training and development initiatives were also launched in favor of employees.

Corporate customers

Banque Palatine continued its development among medium-sized enterprises with revenues ranging from €15 million to €500 million, its core target market. In 2012, it created a special circle for discussions and analysis especially for the heads of these companies: “Cercle Palatine des ETI” (cercle-palatine-eti.fr). Its new online banking offer, e.Palatine Entreprises, was largely rolled out. This offer is highly secure and includes comprehensive management of delegated powers.

successfully launched.

As the leading banker for regulated real estate professions, Banque Palatine entered into a partnership with Valoénergie, Groupe BPCE’s specialist subsidiary, to promote energy efficiency projects with their customers (real estate companies and professionals).

The bank confirmed its potential in the media, audiovisual and film sector, primarily as the partner of the Quinzaine des Réalisateurs (Directors’ Fortnight) in Cannes for the second year.

Individual customers

Over 40% of Banque Palatine’s medium-size business customers are also private customers and as such benefit from a comprehensive wealth management approach. In 2012, the dedicated offer for business owners was enhanced with the production of a special brochure.

The bank launched an EMTN placement offer, providing investors with sold returns while contributing to the solidity of their balance sheet.

It also improved its remote banking offer, with a more user-friendly and intuitive interface thanks to the Group’s technologies.

Asset management

The subsidiary Palatine Asset Management won the Grand Prix 2012 award as the best French medium-size asset manager in France, handed out by Fundclass(1).

Acknowledged for its conviction-based management and responsiveness, it manages 70 funds, 13 of which are rated 4 or 5 stars by Morningstar for their performances over three, five and 10 years.

Palatine Asset Management applies the Principles for Responsible Investment (PRI). Four SRI funds received the Novethic label in 2012.

In the French equities category, the historic SICAV Uni-Hoche received the Victoire des SICAV and Morningstar Fund Award for the third year in a row, and also took third place in the Agefi 2012 asset management awards.

other commercial banks in france

Other Groupe BPCE banks, often among the oldest in their region, help reinforce the economic development of their region or have the ability to meet the needs expressed by certain categories of customers, corporates, professional customers or individual customers, with dedicated savings and financing solutions and services.

specialized bank Description

Crédit Maritime Mutuel A cooperative bank serving stakeholders in coastal and port cities

affiliated and

partner bank Description

Banque BCP A bank for Portuguese or Polish individual and professional customers in France

regional banks region

Banque Chaix Bouches-du-Rhône, Vaucluse Banque Dupuy,

de Parseval Languedoc-Roussillon

Banque Marze Ardèche, Drôme

Banque de Savoie Rhône-Alpes Crédit Commercial

du Sud-ouest Aquitaine

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PRESENtAtIoN oF GRouPE BPCE

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Groupe BPCE’s businesses

overseas and international networks

BPCE International et Outre-mer (BPCE IOM) develops commercial banking business outside France. A wholly-owned subsidiary of BPCE, it comprises 15 banks, with a controlling interest in 11 of them, and two specialized subsidiaries: Pramex International and Ingépar.

Key figures

193 branches(1)

Net banking income: €482 million Loans outstanding: €9.6 billion Deposit outstandings: €6.8 billion

BPCE IOM develops a modern and innovative network internationally and in the French overseas territories, targeting excellence in customer service.

In 2012, its subsidiaries improved their operational efficiency by rolling out new working methods and sharing the Group’s best practices throughout the business functions.

BPCE IOM purchased a 5% equity interest in Banque Centrale Populaire du Maroc (BCP Maroc) and bought the Group’s 9.98% equity interest in Banca Carige (Italy). In 2013, it will be in charge of the operational oversight of Natixis Vietnam.

2012 significant events

• Among the year’s transactions, Banque de la Réunion and BPCE IOM funded the new Mayotte airport for €45 million, under a public-private partnership.

• Four new solar energy projects were financed by the overseas departments, confirming the Group’s commitment in favor of renewable energy, which is extremely important to the development of these areas.

• As the leading overseas bank to offer this service, Banque de la Réunion launched S-Money, which allows subscribers to receive and send money instantly from their smartphone. It also distributes prepaid cards for young people and businesses.

• It entered into a partnership with Natixis for the sale of employee savings products and hedges against exchange rate, interest rate and commodity risks.

• Banque de Nouvelle Calédonie opened its first branch in Koné, in the northern province of New Caledonia.

• Banque de la Réunion and Banque des Mascareignes teamed up with Natixis to set up a global documentary credit line for the CFAO Group.

expertise of specialized subsidiaries

With120 consultants in 15 countries, Pramex International advises and supports the international development of some 1,000 SMEs per year. In 2012, it entered into partnerships with Ubifrance and Oséo to promote the support of French SMEs around the world. It expanded its offer for franchisors, which boast solid international momentum, and for companies generating revenues of more than €15 million.

Ingépar arranges complex financing for assets overseas and in mainland France: infrastructures, transport, industrial projects, hotels and real estate, and public-private partnerships. In particular, it arranged financing for nearly 30 social housing construction programs (€220 million) for the main social housing fund providers overseas, and for two hotel complexes in New Caledonia and Guyana (nearly €60 million total). Finally, Ingépar designed and implemented optimized rail equipment lease financing solutions for Groupe BPCE entities (tramways for the RATP, regional express trains for the PACA region), for over €450 million in assets.

Banks in the BPCe international et outre-mer

network

Overseas territories Equity Interest Branches

Banque de la Réunion 88.9% 28 Banque des Antilles Françaises 100.0% 25 Banque de Saint-Pierre et Miquelon 80.6% 2 Banque de Nouvelle Calédonie 96.8% 19

Banque de tahiti 96.2% 17

africa, indian ocean

Banque des Mascareignes 100.0% 13

BMoI (Madagascar) 75.0% 10 BtK (tunisia) 60.0% 21 BICEC (Cameroon) 68.5% 34 BCI (Congo-Brazzaville) 100.0% 18 BNDA (Mali)* 9.7% BCP (Morocco) 4.9% europe BCP Luxembourg 80.1% 6 Fransabank France 40.0% Banca Carige 9.98%

* Crédit Coopératif owns a 9.7% stake in BNDA.

References

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