Overview 2007 - Banque Populaire Group
Transcription
Overview 2007 - Banque Populaire Group
BANQUE POPULAIRE GROUP Overview / April 2007 01 Both stable and a driving force. PROFILE & CORPORATE GOVERNANCE VALUES AND FOUNDATIONS PROFILE CHAIRMAN'S MESSAGE CORPORATE GOVERNANCE 2006 KEY FIGURES OVERVIEW OF 2006 SIMPLIFIED ORGANIZATIONAL CHART 04 05 06 07 10 12 13 02 Both responsible and committed. BUSINESS ACTIVITIES & SUSTAINABLE DEVELOPMENT CUSTOMERS MEMBER-STAKEHOLDERS EMPLOYEES A CIVIC-MINDED COMPANY 16 20 22 24 03 Both local and powerful. ORGANIZATION 20 BANQUE POPULAIRE BANKS BANQUE FÉDÉRALE DES BANQUES POPULAIRES NATIXIS THE GROUP WORLDWIDE 30 36 38 41 04 FINANCIAL INFORMATION REVIEW OF OPERATIONS AND RESULTS 44 Both efficient and confident. Commitment and the desire to win, established strengths and the ability to innovate… the Banque Populaire Group's identity is based on its complementary characteristics. This consistency makes the Banque Populaire Group a strong business, with its growth based on the foundations of a real corporate spirit, active solidarity and cooperation as a key value for today and the future. Attesting to the desire to act and win together, 3.2 million member-stakeholders and 35,000 employees have put their trust in the Group, all driven by the dream of entrepreneurship. PROFILE & CORPORATE GOVERNANCE 1 THE BANQUE POPULAIRE GROUP IN 2007 An evolving Group THE BANQUE POPULAIRE GROUP Both stable and 2 Entrepreneurship, Cooperation and Humanity are the three intrinsic values of the Banque Populaire Group. These values form the basis of its everyday activities and are key in the success it achieves year after year. The Group's solid performance in 2006 was driven by these values. The relevance of its committed and pro-active strategy is demonstrated not just by the figures, but by its revenue and earnings growth. 3 THE BANQUE POPULAIRE GROUP IN 2007 A desire for challenge PROFILE & CORPORATE GOVERNANCE a driving force. VALUES AND FOUNDATIONS Deep roots drive the Group Entrepreneurship, Cooperation and Humanity are the three fundamental values that make up the Banque Populaire Group's genetic heritage. They determine its choices in terms of corporate governance and its method of management, giving it a unique position in the French banking industry. The Banque Populaire Group has built up a strong identity over the years. Created at the end of the 19th century on the initiative of entrepreneurs as a means of providing support for each other, it has managed to maintain and reinforce the values and beliefs of its founders. The Group has adapted itself continually to a rapidly changing society and economy in order to be able to offer its customers – both in France and abroad and at any time – the best solutions, always in accordance with its original values. Entrepreneurship 4 The Banque Populaire Group was created by and for entrepreneurs. Therefore, it inevitably suppor ts and encourages Entrepreneurship. As market leader in business start-up loans, it fuels the creative drive of its customers and employees. It respects courage, tenacity and enthusiasm of people in their professional or personal projects. For the Group, Entrepreneurship also means recognizing the talent of others. Cooperation The Banque Populaire Group’s history, organizational structure and day-to-day experience illustrate its ability to support cooperation in a socially responsible way. Cooperation means working together in order to succeed together, in concert, with mutual trust and transparency, resisting short-term pressures. The Group has developed solid and durable relationships with its 3.2 million member-stakeholders, who are both the owners and the customers of the bank. Humanity The Banque Populaire Group has built itself up on the basis of respecting the changing lifestyles, sensitivities and expectations of its customers, partners and employees. It is one of the leading job creators in France and dedicates large sums to training and skills development. For the Group, each person's project is unique. Putting the individual at the centre of its concerns enables it to place its full meaning and emphasis on banking relations. KEY FIGURES 20 Banque Populaire banks 68 mutual guarantee companies 3,200,000 member-stakeholders 7,000,000 customers 35,000 employees* 2,880 branches Present in 71 countries with Natixis * Number of full-time equivalent employees (permanent and temporary) as at December 31, 2006, and on the basis of the new scope of consolidation following the creation of Natixis. The majority of these employees are in retail banking. PROFILE Through its network of Banque Populaire banks, all created by entrepreneurs directly tuned into their economic and social environment, the Banque Populaire Group has developed a climate of confidence and closeness and established durable relationships with its customers and member-stakeholders, based on shared mutual interests. Thanks to the expertise of its employees and the breadth of its range of banking, financial and insurance products and services, the Group is able to meet the expectations of a wide range of customers, comprising individuals, small businesses, small retailers, farmers, business owners, institutions, banks and financial institutions. The Group provides continual support both in France and – via Natixis – abroad, through its network spanning 71 countries. A commitment to serving everyone A unique characteristic of the Banque Populaire Group is its long-standing commitment to economic and social development: I Over 3,000 net new jobs in 2006; I No.1 provider of loans for starting or acquiring a business in France; I Several of the Group’s entities are among the market leaders in solidarity-based savings, thereby confirming its front-running position (Finansol 2006 solidarity-based finance survey). These positions in areas that are essential for everyone are a concrete illustration of the aims of the Banque Populaire Group. Its numerous initiatives in respect of sustainable development also demonstrate the real-life implementation of the cooperative values that drive the Group’s day-to-day activities. A three-dimensional organization 18 Banque Populaire regional banks, CASDEN Banque Populaire and Crédit Coopératif These cooperative organizations are the Group’s parent companies and the shareholders of Banque Fédérale des Banques Populaires. They are autonomous, fully-fledged banks providing their customers with a local service and a full range of banking and insurance products and services. >>> COOPERATIVE DIMENSION Banque Fédérale des Banques Populaires This is the central body of the network of Banque Populaire banks and Crédit Maritime Mutuel or “Crédit Maritime” banks. It is also the shareholder and the central body of Natixis, jointly with Caisse Nationale des Caisses d’Epargne (CNCE). Finally, it is responsible for the control, strategy and coordination of all of the Banque Populaire Group's activities. >>> FEDERAL DIMENSION Natixis Listed on Euronext Paris, Natixis is a joint subsidiary of the Banque Populaire Group and the Caisse d'Epargne Group. It has five core business lines: corporate and investment banking, asset management, private equity and private banking, services and receivables management. > > > L I STED-COMPANY DIMENSION 5 THE BANQUE POPULAIRE GROUP IN 2007 With 7,000,000 customers and 2,880 branches, the Banque Populaire Group is one of France's largest retail banking networks. As a cooperative organization built on strong values, the Group strives for a harmonious balance between robust financial performance and concern for the collective interest. PROFILE & CORPORATE GOVERNANCE Cooperation and enterprise CHAIRMAN'S MESSAGE Philippe Dupont, Chairman of the Banque Populaire Group The Banque Populaire Group reported a solid performance for 2006, reflecting its strong position in the French retail banking market in a more difficult global market. These results confirm the relevance of its strategic choices. With the creation of Natixis(1), which was an historic stage in its development, the Banque Populaire Group has strengthened its position in the areas of corporate and investment banking and services. This new dimension will foster its growth. « With over 3.2 million member-stakeholders and 35,000 employees, the Banque Populaire Group is moving ahead into the future with determination and serenity. By pursuing its strategy of winning personal customers as well as small business clients and corporate clients, the Group delivered a strong performance in 2006. Net banking income exceeded B8 billion(2), an increase of 11%.Twothirds of net banking income came from retail banking activities and one-third from Natixis, thereby maintaining the traditional balance. Net income attributable to equity holders of the parent rose 14% to B1.7 billion. Recurring retail banking revenues and the creation of Natixis improved the Group's financial solidity. With total regulatory capital of B20.4 billion, it has the means to continue with its strategy of expansion in its core business line and finding growth drivers in keeping with its business model. 6 Career path of an entrepreneur 1981 Philippe Dupont becomes Chairman and Chief Executive Officer of Max Dupont et Cie, a position he holds until 1999. 1988 At the age of 37, he becomes chairman of B.P. ROP – Banque Populaire (now Banque Populaire Val de France), having been a director since 1983. 1999 He is voted Chairman of the Banque Populaire Group. 2006 He is appointed Chairman of the Management Board of Natixis. In retail banking, in which the Banque Populaire banks delivered one of the best performances in France in 2006, with net banking income up 5.3% excluding the effect of home purchase savings plans, the Group’s strategy is based on three core principles: winning customers, ensuring customer loyalty and selling more products to each customer.We have continued to adapt our network, which now comprises 18 Banque Populaire regional banks and nearly 3,000 branches located throughout France. The hiring of 3,000 new employees, mostly in the retail banking network, constitutes an additional advantage in our expansion. Our strategy proved fruitful yet again this year. The relevance and scope of our range of products and services and the professionalism of our teams are reflected by a significant increase in the number of customers. Organic growth was boosted by two new partnerships - one with Ordre des Masseurs Kinésithérapeutes (French Physiotherapists’association) for small businesses and one with La Mutuelle des Étudiants (LMDE) (France’s principal student mutual insurance company) for personal customers. Our investment in international operations is beginning to come to fruition both in Eastern Europe and in Africa.We have enjoyed an auspicious start to 2007 with the acquisition (1) Joint subsidiary of the Banque Populaire Group and the Caisse d'Epargne Group (2) Pro forma figures of Foncia, market leader in residential property services with operations primarily in France, Germany, Switzerland and Belgium. With 3.2 million member-stakeholders and 35,000 employees, the Group is moving ahead into the future with determination and serenity, respecting its cooperative values combining both performance and responsibility to society. The Banque Populaire Group is open to progress and innovation and will continue to prioritize local relationships with its customers. I am confident about the ability of our Group – with its entrepreneurial foundations – to adapt to the demands of the rapidly evolving banking sector in a changing world. CORPORATE GOVERNANCE The Banque Populaire Group's corporate governance decisions are in keeping with its values, its federal structure and its status as a cooperative bank. Chaired by Philippe Dupont, the Board of Directors of Banque Fédérale des Banques Populaires, the central body, is the Group's real governing body. As the Group’s real governing body, the Board of Directors of Banque Fédérale des Banques Populaires is responsible for overseeing and defining the strategy of all of its components from a variety of viewpoints, such as development, profitability, safety, organization and IT. It is responsible in particular for taking any measures necessary to ensure the liquidity and solvency of the Banque Populaire network and approves Directors of the Banque Populaire banks. In 2006, the strategic proposals submitted to the Board included the creation of Natixis with the Caisse d’Epargne Group and the creation of Banque Populaire Occitane by merging two regional banks. The Board of Directors of Banque Fédérale des Banques Populaires is supported by three consultative committees: the Group Risk Management Committee, the Audit Committee and the Remuneration Committee. A Corporate Governance Charter In November 2002, the Board of Directors approved the Corporate Governance Charter of the Banque Populaire banks and the Framework Internal Rules for their Boards of Directors.The Charter sets out the responsibilities of the Board of Directors, the Chairman, the Chief Well before the May 2001 Corporate Governance Act entered the statute books, the Banque Populaire banks had already decided to optimize the effectiveness of their corporate governance by separating the roles of Chairman and Chief Executive Officer, thus separating responsibility for strategic decisions and control from the implementation of these decisions and the management of the business. PROFILE & CORPORATE GOVERNANCE The Chairman of the Board of Directors of Banque Fédérale des Banques Populaires is elected by the Board of Directors and plays the role of Chairman and Chief Executive Officer. He has full powers to act on behalf of the company under all circumstances. He bears the title of Chairman of the Banque Populaire Group. If recommended by the Chairman, the Board of Directors may appoint one or more Deputy Chief Executive Officers to assist the Chairman in his role as Chief Executive Officer. Executive Officer and the consultative committees of the Banque Populaire banks. Top-ranking business managers 7 The Banque Populaire banks are cooperative banks and their member-stakeholders play a central role in their organization. Boards of Directors are made up of member-stakeholders who are also customers.The boards are responsible for defining the bank’s strategy and general policy, in keeping with the Group’s strategy and policy, on the basis of proposals made in concert by the Chairman and the Chief Executive Officer. The Chairman of each Banque Populaire bank holds or has held positions of senior responsibility within local or national companies and is actively involved in the economic life of the region. Each Chairman therefore has a vast amount of expertise in running a company and the interaction this requires with the local environment, particularly the financial environment.The Chairman is elected by the bank’s Board of Directors for a renewable three-year term. The Chief Executive Officer of a Banque Populaire bank has a depth knowledge of the banking industry, having spent the majority of his professional life in the industry, taking increasing responsibility within various companies of the Group. He is selected on the basis of a list of aptitudes and appointed, on the proposal of the bank’s Chairman of the Board of Directors and its members, for a renewable five-year term. The Chief Executive Officer is responsible for the day-to-day management of the bank. As manager of the bank and its employees, the Chief Executive Officer shares responsibility with the Chairman for the implementation of an internal control system to protect the bank against all potential risks (credit and margin risks, structural interest rate risks, market risks, currency risks, liquidity risks, operational risks etc.). THE BANQUE POPULAIRE GROUP IN 2007 The Board of Directors of Banque Fédérale des Banques Populaires is the decision-making and representative body of the Banque Populaire Group. It comprises 16 members, elected by the general shareholders’ meeting. Directors are individuals, the majority of whom must be Chairmen, Directors or Chief Executive Officers of a Banque Populaire bank. In keeping with the Group’s values of cooperation and organization, members of the Board of Directors are elected by their peers for a three-year term. One-third of Directors retire by rotation each year. CORPORATE GOVERNANCE Board of Directors of Banque Fédérale des Banques Populaires The Board of Directors of Banque Fédérale des Banques Populaires is the Group’s real governing body and acts as its decision-making and representative body. Its composition reflects the Group’s federal and cooperative organizational structure. Chairman and Chief Executive Officer Philippe Dupont has been given the title of Chairman of the Banque Populaire Group. MEMBERS AS AT DECEMBER 31, 2006 MAIN FUNCTION WITHIN THE COMPANY (1) PHILIPPE DUPONT Chairman of the Banque Populaire Group FIRST APPOINTED / TERM END (2) CHAIRMAN AND CHIEF EXECUTIVE OFFICER 07-08-1999 / 05-2008 VICE-CHAIRMEN JEAN-FRANÇOIS COMAS CLAUDE CORDEL JEAN-LOUIS TOURRET 8 Chief Executive Officer of Banque Populaire Côte d’Azur Chairman of Banque Populaire du Sud Chairman of Banque Populaire Provençale et Corse 05-31-2001 / 05-2007 09-23-1998 / 05-2008 07-08-1999 / 05-2009 BOARD SECRETARY YVAN DE LA PORTE DU THEIL Chief Executive Officer of Banque Populaire Val de France CHRISTIAN BREVARD MICHEL CASTAGNÉ JEAN CLOCHET PIERRE DELOURMEL PIERRE DESVERGNES STÈVE GENTILI YVES GEVIN (3) JACQUES HAUSLER (4) BERNARD JEANNIN PIERRE NOBLET CHRISTIAN DU PAYRAT (5) Deputy Vice-Chairman of Banque Populaire d’Alsace Deputy Vice-Chairman of Banque Populaire Occitane Chairman of Banque Populaire des Alpes Chairman of Banque Populaire de l’Ouest Chairman of CASDEN Banque Populaire Chairman of BRED Banque Populaire Chief Executive Officer of Banque Populaire Atlantique Chief Executive Officer of Banque Populaire Lorraine Champagne Chief Executive Officer of Banque Populaire Bourgogne Franche-Comté Deputy Vice-Chairman of Banque Populaire Rives de Paris Chief Executive Officer of Banque Populaire du Massif Central 05-22-2002 / 05-2008 DIRECTORS 12-20-2000 / 05-2009 05-27-2004 / 05-2007 05-27-2004 / 05-2007 05-19-2005 / 05-2009 05-27-2004 / 05-2007 10-20-1999 / 05-2008 02-22-2006 / 05-2007 05-18-2006 / 05-2009 01-19-2005 / 05-2008 05-27-2004 / 05-2007 05-18-2006 / 05-2009 NON-VOTING DIRECTOR BY RIGHT NATIXIS Represented by François LADAM, member of the Management Board of Natixis OTHER NON-VOTING DIRECTOR JEAN-CLAUDE DETILLEUX Chairman and Chief Executive Officer of Crédit Coopératif MEMBERS IN A CONSULTATIVE CAPACITY MICHEL GOUDARD BRUNO METTLING Deputy Chief Executive Officer of Banque Fédérale des Banques Populaires Deputy Chief Executive Officer of Banque Fédérale des Banques Populaires ALSO ATTENDING MEETINGS OLIVIER HAERTIG PIERRE RIBUOT MARTINE VEGA General Secretary of Banque Fédérale des Banques Populaires Representative of Banque Fédérale des Banques Populaires Works Council Representative of Banque Fédérale des Banques Populaires Works Council (1) Company: Banque Fédérale des Banques Populaires (2) Date of general meeting to approve the financial statements for the year (3) Since February 22, 2006, Daniel Duquesne has been replaced by Yves Gevin, Chief Executive Officer of Banque Populaire Atlantique.Yves Gevin was co-opted as director at the meeting of the Board of Directors of Banque Fédérale des Banques Populaires of February 22, 2006, and ratified by the general shareholders' meeting of May 18, 2006. (4) Jacques Hausler, Chief Executive Officer of Banque Populaire Lorraine Champagne, was appointed by the general shareholders' meeting of May 18, 2006, to replace Francis Thibaud as director. (5) Christian du Payrat, Chief Executive Officer of Banque Populaire du Massif Central, was appointed by the general shareholders' meeting of May 18, 2006, to replace Richard Nalpas as director. PROFILE & CORPORATE GOVERNANCE Yvan de La Porte du Theil Christian Brevard Michel Castagné Jean Clochet 9 Pierre Delourmel Pierre Desvergnes Stève Gentili Yves Gevin Jacques Hausler Bernard Jeannin Pierre Noblet Christian du Payrat François Ladam Jean-Claude Detilleux Michel Goudard Bruno Mettling THE BANQUE POPULAIRE GROUP IN 2007 Philippe Dupont Jean-François Comas Claude Cordel Jean-Louis Tourret 2006 KEY FIGURES Solid results… Group level 2,488 2,750 +11% 1,700 +14% 2005 2005 2006 2005 2005 +11% 2005 2006 2005 1,487 2006 8,083 7,280 NET BANKING INCOME GROSS OPERATING INCOME NET INCOME PRO FORMA - IN MILLIONS OF EUROS PRO FORMA - IN MILLIONS OF EUROS PRO FORMA - IN MILLIONS OF EUROS 20.4 10.5% 19.3 8.5% +2 pts Long-term ratings Banque Populaire Group 12/31/06 12/31/05 2005 12/31/05 TOTAL REGULATORY CAPITAL STANDARD & POOR’S MOODY’S AAAa3 TIER 1 RATIO IN BILLIONS OF EUROS Retail banking 1,936 1,095 +6% +9.5% 2005 2006 2005 2005 +6% 2005 2006 2005 1,199 2,047 2005 5,578 2006 5,257 NET BANKING INCOME GROSS OPERATING INCOME NET INCOME PRO FORMA - IN MILLIONS OF EUROS PRO FORMA - IN MILLIONS OF EUROS PRO FORMA - IN MILLIONS OF EUROS 92 85 12/31/06 +9% 12/31/05 12/31/06 12/31/05 2005 2005 +8% +12% 12/31/06 65 59 2005 109 97 12/31/05 10 12/31/06 +1.1 OUTSTANDING LOANS CUSTOMER DEPOSITS CUSTOMER SAVINGS IN BILLIONS OF EUROS IN BILLIONS OF EUROS IN BILLIONS OF EUROS …and strong positions No.1 > in business start-up loans > in the franchise sector > in mutual guarantees in France (thanks to its 68 mutual guarantee companies) > in factoring in the small business market No. 2 > in the French small business market …and thanks to Natixis's activities, the Banque Populaire Group is also No.1 > in employee benefits planning in France > in receivables management in France > issuer of cards for small businesses No. 2 > in real estate financing > in receivables management No. 3 > in credit insurance worldwide > in factoring in France The 2006 Finansol solidarity-based finance survey ranked three of the Group's entities among the top six in the solidarity-based savings sector: Banque Populaire d’Alsace, Crédit Coopératif and Natixis Asset Management. Long-term ratings Natixis STANDARD & POOR’S MOODY’S FITCH RATINGS AA Aa2 AA 11 THE BANQUE POPULAIRE GROUP IN 2007 One in three French SMEs works with the Banque Populaire Group. PROFILE & CORPORATE GOVERNANCE The Banque Populaire Group achieved solid results and strong positions in 2006 thanks to the relevance of its business model… OVERVIEW OF 2006 The local bank Creation of Natixis, international expansion, updated offering… The highlights of 2006. Natexis Banques Populaires becomes Natixis In March 2006, the Banque Populaire Group and the Caisse d’Epargne Group entered into negotiations concerning the combining of their corporate and investment banking and services activities within a joint listed subsidiary. On November 17, this resulted in the creation of Natixis, a new market leader in the European banking industry.The issuing of Natixis shares – the largest ever secondary market share issue in France – was completed on December 5 and was a great success, particularly among private investors. Reinforced commercial strength 12 The Banque Populaire banks continued to expand their coverage of France, opening 77 new branches in 2006.This robust network growth has been accompanied by the creation of leading regional operators. The new Banque Populaire Occitane was created in October 2006 from the merging of Banque Populaire Toulouse-Pyrénées and Banque Populaire Occitane. New products and services One of the key events of 2006 was the launch of Fructi-Pulse, a turnkey life insurance policy, as well as Autonomis, a long-term care cover policy, the Atout Libéral range of products and services for self-employed professionals and ACTIFLOW, a cash management offering to meet the needs of companies of all sizes. International expansion Spurred on by the success of BICEC in Cameroon, the Group enhanced its presence in Central Africa with the acquisition of the leading banking network in the Republic of the Congo. It has also stepped up its expansion in Central and Eastern Europe by establishing VBI-Volksbank International in Ukraine. A pioneering role in sustainable development March 2006 saw the nationwide launch of a range of “green” products dedicated to the financing of environmentally-friendly and renewable energy projects, comprising the CODEVair local deposit account and PREVair loans for environmentally-friendly property projects. A new giant of the oceans After 17 years of sponsoring nautical projects, the Group shifted up a gear by suppor ting the construction of a record-breaking maxi multi-hull trimaran, the Maxi Banque Populaire V. History End of the 19th century Small entrepreneurs joined forces to obtain access to lending facilities, resulting in the creation of the Banque Populaire banks. 1917 Law creating the status of the Banque Populaire banks as cooperative companies owned exclusively by their member stakeholders. Their objective was to support lending to small and medium-sized companies. 1921 Creation of Caisse Centrale des Banques Populaires. 1929 Creation of Chambre Syndicale des Banques Populaires. And more recently... 1998 Friendly takeover bid from the Banque Populaire Group for Natexis SA. 1999 Creation of Natexis Banques Populaires. 2001 Creation of Banque Fédérale des Banques Populaires, replacing Chambre Syndicale des Banques Populaires as the central body of the Banque Populaire Group. 2002 Acquisition of a majority stake in Coface by Natexis Banques Populaires. 2003 Crédit Coopératif adopts Banque Populaire cooperative public limited company (“société anonyme”) status. 2004 The provision of technical support for the Crédit Maritime regional banks by Banque Populaire regional banks in coastal areas. 2006 Creation of Natixis, a joint subsidiary of the Banque Populaire Group and the Caisse d’Epargne Group. BANQUE POPULAIRE GROUP: ORGANIZATIONAL CHART The Banque Populaire Group has a three-dimensional organizational structure: a COOPERATIVE DIMENSION with the Banque Populaire banks, the Group's parent companies, a FEDERAL DIMENSION via Banque Fédérale des Banques Populaires, the central body of the Banque Populaire network and Natixis, which it controls jointly (34.4%) with CNCE*, and lastly a LISTED-COMPANY DIMENSION via Natixis, the listed vehicle of the Banque Populaire Group and the Caisse d’Epargne Group. 3,200,000 member-stakeholders 100% 79.29% i-BP IT Platform 99.46% Banque Fédérale des Banques Populaires (BFBP) 60.93% 65.81% (1) PROPERTY MANAGEMENT RENTAL MANAGEMENT 100% MA BANQUE (2) 52.46% BICEC Bank in Cameroon SAS SIBP 24.5% 20.71% 34.44% VBI VOLKSBANK INTERNATIONAL (3) 99.99% BCI Bank in Congo REAL ESTATE TRANSACTIONS (4) Corporate and Investment Banking Ixis CIB, Natixis Bleichroeder SA, Natixis Bleichroeder Inc, Natixis Lease, GCE Bail Asset Management Ixis AM group (84.58%), Natixis AM Private Equity and Private Banking Compagnie 1818 (73.40%), Banque Privée Saint Dominique, Natixis Private Equity Services Foncier Assurance (60%), Natixis Assurances, Gestitres, Caceis (50%),Natixis Investor Servicing, CEFI (67%), Novacrédit (66%), Natixis Garanties, Natixis Interepargne, Natixis Paiement Receivables Management Coface, Natixis Factor, CGE Affacturage CIFG (Financial Guarantees) Contribution from retail banking via CCI certificates (5) * CNCE (Caisse Nationale des Caisses d'Epargne) (1) On April 3, 2007, a standing offer was submitted for the shares not held by BFBP. (2) Subsidiary of BFBP, MAAF and MMA. (3) VBI-Volksbank International is a bank under Austrian law operating in nine countries in Central and Eastern Europe. (4) Joint subsidiary with the Caisse d'Epargne Group. Subsidiaries are 100% owned unless stated otherwise. (5) Cooperative investment certificates: equity interest in the Banque Populaire Group and Caisse d'Epargne Group networks. 13 THE BANQUE POPULAIRE GROUP IN 2007 18 Banque Populaire regional banks, CASDEN Banque Populaire, Crédit Coopératif Crédit Maritime Mutuel Affiliated to Banque Fédérale PROFILE & CORPORATE GOVERNANCE As at April 4, 2007 THE BANQUE POPULAIRE GROUP Both responsible 14 The Banque Populaire Group has close, local relationships with all of its customers. By listening to its customers, it is able to offer them the most suitable and innovative banking solutions. It gives the best measure of sustainable development. It supports its member-stakeholders in their civic initiatives. The Group's social policy regarding its employees is founded on paying attention to people, training and employability. All of its actions take economic, social and environmental concerns into account. BUSINESS ACTIVITIES & SUSTAINABLE DEVELOPMENT Momentum for the future 15 THE BANQUE POPULAIRE GROUP IN 2007 and committed. CUSTOMERS Personal customers In 2006, the Banque Populaire Group successfully continued with its strategy of winning new personal customers and ensuring their loyalty thanks to an effective commercial organization, a range of high quality products and considerable mobilization of its network. 16 By pursuing an offensive strategy, based on its relevant positioning,the Group was able to win the trust of over 400,000 new personal customers in 2006.This is an impressive performance in a highly competitive market offering moderate growth. The Banque Populaire Group and LMDE have made a commitment to support students. In 2006, the Group signed an agreement with La Mutuelle Des Etudiants (LMDE) in order to facilitate students' access to loans and thereby give them greater autonomy. This five-year partnership agreement enables affiliates and/or members of LMDE to take out loans without the need for a guarantee from a parent or third party. Local relations and an interactive approach are core tools The Banque Populaire banks continued to enhance their geographical coverage of France in 2006 with the opening of 77 new branches, bringing the total number of branches to 2,880.The cash dispenser network was also extended to 4,300 ATMs in total, an increase of 7%, coupled with enhanced services offered to customers, such as the ability to recharge mobile phones at all cash dispensers. This improved geographical presence has been backed up by a high level of investment in remote banking channels in order to meet new customer expectations. Online banking saw strong growth, with 1.7 million subscribers (up 23%) and an average of 10.5 million connections per week. The Group’s call centers were also in high demand, with 10 million incoming calls in 2006 and 450,000 e-mails handled (an increase of 15%).The strongest growth was in the SMS+ service, which had over 100,000 users at end-2006 (up 80%). A dynamic commercial strategy In order to renew and increase its personal customer base, the Group has implemented a strategy of winning new customers, focusing primarily on young working people,high net worth individuals and public sector employees.2006 saw the signature of an innovative partnership agreement with France’s principal student mutual insurance company La Mutuelle Des Etudiants (LMDE) (see inset) and the creation of a national structure dedicated to private asset management.This strategy has been accompanied by efforts to ensure customer loyalty by launching new products and services suited to their new needs: life insurance policies Fructi-Pulse and Fructi-Néo, the Autonomis range of long-term care insurance policies etc. As a result of these efforts, the Banque Populaire Group delivered an excellent commercial performance in 2006. Customer savings were particularly robust,with significant growth thanks to the strong momentum of the life insurance business (premium income up 38% at B3.4 billion) and the successful placement of Natixis shares.2006 was also a good year for personal loans, with a 16.5% increase in origination to B16 billion, boosted by continuing growth in home loans and consumer lending. The Banque Populaire Group is present in all areas of the small business market and strengthened its leading position in 2006 while also enhancing its range of products and services. Successful launch of the “Prêt Socama Transmission Reprise” loan Launched in September 2005 by the Banque Populaire Group in partnership with Socama (Sociétés de Caution Mutuelle Artisanales) mutual guarantee companies and the European Investment Fund, this innovative product has been a resounding success among small businesses, with loans provided for over 3,000 businesses in 2006. It offers loans for individual entrepreneurs and legal entities of up to €100,000 with a personal guarantee of just 25% of the size of the loan. The Group is the No. 1 bank for small businesses, with one in three craftsmen and one in four shopkeepers currently Banque Populaire customers. It has also developed real expertise among other small business customers, including farmers, fishermen and self-employed professionals. Thanks to its local presence, skilled staff and close ties with affiliated networks and professional organizations, the Group is able to support its customers on both a professional and a personal level. A key player As market leader in providing loans for starting or acquiring a business, the Banque Populaire Group provides loans for around one in three star t-up owners a year. Its strength lies primarily in the innovative products and services available for entrepreneurs, such as Prêts Express Socama loans requiring no personal guarantee and Prêts Socama Transmission Reprise loans for business buyouts (see inset). Again confirming its commitment in this area, the Group signed a partnership agreement in 2006 with French business start-up agency APCE (Agence pour la Création d’Entreprise), to facilitate access to financing for start-up owners. The Group has also reasserted its position as the No. 1 franchise bank in the large retail sector, with 50% market share among franchisers and 27% among franchisees. In the agricultural market, the Group’s performance in 2006 – with financing of 533 million – illustrates the success of its approach founded on long-term commitment, local relations with customers and solidarity in the event of a crisis.The Group also continued with its effor ts to win new customers in the self-employed professionals segment with the launch of a new generic offering, Atout Libéral, in 2006. On the strength of its market-leading positions in the small business market, the Banque Populaire Group delivered a strong commercial performance in 2006. It is still No. 1 in electronic banking with 25% market share in issuances of payment cards.Thanks to the success of its receivables management services for small businesses, the Group has established itself as the No. 1 factoring provider in this market (contracts up 43%). Finally, with a portfolio of 28,160 small business contracts, Assurances Banque Populaire IARD is continuing to make progress in this market. BUSINESS ACTIVITIES & SUSTAINABLE DEVELOPMENT Small businesses 17 THE BANQUE POPULAIRE GROUP IN 2007 CUSTOMERS CUSTOMERS Corporate clients The Banque Populaire Group has established itself as a key player in the corporate banking market. Its wide-ranging expertise and the professionalism of its teams enable it to support its clients – whether small, medium-sized or large companies – in all stages of their development. 18 “Cap Poste clients” promotion A number of training, management and communications tools and actions were made available to the Banque Populaire banks to help them to market receivables management products to corporate clients. This was a major success, with growth of 13% in new contracts. From its solid footing in the corporate market,the Banque Populaire Group offers a broad range of banking products and services in areas as diverse as cash flow and capital management, structured and specialized financing, employee benefits planning and international or financial engineering. In addition to this global approach to clients’ needs, the Group offers a local presence, guaranteeing reactivity and understanding of companies’ specific needs. It has a structure dedicated to this customer group, based on the Banque Populaire business banking branches and business centers. Specialists at its 155 business centers mobilize and organize the Group’s various resources in order to offer tailor-made solutions to each client. In 2006,the Banque Populaire Group,with Natixis Factor*, also consolidated its position as market leader in factoring. Supporting business development Finally,in 2006,Coface – No.1 in France in export credit insurance – achieved its strongest intrinsic growth in 10 years at 9.8% like-for-like. Thanks to the combined expertise of the Banque Populaire regional banks and Natixis, as well as the complementary know-how of Coface, the Group is able to provide support at each stage of a company’s development, from starting up to expansion in France and abroad, IPOs and buyouts. With market share of 37%, the Group is the leading principal bank for businesses (source: SOFRES - September 2005). It is also No.1 in employee savings and has confirmed its position as the partner of choice for companies in the larger market of employee benefits planning. Thanks to Natixis, the Banque Populaire Group is a key player in financial engineering in Europe and the United States, with an increasing number of mandates and structured transactions. It continues to support its clients in their international trading activities and various projects on external markets (credit insurance, expor ts, imports, establishing offices or finding partners). * (formerly Natexis Factorem) The Banque Populaire Group has a solid position in the large market of institutional clients and the local public sector. Against the backdrop of major regulatory reforms, it offers solutions adapted to the new expectations of these various operators. Partner of choice Partnership with Ordre des Masseurs Kinésithérapeutes In 2006, the Banque Populaire Group won the invitation to tender by the new Ordre des Masseurs Kinésithérapeutes (French physiotherapists' association). In addition to providing payment processing services for all of the association's bodies, the partnership includes a range of personalized services for the organization's 60,000 professional members. The institutional client market comprises institutions in the strict sense (insurance companies, mutuals, providers of personal risk insurance, pension funds, associations, training and collecting bodies etc.), as well as the local public sector, including local authorities, public or private law satellite organizations, the public hospital sector and semi-public companies. The Banque Populaire Group has asserted its position as a partner of choice for these two customer groups, thanks to the local anchoring of its network, the know-how of Crédit Coopératif and the expertise of Natixis. It offers national, regional and local organizations services meeting their new requirements against the backdrop of major regulatory reforms, with decentralization and the opening up of banking services for the local public sector, acceleration in mergers in the mutual insurance sector and in particular mutual health funds. Strengthened position The introduction of a number of reforms affecting the local public sector constitutes an oppor tunity for the Banque Populaire Group, which is looking to strengthen its position significantly among local organizations, in particular small and medium-sized municipalities. In order to achieve this, it is developing a broad range of products and services, including short-term loans, bridging loans, conventional and specialized finance, project finance, electronic banking and service vouchers.The fruits of this pro-active approach were seen in 2006. In addition to an agreement with the French Ministry for Employment, Social Cohesion and Housing concerning the distribution of pre-financed service vouchers to pay domestic employees (“Chèque Emploi Service Universel” or CESU) to its 12,000 agents, the Group won two invitations to tender for the Monéo e-wallet. The Banque Populaire Group has also stepped up its expansion efforts in the institutional client market. In order to meet organizations’ new needs, particularly in terms of payments and financial asset management, in 2006 it launched the ACTIFLOW cash management solution, as well as a comprehensive range of structured products for pension funds and treasury managers. With Crédit Coopératif, the Group also has the leading bank for operators in the social economy. It has a very strong presence in the healthcare and social sector, offering a wide range of data transmission and teletransmission services for professional guardians. BUSINESS ACTIVITIES & SUSTAINABLE DEVELOPMENT Institutional clients 19 THE BANQUE POPULAIRE GROUP IN 2007 CUSTOMERS MEMBER-STAKEHOLDERS 20 Banque Populaire: a different kind of bank Parts sociales: Shares in the bank's capital Shares in cooperative companies are known as parts sociales. Like conventional commercial companies, cooperative companies issue shares in exchange for a financial contribution. These shares represent a portion of the company's share capital and certify the rights of the partner, member-stakeholder or shareholder. Shares in cooperative companies are not listed and are therefore not affected by market fluctuations. The price per share varies from one Banque Populaire bank to the next and is determined by the bank's bylaws. Each year, at the annual general meeting, the board of directors of the bank elected by the member-stakeholders sets the rate of interest paid on shares. With a solid anchoring in the reality of European companies, cooperation constitutes a strong identity and leverage for growth. Through its relationships built up over the years with its member-stakeholders, the Group demonstrates its cooperative commitment on a daily basis and is continually stepping up its localized efforts. The Banque Populaire Group benefits from the unique advantage of very close relations with its member-stakeholders,which are reinforced every day. Its cooperative commitment, driven by the 18 Banque Populaire regional banks, CASDEN Banque Populaire, Crédit Coopératif and Crédit Maritime, is reflected by the rapid increase in the number of member-stakeholders (3.2 million at end-2006 compared with 2 million in 2002).This strong growth in the number of member-stakeholders is the result of a pro-active strategy and numerous initiatives. Member-stakeholders: closely involved partners Being a member-stakeholder means joining forces with men and women with the same values. By acquiring shares in the bank, the customer becomes a partner and gives the bank the means to invest and expand.Through their cooperative commitment and involvement in the bank’s initiatives, member-stakeholders are also involved in the economic, cultural and social development of the region. Member-stakeholders are kept abreast of the bank’s activities. Each year, they attend the annual general meeting, approve the financial statements and resolutions, ratify management decisions and elect directors. Active solidarity on the ground In an increasingly disorientated world,the member-stakeholder concept responds to the need for proximity, a local footing and civic initiatives. This is demonstrated by the success of the actions of member-stakeholders carried out in collaboration with the Banque Populaire banks.With programs such as Club Déclic, regional initiative awards and voluntary work awards, the Banque Populaire banks and their member-stakeholders support civic projects and efforts to protect the environment and cultural heritage.Together, they endeavor to improve the quality of life of 3.2 AVERAGE AGE**** NUMBER OF MEMBER-STAKEHOLDERS IN MILLIONS 19.2% 17.4% 15.0% 11.9% 11.3% 10.9% 20 - 24 years 3.7% 18 - 19 years 2.8% 16 - 17 years 1.7% 12 - 15 years 0 - 11 years 9.5% I Member-stakeholders children of non member-stakeholders I Member-stakeholders children of member-stakeholders ALL MEMBER-STAKEHOLDERS: INTERGENERATIONAL TIES BETWEEN MEMBER-STAKEHOLDERS**** Customers aged under 25 with parent member-stakeholders represent 1.1x more member-stakeholders. Of customers aged under 20, those with parent member-stakeholders represent 2.9x more member-stakeholders. * Member-stakeholders of the Banque Populaire regional banks, CASDEN Banque Populaire, Crédit Coopératif and Crédit Maritime Mutuel. ** Member-stakeholders of the Banque Populaire regional banks and CASDEN Banque Populaire. *** Source: Survey of member-stakeholders - CSA - June 2005 **** Member-stakeholders of the Banque Populaire regional banks excluding Lorraine Champagne, BRED, CASDEN Banque Populaire banks and Crédit Coopératif. people in difficulty and defend humanitarian causes. In 2006, over 800 initiatives were implemented on a regional level by member-stakeholders or associations,supported by the Banque Populaire banks. Reality of the European banking sector The values and specific organizational structure of cooperative banks strike a chord with citizens and consumers in Europe and worldwide.This is demonstrated by the success of the 26th Congress of the International Confederation of Popular Banks (CIBP), which is held every three years and brings together the heads of banking groups belonging to the organization. Over 300 people representing 17 countries from around the world attended the congress, hosted by the Banque Populaire Group. eholders ber-stak m e m f ro Numbe at end-2006: This ability to act, invest and share in initiatives is particularly illustrative of the Group’s values of Entrepreneurship, Cooperation and Humanity. Not only does it allow for strong and lasting relations between member-stakeholders and employees of the Banque Populaire banks, it also has a positive impact on the general public. ,000 3,20in0 ase of an cre 0 200,0-y0 a n e r. 86%*** BANQUE POPULAIRE MEMBER-STAKEHOLDERS USING BANQUE POPULAIRE AS THEIR MAIN BANK year-o 21 THE BANQUE POPULAIRE GROUP IN 2007 2006* 2002** 2000** 51 years BUSINESS ACTIVITIES & SUSTAINABLE DEVELOPMENT 2 1.9 EMPLOYEES 22 Dynamic human resources management Replacing employees, passing on skills, developing expertise, encouraging staff loyalty – these are the fundamental human resources issues facing the Banque Populaire Group. This constitutes a real challenge but also an opportunity to evolve and mobilize the Group's greatest asset – its employees. Supporting young employees The Banque Populaire Group is continuing with its pro-active strategy of supporting young employees in the start of their professional life. In 2006, the Group took on 1,200 student interns and 648 young people on professional training or apprenticeship contracts, mainly in retail banking. The success of the Banque Populaire Group is founded on the talent and motivation of its employees. In keeping with its core values, the Group has developed a human resources policy centered on job priority, drawing value from human potential, skills development and maintaining social cohesion. In local retail banking, one of the key events of 2006 was the merging of two Banque Populaire regional banks – Banque Populaire Occitane and Banque Populaire Toulouse-Pyrénées – bringing the total number of mergers over the last seven years to 12. The average size of the Banque Populaire regional banks is now 1,500 employees. The impact of the creation of Natixis Recruitment, training and mobility Following the creation of Natixis on November 17, 2006, the Banque Populaire Group’s workforce was refocused on retail banking. At the end of December 2006, it had 34,994 employees.This development has been accompanied by changes in the employment structure. Due to the need to replace older employees, update skills and create new branches,the Group has a high recruitment requirement. In 2006, the Banque Populaire Group hired over 3,000 new employees on permanent contracts, including 2,700 at the Banque Populaire regional banks. The majority of these new hires were young people (two-thirds are aged under 35) and well qualified (45% have at least four years’ higher education). Finally, candidates with at least two years’ professional experience accounted for two-thirds of new hires, with average experience of seven to eight years. With 29,744 employees, the Banque Populaire banks account for 90% of the Group’s workforce (compared with 64.6% before the creation of Natixis).Two-thirds of these employees are allocated to the commercial banking network. 55% with two years' higher education (doubled in 10 years) 24% with at least four years' higher education (average according to the French banking association: 20%) 34% of employees have banking qualifications Over 2,000 hold qualifications from the Institut Technique de Banque or the Centre d’Etudes Supérieures de Banque (5% of total employees) 34% management grade (+6.4% in 2004 and +20% in 10 years) Source: BFBP - June 2006 A major recruitment drive 35,000 employees at Group level (new scope of consolidation) serving 7 million customers 1,500 employees on average per Banque Populaire bank 1,000 temporary employees, 60% of whom were converted to permanent employees Over 3,000 new hires in 2006 and 2,000 planned for 2007 (changes in the Group's scope of consolidation) Sources: BFBP - December 2006 BUSINESS ACTIVITIES & SUSTAINABLE DEVELOPMENT Continually raising the skills level The Group has implemented an appropriate training policy,with the aim of encouraging both the professional development of its employees and their collective performance. In 2006, 85% of employees underwent at least one training program, for a budget representing 6.4% of the wage bill. The main emphasis was placed on developing the skills of sales staff and the integration of new regulatory requirements within the banking sector (prevention of non-compliance risks, risks relating to people etc.). One of the key events of the year was the successful launch of the “e-tinéraires” online training platform, which had a total of over 90,000 connections, 24,000 users and 45,000 hours of training in 2006. Mobility, in the same way as training, contributed to the professional development of the Group’s employees. In order to encourage this momentum,the Group endeavors to support its employees in their internal mobility plans, whether between departments,regions or Group entities. Employer-Employee relations: constructive dialogue Employer-Employee relations fall within the framework of the sharing of thoughts and sustained dialogue at three levels: branch level, Group level and bank level.The various agreements signed in 2006 in areas such as remu- THE BANQUE POPULAIRE GROUP IN 2007 23 neration and professional training attest to the reality and wealth of this social aspect, benefiting all of the Group’s employees.The quality of employer-employee relations within the Group is also based on a high level of commitment to employment. Mergers between Banque Populaire regional banks therefore have proceeded without affecting jobs and have opened up new opportunities for employee development. The creation of Natixis constituted a major event in terms of the Group’s employee relations in the first half of 2006. All employee representatives and human resources managers were involved in the information and consultation process. The Group Human Resources depar tment worked in concert with the departments concerned at Banque Fédérale des Banques Populaires and Natexis Banques Populaires (now Natixis) to provide suppor t throughout the process. 0 35,0y0ees emplo 3,00lo0 yees mp new e ce in Fran A CIVIC-MINDED COMPANY Environment The Banque Populaire Group has established itself as a key player in financing environmentally-friendly projects. This commitment embodies its cooperative values, which make it fully committed to its stakeholders and the regions in which it operates. 24 Pioneer in the financing of environmentally-friendly projects Natixis: commitment at the heart of its business activities Natixis has made the battle to counter climate change one of the main tenets of its sustainable development policy. The bank therefore supports its customers subject to new environmental requirements such as carbon dioxide quotas and is increasing its investment in renewable energy projects (e.g. wind farms). The Banque Populaire Group paved the way in France for reconsidering the role of banks as the financial instruments of public sustainable development policies.This is reflected primarily by the creation of banking solutions taking environmental criteria into account.In 2006,the Group launched the CODEVair environmentally-friendly savings account – developed since 1999 by Banque Populaire d’Alsace – and the PREVair home loan. Nine Banque Populaire banks already offer these “green” products, the aim of which is to facilitate financing of environmentally-friendly property projects by individuals. This customer approach is supported by efforts in partnership with public authorities.The Banque Populaire banks work closely with local authorities and ADEME*, mainly in the context of the first public-private partnerships. Banque Fédérale des Banques Populaires is also a founder member of the Effinergie association, which aims to promote innovative solutions for energy-efficient buildings. Finally,the Group endeavors to reduce the impact of its activities on the environment and to raise employee awareness about environmental issues. Efforts to encourage environmentally-friendly behavior internally (waste sorting,environmentally responsible purchasing, construction and renovation of buildings, business travel plan etc.) have also been implemented by a number of banks. Numerous local initiatives The Group is also involved in protecting the environment through the numerous efforts supported by the Banque Populaire banks in their region. Each year, Banque Populaire Côte d’Azur and Banque Populaire Provençale et Corse team up with the Pavillon Bleu (Blue Flag) initiative to award a prize for environmental education.Banque Populaire d’Alsace organizes the Trophées de l’Environnement environmental awards in collaboration with CASDEN Banque Populaire. Banque Populaire des Alpes and Banque Populaire Loire et Lyonnais have together signed a partnership agreement with Rhônalpénergie-Environnement to promote use of renewable energies among schoolchildren and local authorities. Of the projects undertaken in 2006,one of the most notable is the launch by Banque Populaire du Sud-Ouest of the PROVair competition, recognizing environmentally-friendly projects by craftsmen in the Aquitaine region of France. * French environment and energy management agency (Agence de l’Environnement et de la Maîtrise de l’Energie). Solidarity is one of the intrinsic values of the Banque Populaire Group. By putting its values and know-how into practice, it is involved in micro-loans on a day-to-day basis for both professional and social projects, as well as solidaritybased finance. Volunteers to support skills development In May 2006, the Banque Populaire Group and ADIE* signed a partnership agreement to provide voluntary guidance for entrepreneurs. The aim of this innovative project is to provide entrepreneurs supported by ADIE with the help and expertise of the Banque Populaire banks' member-stakeholders. Six banks provided the first guidance sessions in regions where ADIE has the fewest volunteers: Paris and the surrounding area, Alsace, Lorraine, Champagne, Massif Central and the north of France. Micro-loans: innovative projects Solidarity-based finance: a leading role Supporting entrepreneurship by vocation, the Banque Populaire Group has partnered ADIE*, which provides support and assistance for business start-up owners excluded from traditional borrowing channels. It is the No. 1 lender with a total credit line of over B5 million. In order to enhance and build on its efforts, in 2006 the Group launched a voluntary guidance program for entrepreneurs financed by ADIE, with the active suppor t of the Banque Populaire regional banks and their member-stakeholders (see inset). According to the Finansol survey, the Banque Populaire Group confirmed its leading position in solidarity-based finance in 2006. Several Group entities are among the leaders in the sector, with assets under management of B382 million.Crédit Coopératif offers the widest range of solidarity-based savings products (deposit accounts,mutual funds and current accounts etc.). It is also very active in solidarity-based investment, the purpose of which is to provide capital for solidarity-based companies. The Banque Populaire Group has also contributed to the development of a new form of “social” micro-loan, introduced in 2005 under the aegis of the French government, with the aim of supporting the integration of low-income individuals.The Group was one of the first banks to benefit from the Social Cohesion Fund created for this purpose. In 2006, it initiated a pilot distribution project for social micro-loans involving Crédit Coopératif, Banque Populaire des Alpes, Banque Populaire Occitane and Banque Populaire Provençale et Corse. Natixis, via its subsidiaries Natixis Asset Management and Natixis Interépargne,is a market leader in solidarity-based employee savings (assets under management of B149 million** at end-2006, representing market share of 55%). It is also a key player in socially responsible investment,with a broad range of funds covering all asset classes (equities, bonds and money market). *The French association for the right to economic initiative (Association pour le Droit à l’Initiative Economique) ** Finansol 2006 survey BUSINESS ACTIVITIES & SUSTAINABLE DEVELOPMENT Solidarity 25 THE BANQUE POPULAIRE GROUP IN 2007 A CIVIC-MINDED COMPANY A CIVIC-MINDED COMPANY 26 Patronage: a long-term commitment The Banque Populaire Group is increasing its efforts in terms of patronage and, more generally, solidarity-based sponsorship. It supports cultural, social and environmental projects, all of which are in keeping with the Group's core values and look to the future. Group patronage projects: a positive outcome Thanks to the efforts of the Banque Populaire Group Foundation and the involvement of the Banque Populaire banks, over the period from 2002 to 2006, the Group's patronage policy provided support for 67 musicians, 90 disabled people and 30 “maritime heritage” projects. This corresponds to a total of 187 beneficiaries, representing a total amount of €4.3 million. A foundation to support personal projects Exemplary regional sponsorship projects The Banque Populaire Group Foundation – a shared project of all of the Group’s entities – provides support in three areas: culture, supporting young musicians (classical musicians and composers); solidarity, providing support for young people with physical disabilities to help with their integration; the environment, with the protection and renovation of France's aquatic and maritime heritage. Over 350 new talents and personal projects have received support from the Foundation since it was created in 1992. It provides long-term support, as prizewinners can be assisted for three consecutive years. In addition to the Group’s patronage projects, the Banque Populaire banks also support a number of solidarity and local projects on a regional level. For the last four years, they have supported the Acteurs d'Urgence mobile exhibition organized by Médecins Sans Frontières (MSF) as part of its efforts to provide information about emergency situations around the world such as famines and epidemics. The Banque Populaire banks and member-stakeholder clubs are closely involved in the Foundation's activities on a regional level. This has been supported by the creation of a network of correspondents within the Group’s various entities, resulting in an increasing number of applications to the Foundation, particularly in the area of aquatic and maritime heritage. In the area of culture, Banque Populaire du Nord and Banque Populaire Atlantique are well known for their support of the contemporary arts, while Banque Populaire Val de France supports musical events such as the Maisons-Laffitte and Versailles jazz festivals. Another example of the Group’s commitment to the values of humanism and solidarity is Banque Populaire Provençale et Corse’s support of the regional centre for the fight against cancer in 2006, financing a new transplant and cell therapy unit. For the last 17 years, the Banque Populaire Group has been one of the most active partners of the world of sailing. In 2006, it further reinforced its involvement on both a local and national level in the development of a sport that perfectly illustrates its values. Extensive media coverage Sailing is the sixth most broadly covered sport in the media, taking up 5.42%* of editorial space dedicated to sport in the French media (excluding the broadcasting of events). The impact of this media presence is reinforced by the direct association between the sponsor's brand and the boat to which it gives its name. In addition, media coverage provides many opportunities to display the group's logo, directly boosting the brand's reputation. A year of challenges A manifold partnership In terms of competition, 2006 was a successful year.After winning the ORMA world championship in 2005, the Banque Populaire Trimaran, skippered by Pascal Bidégorry, came second in the prestigious Route du Rhum race. Meanwhile, the Figaro Banque Populaire, skippered by Jeanne Grégoire and Gérald Véniard, came third in the Transat AG2R.The Group and Banque Populaire de l’Ouest are also continuing to sponsor Faustine Merret, the Athens Olympics windsurfing mistral champion, in her bid to win another title at the Beijing Games in 2008. Similarly, Xavier Rohart, who won bronze in the Star class in 2004, is sponsored by Banque Populaire Provençale et Corse. As official partner of the French Sailing Federation (FFV), the Banque Populaire Group is involved in all areas of training and practice of sailing as a sport, from initiation to competition, throughout France. Since 2000, it has provided 5,000 branded sails, 5,000 life jackets and 400 boats for French clubs and sailing schools. It has made a commitment to provide financing for equipment required by clubs every year until 2008.The Banque Populaire banks are entering into an increasing number of national agreements and supporting regional leagues and departmental committees.They therefore sponsor around 100 sailing events all over France. Thanks to these performances, the Banque Populaire Group reached a new milestone in 2006 in its commitment to the building of a maximultihull trimaran: the Maxi Banque Populaire V. From winter 2008-09, this giant of the ocean will aim to beat some of the most legendary team records, such as the Jules Verne Trophy, the North Atlantic race and the Pacific race. As partner of the Eric Tabarly association since 2003, the Banque Populaire Group is involved in the maintenance of the mythical Pen Duick fleet, encouraging the creation of the Cité de la Voile Eric Tabarly in Lorient, due to open in autumn 2007. * Source:TNS Sport – December 2005. BUSINESS ACTIVITIES & SUSTAINABLE DEVELOPMENT Sponsoring: supporting a passion 27 THE BANQUE POPULAIRE GROUP IN 2007 A CIVIC-MINDED COMPANY THE BANQUE POPULAIRE GROUP Both local 28 and powerful. 29 THE BANQUE POPULAIRE GROUP IN 2007 The Group is founded on a solid organizational structure, based on the complementarity of its three dimensions. It has a cooperative dimension with the Banque Populaire banks, the Group's parent companies and key players in the local economy. It also has a federal dimension with Banque Fédérale des Banques Populaires, the central body of the network of Banque Populaire banks and Natixis jointly with CNCE. Finally, it has a listed-company dimension via its listed vehicle Natixis, a joint subsidiary between the Banque Populaire Group and the Caisse d’Epargne Group. ORGANIZATION Collective dynamic 20 BANQUE POPULAIRE BANKS Solid cooperative banks with close relations with their customers Cooperative, socially aware and with a strong regional presence, the Banque Populaire banks play a key role in the Group's regional footing. They are loyal to their original business and ensure a high standard of banking relations with customers on a day-to-day basis, playing an active role in the economic development of the region. 30 The strength of the Banque Populaire banks lies in the desire of small entrepreneurs to control their own future, the driving force behind their creation. As cooperative companies, they are owned by their member-stakeholders, which totaled 3,200,000 at the end of 2006.The Banque Populaire Group currently comprises 18 Banque Populaire regional banks, CASDEN Banque Populaire – the partner of choice for employees of the French education, research and culture systems - and Crédit Coopératif – a key player in the social and solidarity-based economy. Crédit Maritime, which has a strong presence among small businesses, companies and personal customers in the marine industries, is affiliated to Banque Fédérale des Banques Populaires and has been merged with the Banque Populaire banks in coastal areas. KEY FIGURES 20 Banque Populaire banks 3,200,000 member-stakeholders 2,880 branches A strong regional footing Right from the outset, all the Banque Populaire banks have developed a strong regional focus. For them, being a regional bank goes much deeper than simply providing services in a particular geographical area. It means being fully involved in and committed to developing the regional economy and dedicated to serving the local community.The chairmen and directors of the Banque Populaire banks are central to this unique relationship, providing a local presence and solidarity on the ground. Drawing on the strengths of their region, they have close ties with local socio-professional and consular bodies, in many cases serving on their boards. Through their strong regional involvement, the Banque Populaire banks gain an in-depth understanding and knowledge of the local economy, helping them reconcile the interests of their local environment with those of their customers, member-stakeholders and employees. The local bank For the Banque Populaire banks, local presence is key to their commercial relations.This local presence is made possible on a dayto-day basis by the robust growth of the branch network (77 net new branches in 2006) and significant development of multi-channel services (internet, telephone, SMS etc.). It is founded on the constant desire to establish long-term relationships with customers, taking account of their situation and all of their projects. In order to provide the best response to their customers’ requirements, the Banque Populaire banks have increased their capacity in all areas, in particular wealth management, project finance and insurance. Call me “Occitane” In order to adapt to the new challenges of the “Europe of regions”, the Banque Populaire regional banks have taken the initiative to merge over recent years, reducing the total number of banks from 30 in 1999 to 18 at the end of 2006. The creation of leading regional banks enables them to provide better services for the customers, guarantee a more solid financial basis, gain market share and offer new career opportunities for employees. Following Banque Populaire du Sud in 2005, the new Banque Populaire Occitane was formed in 2006 from the merger between Banque Populaire Toulouse-Pyrénées and Banque Populaire Occitane. Banque Populaire banks 11 15 5 5 15 2 9 13 4 8 6 10 31 1 17 12 14 16 7 14 1 2 3 4 5 6 7 8 9 10 BANQUE POPULAIRE DES ALPES BANQUE POPULAIRE D’ALSACE BANQUE POPULAIRE ATLANTIQUE BANQUE POPULAIRE BOURGOGNE FRANCHE-COMTÉ BRED BANQUE POPULAIRE (1) BANQUE POPULAIRE CENTRE ATLANTIQUE BANQUE POPULAIRE CÔTE D’AZUR BANQUE POPULAIRE LOIRE ET LYONNAIS BANQUE POPULAIRE LORRAINE CHAMPAGNE BANQUE POPULAIRE DU MASSIF CENTRAL 11 12 13 14 15 16 17 18 19 20 BANQUE POPULAIRE DU NORD BANQUE POPULAIRE OCCITANE BANQUE POPULAIRE DE L’OUEST BANQUE POPULAIRE PROVENÇALE ET CORSE BANQUE POPULAIRE RIVES DE PARIS BANQUE POPULAIRE DU SUD BANQUE POPULAIRE DU SUD-OUEST BANQUE POPULAIRE VAL DE FRANCE CASDEN BANQUE POPULAIRE (2) CRÉDIT COOPÉRATIF (2) (1) BRED Banque Populaire is also present in the French overseas departments and territories of Martinique, Guadeloupe, French Guyana, Mayotte and Reunion. (2) Banque Populaire banks with national coverage. THE BANQUE POPULAIRE GROUP IN 2007 18 ORGANIZATION 3 20 BANQUE POPULAIRE BANKS End-2006 figures, directors in office as at March 1, 2007 1 BANQUE POPULAIRE DES ALPES 2 Chairman JEAN CLOCHET Chief Executive Officer LAURENT WORBE Regulatory capital Net banking income Net income 108,409 1,534 153 €750 million €244 million €43 million www.alpes.banquepopulaire.fr 4 Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income 5 Chairman JEAN-PHILIPPE GIRARD Chief Executive Officer BERNARD JEANNIN 76,022 1,354 100 €552 million €190 million €31 million 142,630 1,828 178 €1,010 million €330 million €65 million BRED BANQUE POPULAIRE (2) www.bpbfc.banquepopulaire.fr Regulatory capital Net banking income Net income (group share) 88,317 1,808 154 €861 million €269 million €45 million 6 BANQUE POPULAIRE CENTRE ATLANTIQUE Chairman JACQUES RAYNAUD Chief Executive Officer GONZAGUE DE VILLÈLE Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income (group share) Number of member-stakeholders Number of employees Number of branches www.atlantique.banquepopulaire.fr Chairman STÈVE GENTILI Chief Executive Officer JEAN-MICHEL LATY Number of member-stakeholders Number of employees Number of branches BANQUE POPULAIRE ATLANTIQUE (1) Chairman JEAN-PIERRE CAHINGT Chief Executive Officer YVES GEVIN www.alsace.banquepopulaire.fr BANQUE POPULAIRE BOURGOGNE FRANCHE-COMTÉ Regulatory capital Net banking income Net income 3 Chairman THIERRY CAHN Chief Executive Officer DOMINIQUE DIDON Number of member-stakeholders Number of employees Number of branches 32 BANQUE POPULAIRE D’ALSACE 109,158 3,410 310 €1,850 million €777 million €216 million www.bred.banquepopulaire.fr Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income 69,449 1,004 103 €414 million €145 million €20 million www.centreatlantique.banquepopulaire.fr Unless stated otherwise, the financial data given above correspond to individual company data for the Banque Populaire banks and company or consolidated regulatory capital (under French GAAP) include general banking reserves. (1) Consolidated data (French GAAP) (2) Consolidated data (IFRS) Full-time equivalent employees (permanent +temporary) 8 Chairman BERNARD FLEURY Chief Executive Officer JEAN-FRANÇOIS COMAS 50,191 1,148 95 €344 million €160 million €20 million www.cotedazur.banquepopulaire.fr 10 BANQUE POPULAIRE DU MASSIF CENTRAL Regulatory capital Net banking income Net income 65,246 1,252 101 €557 million €193 million €26 million www.loirelyonnais.banquepopulaire.fr BANQUE POPULAIRE DU NORD (1) 69,414 911 86 €378 million €129 million €20 million www.massifcentral.banquepopulaire.fr Regulatory capital Net banking income Net income €1,000 million €294 million €38 million www2.bplc.fr BANQUE POPULAIRE OCCITANE Chairman MICHEL DOLIGÉ Chief Executive Officer ALAIN CONDAMINAS Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income (group share) 153,101 1,655 139 Number of member-stakeholders Number of employees Number of branches 12 Chairman JACQUES BEAUGUERLANGE Chief Executive Officer GILS BERROUS Number of member-stakeholders Number of employees Number of branches BANQUE POPULAIRE LORRAINE CHAMPAGNE Chairman RAYMOND OLIGER Chief Executive Officer JACQUES HAUSLER Number of member-stakeholders Number of employees Number of branches 11 Chairman DOMINIQUE MARTINIE Chief Executive Officer CHRISTIAN DU PAYRAT Regulatory capital Net banking income Net income 9 Chairman HERVÉ GENTY Chief Executive Officer OLIVIER DE MARIGNAN Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income BANQUE POPULAIRE LOIRE ET LYONNAIS 71,239 1,128 91 €422 million €153 million €16 million www.nord.banquepopulaire.fr Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income 133,676 2,332 215 €1,132 million €381 million €92 million www.occitane.banquepopulaire.fr ORGANIZATION BANQUE POPULAIRE CÔTE D’AZUR 33 THE BANQUE POPULAIRE GROUP IN 2007 7 20 BANQUE POPULAIRE BANKS End-2006 figures, directors in office as at March 1, 2007 13 BANQUE POPULAIRE DE L’OUEST (1) 14 Chairman PIERRE DELOURMEL Chief Executive Officer YVES BREU Chairman JEAN-LOUIS TOURRET Chief Executive Officer FRANÇOIS-XAVIER DE FORNEL Number of member-stakeholders Number of employees Number of branches 34 Regulatory capital Net banking income Net income (group share) 74,094 1,807 132 €757 million €260 million €34 million www.ouest.banquepopulaire.fr 16 Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income 17 Chairman CLAUDE CORDEL Chief Executive Officer FRANÇOIS MOUTTE 44,141 806 82 €333 million €117 million €24 million BANQUE POPULAIRE DU SUD-OUEST (1) 154,260 1,911 143 €869 million €309 million €49 million www.sud.banquepopulaire.fr 335,598 2,852 210 €1,211 million €482 million €72 million Regulatory capital Net banking income Net income www.rivesparis.banquepopulaire.fr BANQUE POPULAIRE VAL DE FRANCE (1) Chairman JEAN-PIERRE TREMBLAY Chief Executive Officer YVAN DE LA PORTE DU THEIL Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income (group share) BANQUE POPULAIRE RIVES DE PARIS Number of member-stakeholders Number of employees Number of branches 18 Chairman FRANCOIS DE LA GIRODAY Chief Executive Officer FRANCIS THIBAUD Number of member-stakeholders Number of employees Number of branches 15 Chairman MARC JARDIN Chief Executive Officer JEAN CRITON www.provencecorse.banquepopulaire.fr BANQUE POPULAIRE DU SUD (1) Regulatory capital Net banking income Net income (group share) BANQUE POPULAIRE PROVENÇALE ET CORSE 74,816 1,124 102 €436 million €174 million €29 million www.sudouest.banquepopulaire.fr Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income (group share) 137,809 2,345 209 €1,293 million €364 million €72 million www.bpvf.banquepopulaire.fr Unless stated otherwise, the financial data given above correspond to individual company data for the Banque Populaire banks and company or consolidated regulatory capital (under French GAAP) include general banking reserves. (1) Consolidated data (French GAAP) (2) Consolidated data (IFRS) Full-time equivalent employees (permanent +temporary) Chairman PIERRE DESVERGNES CRÉDIT COOPÉRATIF (1) Chairman * JEAN-CLAUDE DETILLEUX Chief Executive Officer PHILIPPE JEWTOUKOFF Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income (group share) 20 1,091,949 454 1 €1 302 million €186 million €48 million www.casden.banquepopulaire.fr Number of member-stakeholders Number of employees Number of branches Regulatory capital Net banking income Net income (group share) 40,094 1,702 98 €803 million €308 million €45 million www.credit-cooperatif.coop * At its meeting of January 25, 2007, the Board of Directors decided to separate the function of Chairman and Chief Executive Officer in accordance with the provisions of article 22 of the bylaws. ORGANIZATION CASDEN BANQUE POPULAIRE (1) 35 THE BANQUE POPULAIRE GROUP IN 2007 19 BANQUE FÉDÉRALE DES BANQUES POPULAIRES At the heart of the Group In 2006, Banque Fédérale des Banques Populaires reasserted its role in bringing together the Group's strengths and is directly responsible for the strategic direction, coordination, supervision and management control of the entire Group. The Group's central body Owned by all of the Banque Populaire banks, Banque Fédérale des Banques Populaires plays the role of supervisory body, controlling body and central body as required by French banking law. It manages cash surpluses at the Banque Populaire banks. With CNCE, it is also shareholder and central body of Natixis, owning 34.4% of its share capital. 36 Banque Fédérale des Banques Populaires operates as a fully-fledged bank and is subject to French banking law. It is responsible for the major strategic decisions of the Banque Populaire Group. Its Board of Directors, the Group’s real governing body, is made up of the Chairmen and Chief Executive Officers of the Banque Populaire banks. The board’s decisions apply to the Group and all of its components. Its Directors are elected by their peers for a renewable three-year term. A unifying force in strategic projects beginning of 2007, it finalized the acquisition of a 61% stake in Foncia, market leader in residential property services in France. Guaranteeing solvency, compliance and risk control Banque Fédérale des Banques Populaires guarantees the liquidity and solvency of the Banque Populaire network, as well as other affiliated credit institutions.This guarantee is backed by the capital of all of the banks covered through a mutual support mechanism. Through this system, Banque Fédérale des Banques Populaires can trigger the mutual support mechanism by calling on the other Banque Populaire banks to contribute capital within the limits of their own resources. Banque Fédérale des Banques Populaires also manages and controls the Group’s risks and is responsible for ensuring the Group’s compliance by adapting its organizational structure to new regulatory requirements. Banque Fédérale des Banques Populaires plays a pivotal role in the Group’s initiatives, involved in the research and preparation for all strategic decisions affecting the Group’s future. It is responsible for strategic intelligence and planning and assesses acquisition or international expansion opportunities for the Banque Populaire Group. Acquisition of Foncia Since it was created in 2001, Banque Fédérale des Banques Populaires has acquired a majority stake in BICEC in Cameroon. It launched the integration process of Crédit Coopératif, initiated the strategic decision to acquire Coface and promoted a charter for cooperation between the Banque Populaire banks in coastal areas and Crédit Maritime, an affiliate of Banque Fédérale des Banques Populaires. In April 2007, the Banque Populaire Group finalized the acquisition of a 61% stake in Foncia, market leader in residential property services in France, following the protocol agreement signed with founder Jacky Lorenzetti. In 2006, it became a shareholder with a 24.5% stake and a member of the management board of VBI-Volksbank International AG, the holding company of retail banks in Central and Eastern Europe set up in partnership with ÖVAG (the central body of the Austrian Volksbank network) and German central cooperative banks DZ Bank and WGZ Bank. It also contributed to the Group’s continuing expansion in Central Africa (Republic of Congo) via Banque Commerciale Internationale (BCI). This partnership is fully in keeping with the Group's strategy of developing its services offering. It also enables the Group to expand its customer base and ensure greater loyalty by offering bancassurance services to Foncia customers. In France, via subsidiary i-BP – the Group’s IT platform – it continued with the migration of the Banque Populaire bank’s IT systems (Banque Populaire du Sud and Banque Populaire Rives de Paris). It continued with the activities of MA Banque, the joint venture created with MAAF and MMA, which is now focused on two main products: consumer loans and deposit accounts. It also represented the Group’s interests on the national and international financial markets (e.g.: SEPA, McDonough). Finally, at the end of 2006, Banque Fédérale des Banques Populaires oversaw the creation of Natixis with Caisse Nationale des Caisses d’Epargne (CNCE). At the The Executive Committee Francis Crédot Alain David Chantal Fournel Bernard Gouraud ORGANIZATION Philippe Dupont Michel Goudard Bruno Mettling Bérengère Grandjean Olivier Haertig Josiane Lancelle Martine Lefebvre Pascal Marchetti Isabelle Maury Annie de Paillette Banque Fédérale des Banques Populaires’ Executive Committee PHILIPPE DUPONT MICHEL GOUDARD BRUNO METTLING FRANCIS CRÉDOT ALAIN DAVID CHANTAL FOURNEL BERNARD GOURAUD BÉRENGÈRE GRANDJEAN OLIVIER HAERTIG JOSIANE LANCELLE MARTINE LEFEBVRE PASCAL MARCHETTI ISABELLE MAURY ANNIE DE PAILLETTE Chairman and Chief Executive Officer Deputy Chief Executive Officer Deputy Chief Executive Officer Senior Executive VP, Legal Affairs and Compliance Senior Executive VP, Finance Senior Executive VP, Logistics and Organization Senior Executive VP, Technologies Senior Executive VP, Human Resources General Secretary Senior Executive VP, Strategy Senior Executive VP, Group Internal Audit Senior Executive VP, Business Development Senior Executive VP, Group Risks Department Senior Executive VP, Corporate Communications THE BANQUE POPULAIRE GROUP IN 2007 37 NATIXIS Natixis, a market leader with international scope 38 Natixis is a key player in the banking sector in France and Europe. It has five core business lines: corporate and investment banking, asset management, private equity and private banking, services and receivables management. Natixis also consolidates a portion of earnings from the retail banking activities of the Banque Populaire Group and the Caisse d’Epargne Group. With nearly 23,000 employees, a third of whom are based outside France, Natixis operates in 68 countries and supports the development of large businesses, SMEs and institutions. It generates net banking income of B7,322 million and net income attributable to equity holders of the parent of B2,158 million. Equally owned by the Banque Populaire Group and the Caisse d’Epargne Group, each of which owns 34.4%, Natixis is listed on Euronext Paris and is included in the CAC Next20 index. Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne each owns 34.4% of the bank’s share capital. German bank DZ Bank and Italian bank Sanpaolo IMI are stable shareholders of Natixis, owning 1.87% and 1.68% of share capital respectively. Initial results Natixis’s results attest to a year of strong growth in all areas of the group, including retail banking, which contributed to earnings via CCI certificates. I Strong business momentum with consolidated net banking income up 22% and a sharp increase in revenues in two business lines: 2006 highlights - Corporate and Investment Banking: +27% Creation of Natixis - Asset Management: +23% November 17, 2006 - The Banque Populaire Group and the Caisse d’Epargne Group, having signed a protocol agreement on June 6, 2006, create Natixis.This joint subsidiary between the two groups constitutes a vehicle for their ambitions in the areas of corporate and investment banking and services. Natixis has a supervisory board and a management board. December 6,2006 - The market transaction launched on November 17 comes to an end and is a major success among both institutional investors and private investors. After the transaction, Banque I High level of investment in development (creation of 1,418 jobs). I Pro forma net income up 25% before restructuring costs and costs relating to the creation of Natixis. A year of strong growth in all areas Solid growth in net banking income The strongest performing activities were corporate real estate financing, project financing, acquisition and LBO financing. Natixis's performance in 2006 With net banking income up 22%,coupled with continuing low level of NPL loans and satisfactory control of costs, Natixis delivered a strong overall performance in 2006, with net income attributable to equity holders of the parent of B2,100 million. International financing (trade finance, international financial institutions, international corporates) and services (assistance for international corporate clients) saw robust growth, mainly thanks to a sharp increase in loan origination, particularly among financial institutions. Net banking income from core business lines totaled B7,510 million, up 23% compared with 2005, driven by high revenues in corporate and investment banking and asset management. With assets under management of B583 billion (up 13%), Natixis has confirmed its position as a major world player in asset management.The bank continued with its strategy of diversifying into products generating higher margins, focusing in par ticular on the development of alternative and structured investment products, for which assets under management increased by over B5 billion. Focus on Corporate and Investment Banking (approximately 50% of net banking income from core business lines) The Corporate and Institutional Relations department remained the main point of entry for commercial relationships for all business lines. Strong growth in finance leasing and cash management activities was offset by the negative impact of continuing severe pressure on margins at constant credit quality. In France, it benefited from the strong commercial momentum of the Banque Populaire banks, with net new money driven primarily by life insurance. The Structured financing and Commodities department delivered an excellent performance resulting from both firm commercial activity and more competitive offering along with more numerous arranger mandates. 6,006 7,322 1, 921 In the United States, the popularity of the open architecture model – combining a multi-specialist structure and a global distribution platform – was confirmed. 2,158 2,354 1,727 +22% 2006 2005 2005 +25% 2005 2006 2005 2006 2005 2005 +23% NET BANKING INCOME GROSS OPERATING INCOME (1) NET INCOME PRO FORMA - IN MILLIONS OF EUROS PRO FORMA - IN MILLIONS OF EUROS PRO FORMA - IN MILLIONS OF EUROS 8.9% 13.9% 11.2 9.9 12.0% 12/31/06 +13% 12/31/05 2006 2005 2005 12/31/06 12/31/05 +1.9 pt 2005 8.5% (1) TIER ONE RATIO (2) ROE (3) TIER ONE CAPITAL PRO FORMA INFORMATION PRO FORMA INFORMATION PRO FORMA - IN BILLIONS OF EUROS (1) Excluding restructuring costs and costs relating to the creation of Natixis (2) After deductions in accordance with CRD/Basel II (3) Net income (excluding restructuring costs and costs relating to the creation of Natixis) divided by average book shareholders' equity (2) 39 THE BANQUE POPULAIRE GROUP IN 2007 With solid economic fundamentals and a clear corporate governance structure, Natixis is pursuing its strategic plan with determination. ORGANIZATION Focus on Asset Management (20% of net banking income from core business lines) NATIXIS Five core business lines Corporate and Investment Banking Services Natixis offers its customers – companies, institutional investors and banks – a broad range of products and solutions, comprising primarily business loans, structured finance, capital market products (fixed income, credit, forex, equities, commodities, cash and derivatives), payment products, lease financing and securitization, as well as advisory and financial engineering services. With nearly 4,200 employees, the Services division combines six complementary and interactive business lines from both a commercial and technical viewpoint. Financing and investment banking activities draw on the expertise of all of Natixis’s business lines to create and implement addedvalue solutions.With over 120 branches worldwide, Natixis is able to serve the needs of local clients. I No. 2 in France in real estate finance I No. 2 in France in primary corporate bond markets I No. 6 in Africa and the Middle East in trade finance I No. 7 in Europe in CDO issues (Collateralized Debt Obligations) I No. 10 in the euro primary bond market I World top 10 in aircraft finance Asset Management 40 The Asset Management division has developed expertise across a broad range of products covering all asset classes, including money market, bonds, equities, diversified, alternative and real estate assets. It also offers structured and multi-manager investment. Its business model is based on a structure grouping together multi-specialist managers with the support of a global distribution platform serving retail, institutional and corporate clients. I No. 13 worldwide I No. 5 in Europe I No. 1 in asset management in France Private Equity and Private Banking The Private Equity and Private Banking division comprises Natixis’s private equity and private banking activities. Private equity is one of Natixis’s historic business lines, having operated in this market for 20 years through subsidiary Natixis Private Equity (NPE). NPE is currently recognized as one of France’s market leaders in private equity for SMEs, with a portfolio of over 600 investments and assets under management of B3.2 billion in 2006. Private banking covers three activities: wealth management, serving customers with savings of over B1 million, private asset management for customers with assets of B150,000 to B1 million, and fund management. Four of these business lines – Insurance, Sureties and Financial Guarantees, Consumer Finance and Employee Benefits Planning – specialize in designing products sold primarily by the distribution networks to their customers. The other two business lines – Payments and Securities Services – complement the Group’s payment processing services and financial instruments activities. All of these services are designed to meet the specific expectations of each customer type (personal customers, institutional clients, corporate clients and small business clients). They are based on two core principles. Systems and processing are industrialized and pooled in order to provide performance and competitiveness for the distribution networks. Integrated and open systems are favored in order to meet the requirements of the European market. I No. 1 employee savings manager in France I No. 1 in guarantee insurance in France I No. 2 in retail custody services in France I No. 3 electronic banking operator in France I No. 4 non-life bancassurer in France I No. 10 in institutional custody services in France Receivables Management The Receivables Management division combines the expertise of Coface, Natixis Factor and GCE Affacturage. It enjoys a marketleading position in France and worldwide in all four business lines, which enable companies to manage, protect and finance their accounts receivable: company information, receivables management, credit insurance and factoring. It has developed an effective multi-network strategy. Coface offers Receivables Management solutions through its own network spanning 60 countries and those of its partners in the CreditAlliance network, comprising Insurance companies, banks and services companies. Natixis Factor offers solutions through the Banque Populaire and Natixis networks as well as brokers, while GCE Affacturage uses the Caisse d’Epargne and Banque Palatine networks. I No. 1 in receivables management in France I No. 3 factor in France I No. 7 factor worldwide I World No. 3 in credit insurance I World No. 6 in receivables management I World No. 7 in company information THE GROUP WORLDWIDE ORGANIZATION Present in 71 countries NATIXIS AND ITS SUBSIDIARIES AND AFFILIATES OF THE BANQUE POPULAIRE GROUP EUROPE I ROMANIA I PERU I MOROCCO I AUSTRIA I RUSSIA I UNITED STATES I REPUBLIC OF CONGO I BELGIUM I SERBIA I VENEZUELA I SENEGAL I BOSNIA-HERZEGOVINA I SLOVAKIA AFRICA/ASIA-PACIFIC I SINGAPORE I BULGARIA I SLOVENIA I ALGERIA I SOUTH AFRICA I CROATIA I SPAIN I AUSTRALIA I TAIWAN I CZECH REPUBLIC I SWEDEN I BENIN I THAILAND I DENMARK I SWITZERLAND I BURKINA FASO I TOGO I ESTONIA I TURKEY I CAMEROON I TUNISIA I GERMANY I UKRAINE I CHINA (P.R.) I I HUNGARY I UNITED KINGDOM I EGYPT I VIETNAM I UNITED ARAB EMIRATES IRELAND AMERICAS I INDIA I ITALY I ARGENTINA I INDONESIA I KAZAKHSTAN I BRAZIL I IRAN I LATVIA I CANADA I ISRAEL I Natixis and its subsidiaries, including Coface I LITHUANIA I CHILE I IVORY COAST I I LUXEMBOURG I COLOMBIA I JAPAN Subsidiaries of Banque Fédérale des Banques Populaires I NETHERLANDS I COSTA RICA I KOREA I Multiple offices I NORWAY I ECUADOR I LEBANON I POLAND I MEXICO I MALAYSIA I PORTUGAL I PANAMA I MALI To find out more, visit: www.banquepopulaire.fr THE BANQUE POPULAIRE GROUP IN 2007 41 THE BANQUE POPULAIRE GROUP Both efficient 42 and confident. 43 THE BANQUE POPULAIRE GROUP IN 2007 The strong performance of the Banque Populaire Group as a whole in 2006 related first and foremost to its long-standing strategy of combining strong and balanced growth, operating profitability which the Group has maintained at very high levels and, finally, the ongoing strengthening of its financial structure, which on its own provides a solid basis for long-term growth. This is possible thanks to a stable and flexible business model and organizational structure. FINANCIAL INFORMATION Strong earnings momentum FINANCIAL DATA Banque Populaire Group: business results and overview The Banque Populaire Group delivered a strong performance in 2006, confirming the relevance of its strategic decisions. The Banque Populaire banks achieved earnings growth, continuing with their strategy of winning new personal customers and confirming their commercial strengths in the small business and corporate markets. Comparability of results Accounting principles The consolidated financial statements to December 31, 2006, and December 31, 2005, were prepared in accordance with IFRS. Changes in the scope of consolidation 44 The key event of 2006 was the creation of Natixis, giving the Banque Populaire Group a new dimension. In view of the changes in its scope of consolidation, the Banque Populaire Group has presented its results on a pro forma basis, including Natixis proportionally consolidated at 34.4% in 2006 and 2005.All exceptional items relating to the creation of Natixis have been eliminated. The Group’s net banking income totaled B8,083 million, an increase of 11%. All parts of the Group – the Banque Populaire banks, subsidiaries and Natixis – contributed to this growth. The balance between retail and wholesale banking activities was maintained within the new entity, with the Banque Populaire banks accounting for 69% of consolidated net banking income. Natixis’s contribution to net banking income totaled B2,516 million, an increase of 25%, representing almost one-third of total net banking income. Retail banking, via the CCI certificates mechanism and the distribution of Natixis products through the networks of the two shareholders, made a significant contribution to Natixis’s revenues. The Banque Populaire Group comprises 20 Banque Populaire banks: 18 Banque Populaire regional banks, CASDEN Banque Populaire and Crédit Coopératif, as well as Crédit Maritime and mutual guarantee companies. It also includes the 34.4% stake in Natixis. I Banque Populaire Group: business results In billions of euros 2006 (1) Net banking income 8,083 7,280 +11% General operating expenses -5,334 -4,792 +11.3% Gross operating income 2,750 2,488 +10.5% -308 -389 -20.9% 2,442 2,099 +16.3% 148 3 -1 117 51 2 2,592 2,269 -841 -750 1,751 1,519 -51 -32 1,700 1,487 Impairment charges and other credit provisions Operating income Share of income of associates Gains or losses on other assets Change in value of goodwill Income before income tax Income tax Net income Minority interests Net income attributable to equity holders of the parent (1) Pro forma 2005 (1) % CHANGE +14.2% +15.2% +14.3% The cost/income ratio came to 66%, more or less stable (up 0.2 point) compared with 2005. Net income attributable to equity holders of the parent came to B1,700 million, up 14.3%. Gross operating income rose by 10.5% to B2,750 million. The Banque Populaire Group’s statutory income(1) came to B3.3 billion, comprising profit on ordinary activities of B1.7 billion and capital gains relating to the creation of Natixis of B1.6 billion. Cost of risk fell by 20.9% to B308 million. Operating income increased by 16.3% to B2,442 million, with B782 million relating to Natixis. The share of income of associates totaled B148 million compared with B117 million (up 26%) in 2005.The tax charge increased by 12% to B841 million. The Group confirmed its solid financial structure. At December 31, 2006, total regulatory capital stood at B20.4 billion, including Tier One capital of B16.9 billion.The Tier One solvency ratio was 10.5%, one of the highest in the eurozone. (1) Statutory income is based on full consolidation of the Natexis Banques Populaires sub-group from January 1 to November 16, 2006, and proportional consolidation of the Natixis sub-group at 34.5% from November 17 to December 31, 2006.All costs, income and net capital gains arising from the creation of Natixis are included in statutory income, whereas they have been eliminated from the pro forma results. I Financial structure In billions of euros Tier One capital Total regulatory capital Tier One ratio I 12/31/2006 12/31/2005 % CHANGE 16.9 20.4 14.4 19.3 +2.5 +1.1 10.5% 8.5% Change in the number of active Banque Populaire Group employees(1) 12/31/2006 12/31/2005 Banque Populaire regional banks + CASDEN Banque Populaire Crédit Coopératif Crédit Maritime Mutuel Banque Fédérale des Banques Populaires I-BP plateform Other entities Banque Populaire Group - excluding Natixis Natixis (2) (1) Total number of employees (temporary and permanent) expressed as full-time equivalent. (2) The above table includes 100% of Natixis's employees. 29,744 1,702 961 541 914 1,131 34,994 21,138 29,428 1,628 984 510 849 870 34,269 19,719 FINANCIAL INFORMATION Net income, before minority interests of B51 million, came to B1,751 million, an increase of 15.2% compared with 2005. 45 THE BANQUE POPULAIRE GROUP IN 2007 General operating expenses amounted to B5,334 million, up 11.3% compared with 2005. FINANCIAL DATA Banque Populaire banks: business results and overview The “Banque Populaire banks” comprise 20 Banque Populaire banks: 18 Banque Populaire regional banks, CASDEN Banque Populaire, Crédit Coopératif, as well as Crédit Maritime Mutuel and mutual guarantee companies. The pro forma financial statements below comprise the financial statements of the Banque Populaire banks, their direct subsidiaries and mutual guarantee companies, after adjustments for consolidation purposes under IFRS and without eliminating transactions with Banque Fédérale des Banques Populaires. Net banking income for the year totaled B5,578 million, an increase of 6.1%. Excluding the effect of home purchase savings plans, net banking income came to B5,542 million, an increase of 5.3%. 46 Net interest income increased by 3.4% as a result of the positive impact of the increase in loan outstandings against the backdrop of fiercer competition, particularly in home loans, despite unfavorable interest rates, marked by flattening of the yield curve and higher refinancing costs. Fee and commission income rose by 11%, reflecting the strong business momentum of the Banque Populaire banks, with 59% relating to the sale of products and 41% to account holding. Operating expenses increased by 6.3% to B3,531 million. General operating expenses were impacted by exceptional charges relating in particular to the merger process and IT migration projects, which are now close to completion. I Excluding exceptional items, general operating expenses increased by 4.7%, reflecting continuing heavy investment in real estate, with the opening of 77 branches to support the Group’s business momentum, as well as in IT equipment. Payroll costs rose by 4.6% as a result of recruitment relating to the expansion of the network and an incentive-based remuneration policy and attempts to encourage staff loyalty, involving them in the development of the banks’ performance through profit sharing and incentive mechanisms. Gross operating income rose by 5.7% to B2,047 million. The cost/income ratio was 63.7% (excluding home purchase savings plans), one of the lowest in the French retail banking industry. Although down, impairment charges and other credit provisions still represent a level of coverage that ranks among the best in the industry, thereby confirming the Group’s conservative provisioning policy. Operating income rose by 11.4% to B1,767 million. Net income attributable to equity holders of the Banque Populaire banks rose by 9.5% to B1,199 million. Banque Populaire banks: business results In millions of euros 2006 (1) 2005 (1) % CHANGE Net banking income 5,578 5,257 +6.1% General operating expenses -3,531 -3,321 +6.3% Gross operating income 2,047 1,936 +5.7% Impairment charges and other credit provisions Operating income Net income attributable to equity holders of the parent (1) Pro forma -280 -350 -19.9% 1,767 1,199 1,586 1,095 +11.4% +9.5% In billions of euros Personal deposits Business deposits Total customer deposits I 12/31/2005 % CHANGE 54.2 37.7 91.9 52 32.9 84.9 +4.2% +14.6% +8 % 47 Customer savings In billions of euros Life insurance Employee savings plans Mutual funds Other savings Total I 12/31/2006 12/31/2006 12/31/2005 % CHANGE 29.9 2 31.4 1.6 64.9 26.3 1.6 29.9 1.6 59.4 +14% +25% +5% +4% +9% 12/31/2006 12/31/2005 % CHANGE 58.5 46.9 3.3 108.7 51.4 42.6 2.7 96.7 +14% +10% +19% +12% Customer loans In billions of euros Personal customers Business customers Other loans Total FINANCIAL INFORMATION Customer deposits THE BANQUE POPULAIRE GROUP IN 2007 I Contacts BANQUE POPULAIRE GROUP Le Ponant de Paris 5, rue Leblanc, 75511 Paris Cedex 15 Tel.: (33) 1 40 39 60 00 - Fax: (33) 1 40 39 60 01 CORPORATE COMMUNICATIONS Annie de Paillette Federal Communications Chloé Fontaine Nathalie Portenguen 48 Press Relations Victoria Eideliman Virginie de La Serraz [email protected] Investor Relations Pierre Jouffrey [email protected] www.banquepopulaire.fr The annual reports/registration documents of the Banque Populaire Group and Natixis, as well as Overview, are available on the Group’s website in the « COMMUNICATION FINANCIÈRE » section. Printed using vegetable inks by IMP Graphic (Cosne-sur-Loire, France), an Imprim’vert printer (environmentally-friendly charter) and ISO 14001 certified (environmental certification).The paper used for the cover is Invercote Créato Mat (Iggesund Paperboards, Sweden) and holds ISO 14001 and EMAS certification.The paper used for the inside pages is Reprint (Dalum, Denmark) made from 50% FSC certified virgin fiber and 50% recycled paper fibers (post-consumer paper de-inked using ecological methods).This paper holds ISO 14001 and EMAS certification and has been awarded the “Nordic Swan” label. Published by Banque Fédérale des Banques Populaires / Direction Communication Corporate Design-Production avant garde - Tel.: +33 01 45 74 61 61 Printing IMP Graphic Photo credits Gettyimages - F. Delauney, M. Labelle, G. Sorel,Y. Zedda / BFBP - F.Vallon / Natixis
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