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2018 Registration Document Including the Annual financial Report CONTENTS creditfoncier.com CRÉDIT FONCIER 2018 Registration document including the annual financial report CONTENTS Message from the Chairman and the Chief Executive Officer 2 Highlights of 2018 3 Key figures 4 1. PRESENTATION OF GROUPE CRÉDIT FONCIER 7 Presentation of groupe Crédit Foncier 8 Business and financial activity 13 2. CORPORATE GOVERNANCE REPORT 23 Corporate Governance Code 24 Administrative and executive bodies 30 Role and operating rules of governing bodies 50 Remuneration 56 Potential conflicts of interest 65 3. MANAGEMENT REPORT 67 Main transactions of the year 68 Capital transactions in 2018 69 Analysis of income and the balance sheet 70 Risk factors 74 Information on the internal control system 78 Prudential and regulatory information 83 Other disclosures 83 Outlook 84 Social, environmental and societal information 84 4. RISK MANAGEMENT REPORT 85 Introduction – general risks of groupe Crédit Foncier 86 4.1 General organisation & methodology 87 4.2 Capital and capital adequacy ratios 93 4.3 Credit and counterparty risks 96 4.4 Analysis of delinquencies 103 4.5 Risk mitigation techniques 104 4.6 Recommendations of the financial stability forum 106 4.7 Market risks 108 4.8 ALM risks 110 4.9 Operating risks 113 4.10 Non-compliance risk 118 5. FINANCIAL STATEMENTS 121 5.1 Consolidated financial statements 122 5.2 Parent company financial statements 199 6. LEGAL INFORMATION 237 General information 238 Ordinary General Meeting of May 31, 2019 241 Statutory Auditors’ special report on related party agreements and commitments 243 Persons responsible for the document and for auditing the financial statements 246 Cross-reference tables 247 Abbreviations used in the document: Thousands of euros: €k Millions of euros: €m Billions of euros: €bn 2018 REGISTRATION DOCUMENT including the annual financial report This is a free translation into English of 2018 Registration document issued in the French language and is provided solely for the convenience of English speaking readers. In case of discrepancy, the French version prevails. Only the French version of the Registration document has been submitted to the Autorité des Marchés Financiers (AMF - French Financial Markets Authority). It is therefore the only version that is binding in law. The original French version was filed with the Autorité des Marchés Financiers (AMF – French Financial Markets Authority) on March 22, 2019, in accordance with Article 212-13 of the AMF’s General Regulation. It may be used in support of a financial operation if accompanied by a prospectus duly approved by the AMF. This document was produced by the issuer and its signatories are responsible for its content. 2018 Registration document CRÉDIT FONCIER 1 MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER LAURENT BENOÎT MIGNON CATEL Chairman of the BPCE Chief Executive Management Board Officer of Chairman of the Crédit Foncier Board of Directors of Crédit Foncier A new configuration for “ Crédit Foncier On June 26, 2018, Groupe BPCE announced a new configuration • In financing for individuals, although loan production was for Crédit Foncier. From the start of the“ second quarter of impacted by the withdrawal of the APL Accession housing 2019, Crédit Foncier’s knowledge, expertise and activities will benefit and the reduction in the PTZ interest-free loan scheme, be integrated with Groupe BPCE’s different entities, under a it remained strong, at €7.1bn. responsible human resources approach in line with the Group’s • Loan production for investors, real estate professionals and tradition in this area. Public sector entities totalled €3.6bn, making 2018 one of This integration stems from the conclusions of a strategic review the best years ever in these segments. Crédit Foncier and performed over several months which showed that Crédit Foncier’s SOCFIM demonstrated their unique expertise by financing pure real estate financing model was no longer competitive or many major transactions. suited to circumstances, primarily because it does not offer • In real estate services, Crédit Foncier Immobilier enjoyed customers full banking services and because of its reliance on strong levels of activity in all its business lines (real estate the financial markets for funding. consulting and audit services, sales of residential property and groups of properties, valuations), generating revenues Crédit Foncier will refocus on two objectives: first, funding assets of €38.1m. for Groupe BPCE via Compagnie de Financement Foncier, mainly for Public sector loans, and second, managing the existing loan • Compagnie de Financement Foncier, a wholly-owned portfolio. subsidiary of Crédit Foncier, issued €5.7bn in covered bonds on very satisfactory financial terms thanks to its top-tier rating. Throughout 2018, Crédit Foncier continued to actively help • This strong sales performance was achieved while keeping customers achieve their real estate plans with its teams’ wide a tight rein on operating expenses (down 5.9% in relation to range of expertise – financing solutions for individuals, financing 2017 excluding provisions for the reorganisation) and with a for property developers via SOCFIM, long-term financing, Social fall in cost of risk (€60.6m in 2018, compared with €80.9m housing, project and infrastructure financing, real estate services in 2017). via Crédit Foncier Immobilier and covered bond issuance via Compagnie de Financement Foncier. Crédit Foncier’s extensive expertise and talent will combine with the strength of the Banque Populaire and Caisse d’Épargne networks across France to reinforce Groupe BPCE’s leadership on the real estate finance market. 2018 Registration document 2 CRÉDIT FONCIER HIGHLIGHTS OF 2018 CRÉDIT FONCIER REINFORCES ITS VISIBILITY AMONG ITS CLIENTS AND PARTNERS February-March ❯ Real estate markets conference at the Maison de la Mutualité conference center in Paris on February 1, followed by regional events in six cities across France between February 13 and March 30. March ❯ Rollout of remote electronic signatures on loan offers. May ❯ Start of online advertising campaigns. ❯ Renewal of the partnership agreement between SOCFIM and the Federation of Real Estate Developers (FPI). November ❯ New version of creditfoncier.com website. SOCIETAL AND ENVIRONMENTAL COMMITMENT March ❯ Associations’ Day, intended to raise awareness of Crédit Foncier’s patronage and CSR policies among members of staff. May-June ❯ European Sustainable Development Week from May 30 to June 5: quizzes and surveys of staff. June ❯ “Coups de Cœur” 2018: a financial contribution made by Crédit Foncier to associations supported by its employees. October ❯ 12th edition of the Charentonnaise race for companies in Eastern Paris. CRÉDIT FONCIER RESEARCH PUBLISHED ON WWW.CREDITFONCIER.COM January, April, September ❯ Results of the 10th, 11th and 12th Crédit Foncier/CSA surveys on sentiment among real estate professionals. February ❯ “The Real Estate Market” report, with a summary of 2017 and projections for 2018. May ❯ “The European residential real estate lending markets in 2017.” June ❯ “Do French people dream of owning a second home?” July ❯ “The path to acquiring a principal residence: from dream to reality.” September ❯ “Why are French people choosing to invest in the buy-to-let sector in 2018?” November ❯ “French people and commonhold property.” December ❯ Real estate key figures: “A Review of 2018 as seen by Crédit Foncier.” FUNDING January-December Benchmark issues by Compagnie de Financement Foncier: ❯ €1.0bn with a 10-year maturity in January; ❯ €1.5bn with a 5-year maturity in April; ❯ €1.25bn with an 8-year maturity in May; ❯ €1.0bn with a 10-year maturity in September. Total public issuance and private placements stood at €5.7bn as of December 31, 2018. Compagnie de Financement Foncier won the “Deal of the Year 2018” award for its leveraged CMS private placement. This was the first leveraged CMS covered bond issue for four years. COMPAGNIE DE FINANCEMENT FONCIER’S PARTICIPATION IN INTERNATIONAL CONFERENCES March ❯ Participation in the Information Management Network conferences in London and UBS in Amsterdam. April ❯ Participation in the EUROMONEY/ECBC conference in Vancouver. June ❯ Participation in the 19th Annual Financial Institutions Conference in Lausanne. ❯ Participation in the Global Borrowers & Bond Investors Forum in London. September ❯ Sponsorship of the EUROMONEY/ECBC Covered Bond Congress in Munich. November ❯ Participation in the Covered Bond Markets Conference in Berlin. NEW INDUSTRIAL MODEL FOR CRÉDIT FONCIER On June 26, 2018 Crédit Foncier and Groupe BPCE announced their intention to set up a new industrial model for Crédit Foncier starting from April 1st, 2019. Thus, Crédit Foncier's knowledge, expertise and activities will be intergrated within Groupe BPCE's different entities, under a responsible human resources approach. The new configuration is characterized by the following orientations: ❯ new loan production will be redeployed within the Groupe BPCE's entities: financing activities for individuals will be integrated into the Banque Populaire and Caisse d'Épagne networks, Corporates financing activities will be redeployed within the Banque Populaire and Caisse d'Épagne networks for social housing and within Natixis for project and infrastructure finance; ❯ SOCFIM, which will become a subsidiary of BPCE SA, will position itself as a global player in Corporates real estate financing by combining long-term financing for real estate professionals with financing for developers; ❯ Crédit Foncier
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