2019 Report of the Board of Directors

Crédit Immobilier de France Développement – CIFD Parent Company and Consolidated Financial Statements

Crédit Immobilier de France Développement French Corporation (société anonyme) Capital stock: €124,821,703 Registered Office: 26-28 Rue de Madrid, 75008 Paris, France Corporate and Commercial Registry n° B 379 502 644 RCS Paris

Contents

Message from the Chairman Risk Management and and from the Chief Executive 3 51 Monitoring Officer 51 Credit Risk Management and

Monitoring Organization 1. Presentation of the CIF 52 Risk Management 5 Group 5 The Group in Orderly Resolution 56 Permanent Control 6 The State Guarantee 57 Periodic Control 9 Simplified Group Organization Chart 10 The Group’s Financial Organization 6. Social Information

59 (Consolidated)

2. Significant Events of the Year 14 59 Employment 14 Significant Events in 2019 61 Remuneration and Fringe Benefits 19 Events Occurring After the Balance 64 Labor Management Relations Sheet Date 70 Training and Skill Enhancement

7. The Group’s Strategic 3. Business Review 22 71 Orientations 71 Organization and Operational Key Figures and Performance Indicators 22 Efficiency 72 Human Resources Policy 22 Operations in 2019 (Consolidated) 33 Operations in 2019 (Parent Company) 72 Optimized Management

36 Going Concern 73 Risk Management

37 4. Corporate Governance 74 Appendixes 37 Corporate Governance Bodies 41 Governance of Affiliated Companies of

the CIFD Network

41 Specialized Committees Reporting to

the Board of Directors 46 Shareholding Structure 49 Investments in Affiliated Companies 49 Other Information

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Message from the Chairman and from the Chief Executive Officer

Chairman Chief Executive Officer Yannick Borde Jérôme Lacaille

Business in 2019 was once again characterized by an intense pace of work on projects undertaken to enhance the robustness of CIF’s assets and optimize their management.

In the interest of all stakeholders—notably our customers, our shareholders the SACICAPs, the Republic of France, and our employees—CIF once again demonstrated its ability to master the complex process of resolution. It has managed to do so by continually seeking the highest degree of excellence in its core competency: the management, collection, and value enhancement of the home loans in its portfolio.

CIF achieved considerable success in all areas in 2019:

• Finance—After having been Europe’s first institution to complete a securitization that satisfies the STS (Simple, Transparent, Standard) criteria, CIF made its first public securitization of receivables since it undertook its orderly resolution in 2013.

• Human resources—Within the framework of the 5th job-saving plan (PSE), the rate of employee outplacement remained high (> 90% over an 18-month period), and CIF topped the league table in the employers category in Décideurs magazine’s sixth “Victoires des Leaders du Capital Humain” HR awards.

• Financial statements—Results clearly exceeded forecasts, mainly thanks to operational performance in loan collection and its impact credit risk management.

• Operations—CIF was an industry leader thanks to its focus on employee competencies, upgrading tools largely incorporating machine learning, and company-wide encouragement of innovation and optimal workplace relations. Investments in computerizing a number of processes via the online Customer Service Space (ECS) enabled CIF to simplify most customer transactions, while making them more robust and accelerating their execution. Excellence in real estate valuations and their integration within the collection process stood out as a unique factor of efficiency in the industry.

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• Legal affairs—CIF’s persistent efforts over the years to assert its rights as an aggrieved party in the Apollonia fraud have led to major advances, with the closure of the preparatory inquiry criminal investigation after nearly ten years of inquiry.

CIF’s efforts in 2019 will stand out in the history of extinctive management for reasons of the wealth of expertise and strong commitment it built up.

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1. PRESENTATION OF THE CREDIT IMMOBILIER DE FRANCE GROUP

1.1. Summary: The Group in Orderly Resolution

In its decision dated 27 November 2013 the European Commission approved the Crédit Immobilier de France Group’s orderly resolution plan (”the Plan”) and authorized the Republic of France to grant the Group a permanent State guarantee, for which it charges remuneration. That same day, the Republic of France and the Group signed the protocol and the guarantee agreement.

Since that date, Crédit Immobilier de France has been operating as a banking network in orderly resolution. In order to prevent any distortion of competition, the Plan prohibits the Group from originating loans. Its sole activity now consists in managing its residual assets and liabilities for extinction no later than 2035.

Under the terms of the European Commission’s decision, the shareholders shall assume the costs of the orderly resolution and the Group will preserve its earnings. Crédit Immobilier de France Développement (CIFD) has agreed to maintain a common equity Tier 1 ratio (as construed under Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013) on a consolidated basis (as calculated at 31 December of the last completed fiscal year) of 12% or more. The payment of commissions may be deferred if such payment would cause the common equity Tier 1 ratio to fall below 12%.

CIFD’s special shareholders’ meeting on 6 November 2013 approved the creation of a preferred share reserved for the Republic of France. That share, issued on 28 November 2013, allows the State, as preferred shareholder, to receive a preferred dividend taken from CIFD’s funds available for distribution if it receives no payment of commissions in remuneration for the State guarantee.

Under the terms of the protocol establishing the permanent State guarantee, responsibility for implementing and monitoring the Plan falls, on the one hand, to a Monitoring Committee whose members are representatives of France’s Treasury Department, corporate officers of CIFD, and a government commissioner, and on the other hand, to an independent expert designated by CIFD in accordance with conditions set by the Republic of France and the European Commission. On 27 January 2014 the European Commission approved the appointment of the firm of Duff & Phelps as independent expert.

Furthermore, the Plan requires that the Crédit Immobilier de France Group simplify its organization and centralize its corporate governance.

CIFD is the central entity (“organe central”) and financial holding company of the Crédit Immobilier de France network as construed under Sections L.511-30 and L.517-1 of France’s Monetary and Financial Code (CMF). Following the share swaps and the buyouts of minority interests in 2014, CIFD owned virtually all the shares of the Group’s financial subsidiaries. In 2015, 2016, and the first half of 2017, all the financial operating subsidiaries, as well as the two entities that provided support functions for the Group, were merged with the parent company, CIFD,

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which is authorized to operate as a financial company. Since 2015 CIFD has been responsible for the management and collection of loans granted by its subsidiaries.

At 31 December 2019 the Group’s credit institutions that are part of the banking network operating under the supervision of CIFD are Caisse Centrale du Crédit Immobilier de France (3CIF) and CIF Euromortgage.

1.2. The State Guarantee of the Republic of France

The State guarantee of the Republic of France was granted under Section 108 of France’s Appropriation Law for 2013 (Law #2012-1509 of 29 December 2012).

1.2.1. Conditions of the Guarantee

This guarantee comprises two parts. One part (the “securities guarantee” or “external guarantee”) is intended to cover the Group’s liquidity needs while the Plan is executed, and the other (the “deposit guarantee” or “internal guarantee”) is intended to secure the cash deposits that CIF Euromortgage makes with 3CIF, thereby allowing the Group to optimize its cash management and limit its need to raise additional liquidity from external sources.

These two components—the securities guarantee and the deposit guarantee—are explicit guarantees as construed by financial analysts.

1.2.1.1. Securities Guarantee (External Guarantee)

The State guarantee is an independent unconditional irrevocable guarantee as construed under Section 2321 of France’s Civil Code. It covers all securities benefiting from the State guarantee issued by 3CIF on or after 28 February 2013 (date of the initial protocol between the Republic of France and the Crédit Immobilier de France Group) and maturing no later than 31 December 2035, in an amount of up to €16 billion outstanding.

The term “financial securities”, in this case, refers to all unsecured debt instruments issued by 3CIF, benefiting from the external guarantee since the signature date of the initial protocol, and maturing in 3 months to 5 years.

The guarantee may be invoked individually by any of the beneficiaries, by the representative of the class of beneficiaries, or by the Bank of France. Requests for enforcement of the guarantee must be filed in writing, in a format that conforms exactly to the sample appended to the 3CIF offering circular, signed by a person duly authorized by the securityholder or representative of the class of beneficiaries, or by the Bank of France, and submitted to the guarantor on a business day. Any request submitted by a securityholder must be accompanied by a recent document issued by the custodian certifying that the requesting party is the holder of the securities concerned. Requests for enforcement of the guarantee that do not satisfy these requirements will not be honored. It is expressly stipulated that beneficiaries wishing to enforce the guarantee must submit their requests within forty-five business days of the contractual maturity date of the security.

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The guarantee may only be invoked by or for holders of securities issued no later than 30 September 2035. If the guarantee is revoked in application of the protocol, revocation will not alter the rights of any securityholder to file (or have filed on his or her behalf) a request for payment provided that the securities were issued no later than the date at which revocation takes effect.

The guarantee does not cover any prior issues of 3CIF outstanding at 28 February 2013. However, as the guarantee has been calculated to enable the Crédit Immobilier de France Group to honor all of its financial commitments, and in particular its debt obligations as they mature, even non- guaranteed securities benefit from a high degree of creditworthiness.

1.2.1.2. Deposit Guarantee (Internal Guarantee)

For the purposes of managing its cash holdings and covering its interest-rate exposures, CIF Euromortgage has regularly invested its cash with 3CIF and, in addition, executed various hedging transactions with it.

These investments and transactions could only be maintained within the Group if 3CIF had sufficiently high ratings, but that was no longer the case following the Moody’s downgrade on 31 August 2012. The State guarantee has restored 3CIF’s ratings and it can once again execute these investments and transactions for Group companies.

The deposit guarantee covers all existing and future payables due to CIF Euromortgage by 3CIF on or after 28 February 2013, corresponding to its cash investments and hedging transactions, up to a maximum amount of €12 billion.

This guarantee shall expire on 31 December 2035.

Since the 15 February 2017 dissolution of CIF Assets, the Group’s captive securitization vehicle, the internal guarantee has applied to CIF Euromortgage alone.

1.2.2. Creation of a Monitoring Committee

As stipulated in the protocol, a Monitoring Committee has been set up. Its members are representatives of the Republic of France designated by the Treasury Department. The corporate officers of CIFD also serve on the Committee in a nonvoting capacity. This Committee is responsible for ensuring compliance with the Group’s orderly resolution plan and the conditions attached to the State guarantee, and authorizing decisions concerning funding, financial commitments, and material asset sales.

1.2.3. Commitments Given by the CIF Group

The Crédit Immobilier de France Group is assuming a certain number of obligations in exchange for the State guarantee, with effect as of the signature date of the protocol: ceasing all loan origination activity in application of the orderly resolution plan, pledging as security to the Republic of France the shares that CIFD holds in the financial operating subsidiaries 3CIF and CIF

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Euromortgage, and obtaining the consent of the Monitoring Committee prior to undertaking certain measures.

The protocol stipulates that CIFD shall recommend that its shareholders liquidate the Group as soon as possible following the repayment of the last loan or the liquidation (via a forgiveness of debt or a disposal) of the last corresponding receivable.

1.2.3.1. Payment of the Guarantee

The Crédit Immobilier de France Group has agreed to remunerate the Republic of France as follows: • a charge for the implementation of the guarantee, equal to €5 million, payable in full by CIFD and due on 28 November 2013. CIFD paid this amount by offsetting it against the price of a preferred share purchased by the Republic of France. • a basic commission of 5 basis points on the amount of securities and deposits guaranteed, as stipulated in the provisional Plan • an additional commission of 145 basis points on the average amount of guaranteed securities outstanding per year (external guarantee) and 148 basis points on the average balance of guaranteed deposits per year (internal guarantee). These additional commissions are payable if no restrictive event of payment occurs, if their payment does not cause the Group’s Tier 1 ratio to fall below 12%, or if their payment does not jeopardize any other ratio calculated on the basis of shareholders’ equity. Otherwise, their payment would be deferred and take place at the earliest possible opportunity in the form of a distribution of reserves to the CIFD preferred share held by the Republic of France.

A restrictive event of payment ("Restrictive Event of Payment") is defined as the written notification by the Prudential and Resolution Supervisory Authority (“ACPR”, France’s banking industry supervisor) or any authority supervising CIFD (under the control of the Independent Expert) prohibiting the payment by CIFD of any preferred dividend and/or any supplementary distribution or limiting the payment of any preferred dividend, justified by the present or anticipated financial condition of CIFD.

1.2.3.2. Attribution of a Preferred Share to the Republic of France, Distributions to Shareholders

The protocol stipulated that CIFD was to issue a preferred share conferring special financial rights reserved for the Republic of France, the proceeds from which would cover the payment of the additional commission. Accordingly, CIFD issued a preferred share with a par value of €1 and an issue premium of €4.99 million reserved for the Republic of France and acquired by it on 28 November 2013.

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The preferred share confers the right to a preferred dividend to be taken from the funds that CIFD is allowed to distribute. The amount of the preferred dividend due in respect of a given completed fiscal year shall be determined according to (i) the average amount of guaranteed securities outstanding during the year to which will be applied a rate of 145 basis points, and (ii) the average balance of guaranteed intra-Group deposits during the year to which will be applied a rate of 148 basis points, less (iii) the charge paid by CIFD to the Republic of France under the additional commission for the fiscal year concerned, in accordance with the terms of the protocol, and (iv) interest on the sum of the amounts (i), (ii), and (iii), above, charged at the average 12-month Euribor rate for the period commencing at the date that CIFD’s Ordinary Shareholders’ Meeting approves the financial statements for the fiscal year concerned and ending at the date of payment in full of the amount concerned.

1.3. Simplified Group Organization Chart

At 31 December 2019 the Crédit Immobilier de France Group was organized as shown below.

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1.4. The Group’s Financial Organization

1.4.1. Intra-Group Cash Transfers: Principles and Limitations

Intra-Group cash transfers have been organized to ensure that all Group entities: • have sufficient cash to cover their forecast net outlays • comply with legal, regulatory, and contractual regulations, as well as in-house regulations governed by the risk policy applicable to the Group’s entities.

More precisely, the organization has been designed to ensure that excess cash at any one entity can be employed by the others, in accordance with the principles of sound management and to minimize recourse to the State guarantee as required under the orderly resolution plan.

Since 2015, efforts have been focused on making intra-Group cash transfers simpler, more rational, and more fluid. Following the major rationalization that took place when it dissolved the captive securitization vehicle CIF Assets early in 2017, the Group has worked to enhance the robustness of the new organization.

Intra-Group cash transfers comply with the following conditions: • restrictions stemming from CIF Euromortgage’s status as a real estate financing company (société de crédit foncier, or “SCF”); CIF Euromortgage is undergoing extinctive management whereas its regulatory environment is based on the going concern principle • liquidity coverage ratios (LCR) calculated on a consolidated basis for CIFD, but also individually for 3CIF and CIF Euromortgage • CIFD’s mandatory liquidity coefficient on a parent company basis • rules set by the rating agencies for maintaining CIF Euromortgage’s and 3CIF’s ratings and avoiding any destabilization of CIF Euromortgage • the terms of the orderly resolution plan, which stipulate management in the economic interest of the historical shareholders and of the Republic of France as well as minimizing recourse to the State guarantee.

The funding arrangement indicated below was set forth in a series of agreements between CIF Euromortgage, 3CIF, and CIFD: • a master agreement for the initial financial guarantee • a master agreement for the opening of unconfirmed lines of credit • a master agreement for the financial guarantee • an agreement for the provision of services.

In addition, 3CIF provides CIFD with funding by means of the “Evergreen 1” and “Evergreen 2” arrangements described below.

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Lastly, CIF Euromortgage has two accounts open with 3CIF: a demand deposit account and an investment notice account.

3CIF has undertaken several contractual commitments with respect to CIF Euromortgage, including: • providing eligible assets (i.e., real estate loans and cash) to allow CIF Euromortgage to maintain a covered bond coverage ratio of at least 105% at the close of every calendar quarter • lending (or depositing with) CIF Euromortgage a sum which, when added to its shareholders’ equity, would:

o cover CIF Euromortgage’s cash needs over a 180-day period as construed in regulations

o cover two months of upcoming covered bond redemptions, or o equal 0.5% of the amount of covered bonds outstanding, whichever is highest.

Failure by 3CIF to comply with these obligations would require it to repay immediately the loans granted by CIF Euromortgage that are guaranteed pursuant to CMF § L.211-38.

1.4.2. Illustration of Intra-Group Cash Transfers

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Relationship Between the Balance Sheets of CIF Euromortgage and 3CIF

The amount of covered bonds and registered covered bonds in CIF Euromortgage’s liabilities is reflected under assets as loans granted to 3CIF.

CIF Euromortgage relies mostly on the provisions stipulated in CMF § L.211-38 for the purpose of financing 3CIF exclusively. Excess cash is deposited with the Bank of France or placed in French government securities if appropriate, or with 3CIF in the form of State-guaranteed deposits.

Relationship Between the Balance Sheets of 3CIF and CIFD

3CIF, in turn, refinances CIFD, which with BPI (absorbed by CIFD on 30 June 2017) had purchased all of the real estate loans held by the fund CIF Assets at the time of its dissolution.

Since the end of 2018, the financing that 3CIF provides to CIFD has been governed by: • a new master agreement for an account with a maximum balance of €200 million and an overdraft authorization; this arrangement is referred to as “Evergreen 1” or “Short-Term Evergreen”, • a loan with an initial face value of €11.575 billion, due 23 April 2050, referred to as “Evergreen 2” or “Medium-/Long-Term Evergreen”; this loan is subject to early repayment under certain conditions.

These two contractual arrangements ensure that CIFD has the full amount of cash it needs at all times to conduct business. “Evergreen” funds provided to CIFD are refinanced by 3CIF either in the markets by means of bond issues, or by CIF Euromortgage, as described above.

As collateral for the “evergreen” portion of facilities refinanced by 3CIF, CIFD transfers to 3CIF full ownership of eligible receivables, in accordance with CMF § L.211-38, which 3CIF in turn posts as collateral to CIF Euromortgage.

1.4.3. The Impact of CIF Assets’s Liquidation on 15 February 2017 on Intra-Group Cash Transfers

On 15 February 2017 CIF Euromortgage significantly modified its asset structure following the promulgation of the Sapin II Act (concerning transparency, the prevention of corruption, and the modernization of the economy) on 9 December 2016.

Pursuant to CMF § R.513-3 IV, as of 31 December 2017, SCFs are no longer permitted to hold securities issued by FCTs in amounts exceeding 10% of the face value of their covered bonds issued and other secured debt.

Section 154 of the Sapin II Act authorized SCFs to operate according to CMF § L.211-38, and CIF Euromortgage achieved compliance with the new regulations as early as February 2017. Prior to that, as stated in the 2016 annual report, a very sizable portion of CIF Euromortgage’s consisted of CIF Assets Series A senior units.

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1.4.4. Group Ratings

On the basis of the State guarantee that has been granted to cover 3CIF’s securities issues, the intra-Group cash transfer arrangement, and the arrangement for investing unallocated cash, 3CIF—and the Group as a whole—enjoy ratings equivalent to those of the Republic of France: AA (Fitch) and Aa2 (Moody’s).

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2. SIGNIFICANT EVENTS OF THE YEAR

2.1. Significant Events in 2019

2.1.1. New Advances in Loan Management and Collection Efficiency in 2019

As a continuation of efforts undertaken in previous years, Crédit Immobilier de France pursued the optimization of its loan management and collection methods. It implemented solutions for computer-generated contractual documents within the management system: confirmation of loan extinguishment, changes to direct debit authorizations, automatic crediting of overdue instalments by bank card (23,000 instalments made by bank card, of which 5,000 were executed directly on line via the secure customer portal). Our goals in this connection are to simplify operations for our customers, continue to enhance our productivity, and make management- related transactions more secure.

Efforts to optimize loan collection have included the development of the “Essor” tool for decision- making assistance. This collection optimization tool, developed jointly by CIFD’s Risk and Network Divisions, consists of two modules: one for performing calculations and the other for displaying results to loan collection administrators. At the end of a testing phase conducted at the Lille unit, Essor was deployed at all CIFD units starting in June 2019. Essor gives administrators suggestions for collection strategies based on the results of previous collection approaches and taking into account the financial characteristics of each specific loan. This tool is not intended to make automated decisions, but rather to assist administrators who ultimately rely on their experience in choosing whether or not to adopt the suggestions provided by the tool. Decisions made using the tool are monitored as a means of improving the model.

CIFD has also developed an approach to overindebted borrowers. Capitalizing on work devoted to enhancing the value of the loan portfolio using Essor, CIFD created a unique offering for helping overindebted customers that relies on the participation of operating teams from the collection, risk, and real estate divisions. During the moratorium period CIFD helps borrowers sell their real estate on the best possible terms both for the customers and for CIFD within a controlled timeframe.

In this connection, CIFD obtains commercial assistance from independent real estate professionals, through its Real Estate Division, combined with highly supervised financial incentives involving targeting conducted by the Risk Division and the rigorous execution provided by the Network Division.

Alongside this initiative, in the second half of 2019 CIFD worked on securing access to the Bank of France web portal to enable e-mail communication with the central bank’s overindebtedness commissions starting in 2020.

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Further targeted investments, particularly in loan management and collection, enabled CIFD to increase the computerization of customer interactions and decrease management costs, both of which are essential steps in enhancing CIFD’s collection performance while ensuring a high level of control over credit and operational risks.

2.1.2. Expanding Customer Services: Computerizing Customer Relationships

In 2013 Crédit Immobilier de France set up a secure customer space where customers can obtain information concerning their loans. New functions have been added to this service since 2016, enabling customers to submit requests more easily.

In 2019, following major improvements made in 2018, CIFD expanded and enriched customers’ online options with the twofold aim of improving their experience and enhancing productivity.

During the year, within the secure customer space function, CIFD automated the generation of detailed accounts of early repayments (18,000 completed), automated invoicing for management procedures executed via the secure customer space, and the integration of that invoicing in the “Xloan” credit system (6,500 invoices).

The list of automated management procedures that customers can execute within the secure customer space has been expanded to include changes to direct debit authorizations, as well as computer-generated confirmations of loan extinguishment and amortization schedules.

2.1.3. Sales of Loan Portfolios

In keeping with the Group’s optimization and extinctive management of its loan portfolio, as prescribed in the orderly resolution plan, Crédit Immobilier de France made targeted sales of portfolios as a function of market opportunities that arose, involving unsecured receivables and loans that were involved in overindebtedness proceedings or in default.

In all instances, the decision to sell receivables is made when their sale value exceeds the impact of their revenue stream less expenses on the Group’s financial statements. CIF has developed an in-house loan valuation tool to help administrators make and validate their disposal decisions. CIFD regularly offers for sale portfolios of various natures in order to ensure market appetite for the different types of receivables it holds and thus to be able to seize opportunities to execute sales.

In keeping with the double aim of optimizing CIF’s net asset value and managing its outstandings, additional doubtful loan portfolios were sold off in 2019.

Under a master cash transfer agreement signed in March 2018, Crédit Immobilier de France sold €41 million of residual unsecured loans on which mortgages had already been exercised. In addition to these transactions, and based on the findings of a broad survey of the French market in 2018 and 2019, CIF took the opportunity in April 2019 to sell loans in default representing €107 million of receivables outstanding.

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2.1.4. Establishment of Securitization Programs

In 2018 CIFD developed a program for securitizing its real estate loans, which it executed for the first time in 2019 in the form of a private placement and an inaugural public offering. This multi- year program has enabled the Group—in accordance with the stipulations of the orderly resolution plan approved by the European Commission on 27 November 2013—to reduce its refinancing costs and optimize the value of its assets; to minimize its recourse to the State guarantee of the Republic of France; and to enhance the value of its recent investments in human resources and technology in order to bring the management and collection of its home loans up to a standard of excellence.

2.1.4.1. Private Placement of RMBSs

On 21 March 2019 CIFD finalized the securitization of residential home loans in the form of the vehicle “Private Harmony French Home Loans FCT”. Crédit Agricole Corporate and Investment Bank and BNP Paribas were co-arrangers of the placement.

The securitization, in the form of RMBSs (residential mortgage backed securities), covered a portfolio of more than €1 billion in residential home loans. The RMBSs issued by the securitization vehicle Private Harmony French Home Loans FCT were offered in a private placement for over €1 billion, of which CIFD purchased €86.9 million in accordance with regulations. CIFD has recorded these RMBSs as securities available for sale.

Class A securities: Class B securities: Residual securities 92% of the offering (€) 8% of the offering (€) (€)

1,000,000,000 86,970,000 9,183.20

This was the first securitization in Europe to have been registered with the European Securities and Markets Authority (ESMA) under the “STS” (simple, transparent, and standardized) notification procedure since the Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardized securitisation, took effect on 1 January 2019.

2.1.4.2. Public Offering of RMBSs

a) November 2019 Public Offering of RMBSs

On 4 November 2019 CIFD executed its first public offering of securitized residential home loans through the securitization vehicle Harmony French Home Loans FCT 2019-1.

This offering, representing a €710.4 million portfolio of residential home loans, was the first part of a multi-year public securitization program, with further offerings to be made at regular intervals.

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The Class A securities issued by this securitization vehicle, corresponding to 91.5% of the total offering, have been rated AAA/Aaa by Fitch and Moody’s. The Class B securities, corresponding to 3.5% of the total offering, have been rated A+/A3. The residual 5% of the offering has been retained by CIFD in accordance with applicable regulations and recorded under securities available for sale.

BNP Paribas and Crédit Agricole Corporate and Investment Bank served as co-arrangers and reimbursement banks. The law firms White & Case and Jones Day served as counsel for the arrangers and for CIFD. Prime Collateralised Securities (PCS) EU SAS, recognized as a Third Party Verification Agent by France’s Financial Markets Authority (AMF), ensured that the offering complied with STS regulations, eligibility criteria stipulated under the Capital Requirement Regulation (CRR), and requirements for qualification as a High Quality Liquidity Asset (HQLA).

The securities, which carried an issue premium of €7.8 million, were purchased by a wide group of European investors comprising banks, insurance companies, and asset managers. This offering demonstrates the European market’s recognition of CIF’s asset quality and its long-term management and collection track record.

Class A securities: Class B securities: Class C securities: 91.5% of the offering 3.5% of the offering 5% of the offering, purchased by CIFD

Amount issued (€) 650,000,000 24,800,000 35,600,000

Fitch/Moody’s ratings AAA (sf)/Aaa A+ (sf)/A3 (sf) Not rated

b) March 2020 Public Offering of RMBSs

On 27 March 2020 CIFD executed its second public offering of securitized residential home loans through the securitization vehicle Harmony French Home Loans FCT 2020-1.

This offering represented a €706.6 million portfolio of residential home loans.

The Class A securities issued by this securitization vehicle, corresponding to 92% of the total offering, have been rated AAA/Aaa by Fitch and Moody’s. The Class B securities, corresponding to 3% of the total offering, have been rated A+/A2. The residual 5% of the offering has been retained by CIFD in accordance with applicable regulations and recorded under securities available for sale.

BNP Paribas and Crédit Agricole Corporate and Investment Bank served as co-arrangers and reimbursement banks. The law firms White & Case and Jones Day served as counsel for the arrangers and for CIFD. Prime Collateralised Securities (PCS) EU SAS, recognized as a Third Party Verification Agent by France’s Financial Markets Authority (AMF), ensured that the offering complied with STS regulations, eligibility criteria stipulated under the Capital Requirement Regulation (CRR), and requirements for qualification as a High Quality Liquidity Asset (HQLA).

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The securities, which carried an issue premium of €4.3 million, were purchased by a wide group of European investors comprising banks, insurance companies, and asset managers. This offering demonstrates the European market’s recognition of CIF’s asset quality and its long-term management and collection track record.

Class A securities Class B securities Class C securities, purchased by CIFD

Amount issued (€) 650,000,000 21,200,000 35,400,000

Fitch/Moody’s ratings AAA (sf)/Aaa A+ (sf)/A2 (sf) Not rated

2.1.5. The Plan for Rationalizing and Organizing IT Projects

Applications were further simplified and rationalized in 2019 through the merger and convergence of IT tools and processes. The work conducted made it possible to outsource various technical or functional components as part of the information system transformation plan.

2.1.5.1. Harmonizing the Credit Management System Technical Platforms

Work on migrating CIF Patrimoine & Immobilier’s “CAL” credit management system to CIFD’s Xloan system, which was conducted throughout 2018, reached completion in January 2019. It paved the way for merging the Xloan bases of CIF Patrimoine & Immobilier, and then the Lille unit, with that of CIFD by late June 2019.

At the same time, CIFD undertook work on optimizing the handling of management tasks, especially by giving customers the ability to execute them over the secure customer space.

2.1.5.2. New Refinancing Vehicle

Alongside the securitization operations it executed with the STS label, CIFD set up an information system to monitor securitized receivables in compartments of the Xloan database.

2.1.5.3. The Information System Transformation Plan—Outsourcing

Work continued in 2019 on determining the details of the information system transformation plan for 2019-21 as part of the orderly resolution plan and in keeping with the orientations of the functions, as well as on plotting the course for the transformation and setting milestones.

Early in 2019 the payroll function was outsourced, allowing for a simplification of the information system. The project to outsource financial back office operations, launched late in 2018, is expected to lead to automated data flows between the service provider and CIFD in 2020.

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2.1.6. Outsourcing of Group Activities

A certain number of activities and functions—payroll, financial back office, tax, computer network exploitation , and system administration (Oracle, Unix)—were outsourced over the course of the year, once the Group had ascertained the advantages in terms of efficiency and operational security.

On 1 January 2019 Cegedim SRH took charge of residual payroll and human resources administration, which had previously been managed by CIFD. Outsourcing these functions has allowed for a greater degree of automation of administrative tasks and more fluid management. CIF continues to maintain an in-house human resources team for supervision and to manage CIF’s employees at the local level, as well as to ensure an interface with Cegedim SRH that does not require it to delegate any personnel for on-site operations.

On 1 January 2019 the Group also began outsourcing to CACEIS those back office functions that had previously been managed by 3CIF. During the transition, the Group continued to develop additional IT modules to satisfy specific in-house needs. Those modules entered service in 2020. This outsourcing operation has made it possible to secure the financial back office function during the Group’s resolution phase.

2.2. Events Occurring After the Balance Sheet Date

Following the closure of the Marseille and Grenoble sites on 31 December 2019, geographic coverage will be concentrated at the Lyon, Lille, and Paris sites for the Group’s loan management and collection, and for support functions, at the Toulouse site (IT) and the Paris site (other functions).

On 11 February 2020 CIFD and MC2S reached an amicable agreement on the early termination of the service contract that existed between them, effective 29 May 2020.

Under the “Harmony French Home Loan” program undertaken in November 2019, CIF continued its securitization operations with a second public issue scheduled for March 2020.

2.2.1. 3CIF Bond Issue

Since the balance sheet date, 3CIF has: • made a €1,000 million public issue carrying the State guarantee of the Republic of France. The yield spread was 24 basis points over the benchmark French Treasury bond (OAT), corresponding to a coupon of 7.95bp over 3-month Euribor and a –2bp yield spread with respect 3CIF’s own State-guaranteed issues listed on the secondary market. • On 5 February 2020 it redeemed a State-guaranteed bond issue with a face value of €850 million.

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2.2.2. Events Involving CIF Euromortgage

In January 2020 CIF Euromortgage purchased €90 million in undated subordinated debt from 3CIF.

Since then, CIF Euromortgage has redeemed the following issues: - a €50 million issue in February 2020 - two issues totaling €45 million in March 2020 - a €75 million issue in April 2020.

2.2.3. Events Related to the Covid 19 Health Crisis

All CIF employees, in Paris and elsewhere in France, have been working remotely since Monday 16 March 2020, except in cases where an employee’s presence is required on site, as authorized by General Management. All employees were fully equipped to execute their assignments either before the lockdown was declared or in the days immediately following that event. As of Monday 16 March 2020 CIF was able to conduct its operations on a virtually normal basis.

The General Management Committee has been holding daily meetings since that date. It has been asking all managers to schedule daily updates with their team members to avoid situations of isolation and to ensure normal continuity of service. General Management has striven to provide the highest degree of protection for Group employees, ensure that all business is conducted normally, and monitor frequently the most sensitive functions, with an emphasis on payment and collection flows, monitoring loan loss provisions and new cases of loan impairment, cash management, and solvency management.

In the area of customer relations, massive computerization efforts made in recent years now enable CIF and its customers to execute, as a general rule, all operations concerning the management and collection of loans, with the exception of those involving process servers or the courts, which have been proceeding at a slowed pace since the French government imposed lockdown measures.

In the area of liquidity, as of late-March 2020, CIF had abundant cash on deposit with the Bank of France, mainly for compliance with legal and in-house regulations that require it to pre-finance six months’ worth of bond redemptions (the next ones will occur in June 2020) and three months’ worth of government-guaranteed bond redemptions (the next ones will occur in July 2020). In this challenging environment, CIF successfully issued €706 million in RMBSs, including €650 million in class A securities rated Aaa (sf) by Fitch and Moody’s in a public issue executed on 27 March, which is expected to be followed by a private placement planned for late-April 2020 in the amount of approximately €135 million.

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Early in March CIF enhanced its resistance testing resources by adding specific tests to assess the potential solvency and liquidity risks that would result from a drop of customer funds inflows over a period of several months, widened refinancing spreads, an increase in loans classified as impaired, or falling real estate prices.

Unfortunately, the negative impact of the highly probable economic recession in 2020 on funding conditions and on assumptions underpinning loan loss provisions cannot be ruled out.

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3. BUSINESS REVIEW

3.1. Key Figures and Performance Indicators (Consolidated)

Balance Sheet (€ millions) 2019 2018 2017 2016 Loans outstanding net of writedowns 10,410.3 12,399.6 14,765.2 18,425.9 Total assets 14,037.8 15,611.5 18,599.1 23,040.4

Capital adequacy (CIF Group) 2019 2018 2017 2016 Common Equity Tier 1 (€ millions) 791.2 943/4 1,197.0 1,211.1 Risk-weighted assets (€ millions) 4,901 5,813 7,122 8,741 Common Equity Tier 1 ratio 16.1 % 16.2% 16.8 % 13.9%

3.2. Operations in 2019 (Consolidated)

3.2.1. Consolidated Balance Sheet

Simplified Consolidated Balance Sheet € millions at 31 December 2019 2018 Assets Interbank and related items (cash, Bank of France, demand deposits) 1,065 8% 714 5% Customer items 10,410 74% 12,400 79% Bonds, equities, and other fixed-/variable-income securities 380 3% 395 3% Equity investments and investments in affiliated companies 5 0% 6 0% Tangible and intangible assets 7 0% 9 0% Accrued assets and other assets 2,170 15% 2,088 13% Total assets 14,038 100% 15,612 100% Liabilities and Shareholders’ Equity Interbank and related items 97 1% 146 1% Customer items 141 1% 78 0% Debt securities 11,307 80% 12,620 81% Accrued liabilities and other liabilities 1,585 11% 1,689 11% Allowances 114 1% 132 1% Shareholders’ equity excluding fund for general banking risks 793 6% 946 6% Total liabilities and shareholders’ equity 14,038 100% 15,612 100%

CIFD had total consolidated assets of €14.04 billion at 31 December 2019, down by €1.6 billion from €15.6 billion at 31 December 2018.

On the asset side, the change could be ascribed to a decrease of €2 billion in customer items reflecting loan amortizations and early repayments.

Under liabilities and shareholders’ equity, the change could be ascribed to a decrease of €1.3 billion in debt securities in line with the drop in customer loans outstanding.

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3.2.1.1. Assets

Interbank and Related Items (Cash, Bank of France, Demand Deposits)

Interbank and related items totaled €1,065 million at 31 December 2019 versus €714 million at 31 December 2018, including €939 million in cash on deposit with the Bank of France, of which €920 million was placed by CIF Euromortgage and €19 million by 3CIF.

Customer Loans

Management of Customer Loans Outstanding

Customer loans outstanding (€ millions) 2019 2018 Customer loans outstanding, net of writedowns 10,410 12,400 Gross customer loans outstanding 10,858 12,960

Gross customer loans outstanding decreased by €2,102 million, or 16.2%, to €10,858 million at 31 December 2019, of which 8.4% corresponded to early repayments (including 9.0% of unimpaired loans) and 7.8% corresponded to amortizations.

Of that amount, 44.8% corresponded to fixed-rate loans excluding “PTZ” interest-free loans, and virtually the entire portfolio was secured (mainly by mortgages). Unimpaired loans accounted for nearly 90% of gross customer loans outstanding (€9,748 million).

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Summary of the Customer Loan Collection Activity

In keeping with a trend that began several years ago, impaired loans declined once again to €1,110 million at year-end 2019 from €1,329 million at year-end 2018, representing a decrease of 16.9%, as analyzed below: • a decrease of €110.4 million in impaired loans reclassified as unimpaired • a decrease of €108.5 million in amortizations and other funds flows • a decrease of €38.0 million in early repayments • a decrease of €109.3 million in sales of loans in default For a total of €150.3 million • related to disposals a decrease of €41.1 million in sales of unsecured loans • an increase of €188.5 million in new impaired loans.

The Group’s impaired loans have remained at about 10% of total loans outstanding.

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Loan loss allowances amounted to €447 million at 31 December 2019 compared with €560 million at 31 December 2018 and covered 40.28% of gross impaired loans at year-end 2019 versus 42.17% a year earlier.

Loan loss allowances at 31 December 2018 2017 Gross non-performing loans (€ millions) 1,110 1,329 Loan loss allowances (€ millions) 447 560 Coverage of loan loss allowances 40.28% 42.17%

Outsourced Loan Management and Collection

Since April 2017, MC2S has been in charge of customer loan management and collection operations for CIFD. The former Toulouse/Bordeaux and Poitiers units were transferred, along with their portfolio of loans outstanding, to which were added reloads from the former Ifs/Nantes and Dijon/Nancy units late in 2017.

At 31 December 2019 the number of loans under this management was 38,398 corresponding to a total amount of €2.28 billion.

Bonds, Equities, and Other Fixed-/Variable-Income Securities

The CIF Group holds a portfolio of securities given under repurchase agreement, except for those posted as collateral to a bank, which are eligible for repo funding. This portfolio is on the balance sheet of 3CIF, which centralizes and manages the Group’s liquidity reserves.

At 31 December 2019 this portfolio was valued at €380 million (€395 million at 31 December 2018) and comprised: • €265 million in government securities; • €115 million in bonds and other fixed-income securities (covered bonds issued by non- Group units).

The contraction in this portfolio in 2019 could be ascribed to the redemption of a €15 million issue that matured on 25 October 2019.

Unconsolidated Affiliates

The gross value of unconsolidated affiliates was €5.2 million at 31 December 2018 (€9.5 million a year earlier). The decrease may be ascribed to the fact that SNC Centre Est and FIRCI Immobilier were merged with CIFD.

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Tangible and Intangible Assets

Net tangible and intangible assets amounted to €7.0 million at 31 December 2019 versus €8.9 million at 31 December 2018. They consisted of: • €3.6 million of net tangible assets in the form of operating premises; • €3.4 million of net tangible and intangible assets related to computer systems. Accrued Assets and Other Assets

This item amounted to €2,170 million at 31 December 2019 (€2,088 million at 31 December 2018) and mainly comprised: • €1,392 million in cash collateral paid to counterparties in respect of derivatives contracts; • €243 million in accrued interest on derivatives.

3.2.1.2. Liabilities and Shareholders’ Equity

Funding for the Group

Caisse Centrale du Crédit Immobilier de France, authorized to operate as a credit institution, serves the Group by focusing its operations in three main areas: • refinancing home loans outstanding, the gross amount of which stood at €10,858 million at year-end 2019 compared with €12,960 million a year earlier, • buying financial instruments to hedge the interest-rate and currency risks incurred, and trading those instruments in the markets, • managing the Group’s liquidity reserves.

3CIF is the entity responsible for covering liquidity gaps that arise during the execution of the orderly resolution plan. The State guarantee backing some of 3CIF’s issues is explicit.

3CIF has four securities issue programs of negotiable European commercial paper (NEU CP) and negotiable European medium-term notes (NEU MTN, formerly referred to as negotiable short- and medium-term notes), as follows: • €8 billion of guaranteed NEU CP, • €5 billion of guaranteed NEU MTN, • €12 billion of non-guaranteed NEU CP, • €2 billion of non-guaranteed NEU MTN.

3CIF also has a €12 billion issue program of guaranteed EMTNs.

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The total outstanding amount of State-guaranteed securities issued by 3CIF, regardless of their form (NEU CP, NEU MTN, European commercial paper, negotiable EMTN, bonds, etc.), may not exceed €16 billion.

At 31 December 2019, 3CIF’s negotiable European commercial paper and negotiable European medium-term note issues had the following ratings:

Ratings of 3CIF’s Securities Issues at 31 December 2019

Class of securities Fitch rating Moody’s rating Guaranteed NEU CP F1+ P1 Guaranteed NEU MTN AA Aa2 Non-guaranteed NEU CP F1 P2 Non-guaranteed NEU MTN A Baa2

The ratings of securities issued by 3CIF with the State guarantee are closely correlated to those of the Republic of France. As they benefited from the State guarantee prior to 30 June 2014, 3CIF’s securities qualify as Level 1 HQLA as construed under Regulation (EU) No. 575/2013 of the European Parliament and of the Council.

CIF Euromortgage is undergoing extinctive management and has not made any new issues of covered bonds or debt, secured or not, since the orderly resolution began in 2013.

At 31 December 2019 debt securities totaled €11,307 million versus €12,620 million at 31 December 2018.

Debt securities, € millions at 31 December 2019 2018 Difference Securities issued by securitization vehicles 1,486 0 1,486 NEU CP, NEU MTN, EMTN 5,124 5,399 (275) Covered bonds and registered covered bonds 4,698 7,221 (2,523) Total debt securities (including accrued interest) 11,307 12,620 (1,313)

Debt securities excluding accrued interest comprised: • €5,115 million of bonds issued by 3CIF. • €4,588 million of covered bonds and other debt securities (registered covered bonds) issued by CIF Euromortgage. • €1,485 million of securities issued by the securitization vehicles FCT 39 and FCT 40 and offered to investors.

Analysis of NEU MTNs issued by 3CIF

3CIF’s medium- and long-term debt securities outstanding amounted to €5,124.1 million at 31 December 2019 versus €5,399.3 million a year earlier.

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This decline reflects the decrease in funding needs, as the Group has ceased real estate loan originations and has been receiving a steady stream of amortizations of loans outstanding and, throughout 2019, a high level of early repayments.

Debt securities excluding accrued interest comprised: • €4,909 million of State-guaranteed debt securities (issued after 2013), accounting for 91% of the total, • €206 million of unguaranteed debt securities (issued until 2013) which do not benefit from the guarantee of the Republic of France.

At year-end 2019 all of 3CIF’s debt was denominated in euros. After factoring in hedging swaps, the total cost of guaranteed and unguaranteed debt at 31 December 2019 was 17 bp over 3- month Euribor and the total cost of 3CIF’s guaranteed debt (excluding the commission payable to the Republic of France) was 12 bp over 3-month Euribor.

Analysis of Covered Bonds and Registered Covered Bonds issued by CIF Euromortgage

At 31 December 2019, secured debt outstanding excluding accrued interest, as construed under CMF § L.513-11, principally comprised euro-denominated public issues and euro-denominated registered covered bonds totaling €4,618 million, as analyzed below: • €1,920 million in euro-denominated public issues; • €2,020 million in euro-denominated registered covered bonds; • €648 million in euro-denominated private placements; • €30 million in covered bonds held by 3CIF.

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Funding Raised

Medium- and Long-Term Funding Raised in 2019

In the first half of 2019, 3CIF made two public issues carrying the State guarantee of the Republic of France for a total of €1,000 million.

The first of these was a 4-year €650 million issue on 22 January 2019. The yield spread was 30 bp over the benchmark French Treasury bond (OAT). Market demand for the issue came from Germany, Austria, and Hungary (36%), France (22%), Northern Europe (13%), and the Benelux countries (12%). Asset managers (32%), commercial banks (29%), and central banks (24%) were the main subscribers.

The second was a tap issue for another €350 million on 23 April 2019. The yield spread was 25 bp over the benchmark French Treasury bond (OAT). Market demand for the issue came from Germany, Austria, and Hungary (23%), France (22%), Northern Europe (21%), and Asia (14%). Asset managers (34%), commercial banks (33%), and central banks (26%) were the main subscribers.

Short-Term Funding Raised in 2019

3CIF did not issue any State-guaranteed NEU CP in 2019.

Redemptions in 2019

Over the course of 2019, 3CIF redeemed a total of €1,265 million of medium- and long-term securities that had matured. €1,230 million of those securities were covered by the State guarantee.

Accrued Liabilities and Other Liabilities

At 31 December 2019 accrued liabilities and other liabilities amounted to €1,579 million (€1,689 million a year earlier) primarily comprising: • €595 million cash collateral received from counterparties in respect of derivatives contracts; • €336 million in gains on hedging contracts; • €268 million in deferred income on interest-free loan subsidies; • €223 million in accrued interest on derivatives.

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Shareholders’ Equity

CIFD Group’s Shareholders’ Equity Shareholders’ Equity, € millions at 31 December 2019 2018 Capital stock 124.82 124.82 Additional paid-in capital 129.31 216.76 Consolidated reserves and other reserves 632.28 690.10 Net income (loss) for the period (93.63) (85.34) Shareholders’ equity excluding the fund for general banking risks 792.79 946.33

Shareholders’ equity was €154 million lower at year-end 2019 compared with year-end 2018. Reserves were impacted by: • The appropriation of the €85 million net loss in 2018, • The payment of a €60 million dividend in 2019.

3.2.2. Consolidated Off-Balance Sheet

3.2.2.1. Commitments Given and Received

Analysis of the Off-Balance Sheet for Publication

Off-Balance Sheet for Publication € millions at 31 December 2019 2018 Financing commitments given 2.69 60% 2.89 60% Guarantees given 1.94 40% 1.95 40% Commitments given 4.63 100% 4.84 100% Commitments received 8.77 100% 13.00 100%

Analysis of the Off-Balance Sheet Not for Publication

Off-Balance Sheet for Not Publication — Commitments Given to and Received from Customers € millions at 31 December 2019 2018 Financing commitments received (not for publication) 1,989.6 100% 3,182.3 100% Other commitments received (not for publication) 166.1 100% 45.5 100% Other commitments given (not for publication) 57.0 100% 224.1 100%

Most of the off-balance sheet concerns commitments given to and received from customers that are not for publication.

Commitments received from customers (not for publication) amounted to €1,990 million at 31 December 2019 and comprised guarantees received from CNP Caution, Fonds de Garantie de l’Accession Sociale à la propriété (FGAS), and Compagnie Européenne de Garanties et de Cautions (CEGC).

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Other commitments received from customers (not for publication) increased €120 million to €166 million at 31 December 2019 and corresponded to outstandings covered by the “internal” State guarantee (CIF Euromortgage’s cash deposits with 3CIF and forward contracts between those two units).

In compliance with CRBF regulation 99-10 ¶12 of 9 July 1999, 3CIF set up a series of swap contracts with CIF Euromortgage in 2018, the purpose of which is to reduce the risk of interest-rate mismatch between liabilities and home loans received as collateral under CMF § L.211-38 that CIF Euromortgage would incur if it were to take possession of the collateral in the event of default by 3CIF. These interest-rate matching operations helped minimize recourse to the State guarantee.

Other commitments given to customers (not for publication) totaled €57 million (€224 million at 31 December 2018) and primarily reflected the net value of shares of subsidiaries that CIFD posted as collateral to the Republic of France.

3.2.2.2. Derivatives

€ millions at 31 December 2019 2018 Currency derivatives 0 399 Interest-rate derivatives 44,887 46,397 Total derivatives (notional) 44,887 46,796

Derivatives—exclusively for hedging purposes—had a notional value of €44,887 million at 31 December 2019 compared with €46,796 million at 31 December 2018. Virtually the entire amount consisted of interest-rate swaps.

3.2.3. Consolidated Statement of Operations

Simplified Consolidated Statement of Operations € millions, year ended 31 December 2019 2018 Interest income 863 953 Interest expense 745 809 Fee and commission income (expense) (54) (69) Net gain (loss) on available-for-sale portfolios and related securities 0 7 Net banking income 66 83 Gross operating income (loss) (52) (56) Provisions for risk 12 18 Operating income (loss) (64) (75) Income (loss) before tax and nonrecurring items (64) (75) Net income (loss) (94) (85)

The net result of operations in 2019 was a loss of €93.6 million compared with a loss of €85.3 million in 2018.

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Lower provisions for risk partially offset the decrease in net banking income: • Net banking income fell by €17.4 million (20.9%), reflecting a €26.4 million decrease in net interest margin in relation to the 16.3% erosion in average customer outstandings and the adverse impact of fluctuating interest rates (negative impact of 2 bp). This decline was partly offset by a lower charge for the State guarantee (€14.9 million less) thanks to a decrease in medium- and long-term debt outstanding. • Operating expenses fell by €21.7 million (15.5%), due mainly to a decrease in payroll costs and charges for services rendered by non-Group providers. • Provisions for risk were €6.5 million (35.4%) lower, thanks to a reversal of the general provision (€5.8 million). • Net nonrecurring items were €20.7 million lower. • The corporate income tax charge was down €1.6 million.

3.2.3.1. Consolidated Net Banking Income

Consolidated net banking income amounted to €65.8 million, down €17.4 million (20.9%) as described below: • a €26.4 million (18.3%) decrease in interest margin, consisting of a €23.6 million decrease in volume terms, with a 16.3% erosion in average outstandings net of writedowns and the €2.8 million negative impact of unfavorable interest-rate fluctuations (down 2 bp). • a €14.9 million increase in commissions related to the decrease in the cost of the State guarantee and buoyant death/disability insurance commissions. • a €6.7 million decrease in revenues from the securities portfolios following the capital gains realized on the disposal of obltp224 benchmark French Treasury bonds (OAT) in May 2018. • a €0.8 million increase in other banking income net of expenses.

The gross ratio of net banking income to loans outstanding net of writedowns stood at 0.58% at year-end 2019, down by 3 bp compared with 0.61% a year earlier.

3.2.3.2. Consolidated Operating Expenses

Consolidated operating expenses totaled €117.9 million in 2019 (including €115.8 million in general operating expenses and €2.1 million in depreciation and amortization), down by €21.7 million (15.5%) from €139.6 million in 2018 due to the following factors: • Payroll costs totaled €45.4 million in 2019, down by €8.1 million (15.1%) from €53.4 million in 2018. • Administrative expenses amounted to €73.2 million in 2019, down by €14.5 million (16.5%) from €87.7 million in 2018, reflecting a decrease in compulsory expenses (including the contribution to the Single Resolution Fund, the impact of regulatory

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changes, and archiving costs), rental fees following the expiration of the lease on the Foy building, and lower invoicing from MC2S in line with a decrease in the number of files under its management. • The net provision for risks and expenses rose €0.3 million, including €0.2 million in provisions for rent in arrears at la Bastide, and €0.1 million in provisions for personnel disputes. • The charge for depreciation, amortization, and provisions on tangible and intangible assets was €2.1 million in 2019, down €1.0 million from €3.2 million in 2018, essentially reflecting the end of amortization of software.

3.2.3.3. Provisions for Risk

Provisions for risk amounted to €11.8 million in 2019, down €6.5 million from €18.3 million in 2018.

Provisions net of reversals were €20.4 million lower.

• Reversals net of writedowns decreased by €3.4 million, reflecting €3.1 million reversal of customer writedowns.

• Unallocated provisions net of reversals were €16.9 million lower, primarily reflecting a €5.8 million net reversal of the general provision compared with €21.5 million in 2018.

The ratio of risk allowances to average credit outstandings stood at 0.10% at year-end 2019, versus 0.13% a year earlier.

3.3. Operations in 2019 (Parent Company)

3.3.1. Balance Sheet (CIFD Parent Company)

Simplified Parent Company Balance Sheet € millions at 31 December 2019 2018 Assets Cash and due from central banks and post office banks 0 0 Government securities and equivalents 0 0 Due from credit institutions 40 47 Customer items 8,836 12,395 Bonds and other fixed-income securities 123 0 Equities and other variable-income securities 8 0 Long-term equity investments 5 5 Investments in affiliated companies 6 174 Intangible assets 2 3 Tangible assets 2 3 Other assets 221 229 Accrued assets 28 25

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TOTAL ASSETS 9,270 12,881 Liabilities and Shareholders’ Equity Due to credit institutions 8,086 11,468 Customer items 68 78 Debt securities 0 0 Other liabilities 84 103 Accrued liabilities 366 426 Allowances 111 125 Subordinated debt 0 0 Fund for general banking risks 0 0 Shareholders’ equity excluding the fund for general banking risks 556 681 Capital stock 125 125 Additional paid-in capital 129 217 Reserves 367 367 Untaxed provisions and investment grants 0 0 Unappropriated retained earnings (losses) 0 0 Net income (loss) for the period (65) (28) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 9,270 12,881

3.3.2. Off-Balance Sheet (CIFD Parent Company)

Simplified Parent Company Off-Balance Sheet € millions at 31 December 2019 2018 Financing commitments given 3 3 Guarantees given 6,888 8,420 Commitments related to securities 0 0 Other commitments given 3 167 COMMITMENTS GIVEN 6,894 8,590 Financing commitments received 106 195 Guarantees received 1,997 3,194 Commitments related to securities 0 0 COMMITMENTS RECEIVED 2,103 3,389

3.3.3. Statement of Operations (CIFD Parent Company)

Simplified Parent Company Statement of Operations € millions, year ended 31 December 2019 2018 Interest income 357 457 Interest expense 279 340 Income from variable-income securities 215 0 Commission income 31 26 Commission expense 79 90 Net gain (loss) on trading securities 0 0 Net gain (loss) available-for-sale portfolios and related securities 0 0 Other banking income 18 17

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Other banking expense 17 16 NET BANKING INCOME 246 54 General operating expenses 104 121 Depreciation, amortization, and provisions on tangible and intangible assets 2 3 GROSS OPERATING INCOME (LOSS) 140 (69) Provisions for risk 12 18 OPERATING INCOME (LOSS) 128 (88) Net gain (loss) on disposals of long-term investments (167) 0 INCOME (LOSS) BEFORE TAX AND NONRECURRING ITEMS (39) (88) Nonrecurring income (loss) 12 72 Income tax charge (receivable) for the year 14 12 Net allocation to the fund for general banking risks and untaxed provisions 0 0 NET INCOME (LOSS) (65) (28)

3.3.4. Valuation of Equity Interests in Subsidiaries (CIFD Parent Company)

CIFD’s equity interests in its two subsidiaries have been valued as shown below:

Valuation of Equity Interests in Subsidiaries, € millions at 31 December 2019 Entity Acquisition cost Total writedown Net value 3CIF 206 206 0 CIF Euromortgage 107 107 0 Total 313 313 0

3.3.5. Appropriation of the Net Loss for the Year (CIFD Parent Company)

The net result of operations in 2019 was a loss of €64,689,307.96.

The Shareholders’ Meeting will be asked to carry forward the net loss for 2019 as retained losses. After allocating the net loss for 2019, retained losses will amount to €64,689,307.96. The Shareholders’ Meeting will also be asked to approve a proposal to charge the entire amount of retained losses, €64,689,307.96, against the share premium, bringing its balance to €63,228,134.89.

After charging retained losses against the share premium, retained losses would show a balance of €0.

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3.3.6. Dividends for the Last Three Years

In application of Section 243bis of France’s Tax Code, the shareholders are reminded that the following dividends have been distributed over the previous three years.

Dividend eligible Dividend ineligible Year Dividend (€) for 40% tax relief (€) for 40% tax relief (€)

for 2018, paid in 2019 59,914,416.96 72 59,914,344.96

for 2017, paid in 2018 169,757,514.72 204 169,757,310.72

for 2016, paid in 2017 0 0 0

3.3.7. Non-Tax Deductible Charges

In accordance with Section 223 quater of France’s Tax Code, non-tax-deductible charges referred to under Section 39-4 of the Tax Code totaled €34,024.74, on which no income tax was due.

3.4. Going Concern

CIFD Group has prepared its financial statements on a going concern basis, the justification for which is now the European Commission’s approval of an orderly resolution plan including a State guarantee awarded on a permanent basis on 28 November 2013, as described above, as well as the fact that CIFD will ensure that its subsidiaries receive funding within the frame work of the Plan.

The Plan includes the following principles: • Loan originations ceased as of the date of the decision to grant the permanent guarantee. • The residual portfolios of assets, liabilities, and derivatives will be held to maturity and managed in such a way as to maximize their value. The Plan contains measures aimed at reorganizing the management and collection of the portfolios, with the key objective of ensuring repayment. These measures include retaining key talent within the organization, standardizing the methods employed by the operating subsidiaries, and streamlining the organization.

In light of the decision to hold the loan and debt securities portfolios to maturity, the activity of managing these portfolios satisfies the criterion for preparing the financial statements on a going concern basis, and the Group’s assets have been valued accordingly. The going concern principle is based on the Group’s execution of an orderly resolution plan including a permanent State guarantee from the Republic of France, approved by the European Commission, and its decision to hold all its portfolios to maturity.

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4. CORPORATE GOVERNANCE

In compliance with Section L.225-37 paragraph 6 of France’s Commercial Code (CC), information on corporate governance is provided in this specific section of the Report of the Board of Directors.

4.1. Corporate Governance Bodies

4.1.1. Board of Directors

4.1.1.1. Functioning of the Board of Directors

CIFD’s Board of Directors is governed by a set of By-Laws that determine the manner in which it functions, in addition to the conditions set forth in the Articles of Incorporation and in applicable laws and regulations.

The By-Laws allow Board members to attend Board meetings by means of videoconference or telecommunications as authorized by CC § L.225-37 and in accordance with Article 13 of the Articles of Incorporation. However, recourse to this method of participating in Board meetings should only be made under exceptional circumstances.

Such means are disallowed for deliberations concerning the approval of the annual parent company and consolidated financial statements, the report of the Board of Directors, and deliberations concerning the appointment or revocation of the Chairman or Chief Executive Officer. Moreover, in accordance with the Articles of Incorporation, recourse to this method of participating in Board meetings is disallowed if at least two-thirds of the currently serving Board members are opposed.

The By-Laws affirms the independence of the members of the Board of Directors and of the specialized committees that report to it. The Board of Directors has established these criteria in accordance with ACPR recommendations and European Banking Authority (EBA) guidelines on internal governance (EBA/GL/2017/11), and with EBA and European Securities and Markets Authority (ESMA) guidelines to assess the suitability of management body members and key function holders (EBA/GL/2017/12).

4.1.1.2. Members of the Board of Directors

At 31 December 2019 the Board of Directors had 11 members: • Yannick Borde, Chairman • Michel Bouzat • Hugues Dubly • Patricia Festivi • Dominique Guérin

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• Karine Julien-Elkaim • Diane Lamarche • Dominique Lambecq • André Legeard • Hervé Magne • Catherine Van Rompu.

The 23 October 2019 meeting of the Board of Directors coopted Hugues Dubly to replace Jackie Lecointe. The shareholders will be asked to ratify his appointment as Board member at the Shareholders’ Meeting convened to approve the 2019 financial statements.

Details of the terms of the directors serving at 31 December 2019 are shown below:

Terms of the Members of the Board of Directions Serving at Year-End 2019 Date of appointment or Name End of term reappointment Yannick Borde Reappointment by the Close of the Shareholders’ Meeting Shareholders’ meeting on convened to approve the 2022 financial 31 May 2017 statements Reappointment by the Close of the Shareholders’ Meeting Michel Bouzat Shareholders’ meeting on convened to approve the 2022 financial 31 May 2017 statements Coopted by the Board at its Close of the Shareholders’ Meeting Hugues Dubly meeting on 23 October 2019 convened to approve the 2022 financial statements Reappointment by the Close of the Shareholders’ Meeting Patricia Festivi Shareholders’ meeting on convened to approve the 2022 financial 31 May 2017 statements Dominique Guérin Reappointment by the Close of the Shareholders’ Meeting Shareholders’ meeting on convened to approve the 2022 financial 31 May 2017 statements Ratification of the co- Close of the Shareholders’ Meeting Karine Julien-Elkaim optation by the Shareholders’ convened to approve the 2019 financial meeting on 31 May 2017 statements Reappointment by the Close of the Shareholders’ Meeting Diane Lamarche Shareholders’ meeting on convened to approve the 2022 financial 31 May 2017 statements Dominique Lambecq Reappointment by the Close of the Shareholders’ Meeting Shareholders’ meeting on convened to approve the 2022 financial 31 May 2017 statements Reappointment by the Close of the Shareholders’ Meeting André Legeard Shareholders’ meeting on convened to approve the 2022 financial 31 May 2017 statements

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Reappointment by the Close of the Shareholders’ Meeting Hervé Magne Shareholders’ meeting, on convened to approve the 2024 financial 22 May 2019 statements Ratification of the co- Close of the Shareholders’ Meeting Catherine Van Rompu optation by the Shareholders’ convened to approve the 2022 financial meeting on 23 May 2018 statements

4.1.1.3. Deliberations of the Board of Directors

4.1.1.3.1. Work Conducted by the Board of Directors

The Board of Directors met on five occasions in 2019.

The Board of Directors deliberated on matters falling legally within its purview, such as: reviewing the annual parent company and consolidated financial statements and reports of the Board of Directors and convening shareholders’ meetings to approve the parent company and consolidated financial statements for the last completed fiscal year.

In addition to these matters, the Company’s Board of Directors discussed the following issues: • coopting a Board member and designating members of the specialized committees • approving the nomination of a corporate officer of CIF Euromortgage and terminating the affiliated company status of Cautialis • reviewing the Group’s checklists, presenting strategic management indicators, monitoring of loan payments in arrears and collection, and monitoring of the loan management and collection services of the service provider MC2S • reviewing the deliberations of the specialized committees reporting directly to the Board of Directors • updating the Group’s valuation and the strategic orientations document • reviewing major projects mentioned in CIF’s strategic orientations document, particularly concerning Group funding and optimization of the loan portfolio • executing the assignment of receivables without recourse to the State guarantee • conducting the internal capital adequacy assessment process (ICAAP) and the internal liquidity adequacy assessment process (ILAAP, SREP) • reviewing the annual report on internal auditing forwarded to the ACPR • presenting the salient information contained in the interim consolidated financial statements • handling social matters, in particular the outplacement of employees affected by the various job-saving plans, and the Board’s response to the opinion issued by the Central Staff Committee concerning strategic orientations, in application of Section L.2323-10 of France’s Labor Code (CT).

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Directors’ Fees

The 22 May 2019 Shareholders’ Meeting set the total amount of directors’ fees at €20,000 for 2019. The Board of Directors determines the rules for apportioning those fees.

4.1.1.3.2. By-Laws of the Financial Group

The banking network By-Laws referred to in Article 17 of the Company’s Articles of Incorporation specify the manner in which the Articles of Incorporation and in-house operating rules of the financial group are applied. The Group’s By-Laws have been amended to reflect regulatory and organizational changes affecting CIFD and its subsidiaries in the context of the orderly resolution. Changes have been made since 2015 to the Book governing risk policy within the framework of the Group’s cash management policy.

4.1.2. General Management

Jérôme Lacaille is the Chief Executive Officer of CIFD. Thierry Gillouin and Antoine Frachot are Deputy Chief Executive Officers.

Messrs. Lacaille and Gillouin are the corporate officers of CIFD as construed under CMF § L.511- 13.

4.1.3. Government Commissioner

By a decree dated 9 September 2014, Didier Bruneel was appointed Government Commissioner to the Board of Directors. Mr. Bruneel has been attending meetings of the Board of Directors and the Audit and Risk Committees since 10 September 2014.

4.1.4. Central Staff Committee Representatives

In 2019 Myriam Fégli and Nicolas Guillot attended Board and Shareholder meetings as representatives of the Staff Committee of the Economic and Social Grouping Crédit Immobilier de France, employee representatives. As of 1 January 2020, following the establishment of the Social and Economic Committee of the CIF Economic and Social Grouping, Christelle Marie and Daniel Boulain have been designated as employee representatives.

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4.1.5. Independent Auditors

Independent Auditors of the Company at Year-End 2019 Date of appointment Independent Auditors End of term or reappointment Mazars Close of the Shareholders’ Meeting Shareholders’ Meeting, 23 May Independent Auditor convened to approve the 2023 financial 2018 statements PricewaterhouseCoopers Close of the Shareholders’ Meeting Shareholders’ Meeting, 28 May Audit convened to approve the 2020 financial 2015 Independent Auditor statements Jean-Baptiste Deschryver Close of the Shareholders’ Meeting Shareholders’ Meeting, 28 May Alternate Auditor convened to approve the 2020 financial 2015 statements

4.2. Governance of Affiliated Companies of the CIFD Network

In accordance with the Articles of Incorporation, the Board of Directors of the Company, in its capacity as central entity, accredits directors of credit institutions and affiliated finance companies to serve as corporate officers as construed under CMF § L.511-13.

In 2019 the Company accredited a company representative of CIF Euromortgage.

Accreditations of Company Representatives as Construed Under CMF § L.511-13 in 2019 Entity Accreditation Accreditation of Arzu Yilmaz, Deputy Chief Executive Officer, as corporate CIF Euromortgage officer, replacing Clotilde Bouchet, pursuant to the decision of the Board of Directors at its meeting on 26 June 2019.

4.3. Specialized Committees Reporting to the Board of Directors

Pursuant to Article 14 of the Company’s Articles of Incorporation, the Board of Directors has created specialized committees that report to it on their missions, in accordance with applicable laws and regulations: • the Audit Committee; • the Risk Committee; • the Remunerations Committee; • the Appointments Committee.

CIF Group created these unified specialized committees at the level of CIFD as part of efforts to simplify its organization and achieve efficiency, replacing the individual committees that existed previously at each of the Group’s financial subsidiaries (Board decision, 8 July 2015).

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The creation of centralized committees complies with CC § L. 823-20 (Audit Committee) and CMF § L. 511-89 et seq. (Risk Committee, Remunerations Committee, Appointments Committee).

The chairman of the Audit Committee or the Risk Committee forwards recommendations issued by these committees to the boards of directors of the subsidiaries concerned.

Committee members are chosen from among the members of the Board of Directors who do not have management functions at the Company, and who have expertise commensurate with the purview of the committee to which they belong.

4.3.1. Audit Committee

4.3.1.1. Missions

The Audit Committee’s missions are to: • monitor the preparation of financial information and the formulation of recommendations, if required, to ensure their integrity, • monitor the effectiveness of internal control and risk management systems, as well as internal audits of procedures concerning the preparation and processing of accounting and financial information, • ensure that the independent auditors execute their assignment, • monitor the work of the General Inspection Division and approve the audit plan in terms of its scope, budget, and timetable, • familiarize itself with reports issued by the Periodic Control department and ensure that its recommendations are implemented, • formulate recommendations concerning the appointment or renewal of appointment of the independent auditors by the shareholders’ meetings, • ensure that the independent auditors satisfy the conditions of independence in accordance with applicable regulations, • pre-approve the provision of non-audit services by the independent auditors, • report regularly to the Board of Directors on the execution of its missions and on the results of its mission of certifying the financial statements, the manner in which this mission contributed to the integrity of the financial information, and the role that the Audit Committee played in this process, • immediately inform the Board of any difficulties it encounters in the execution of its missions.

4.3.1.2. Members

Audit Committee members are appointed by the Company’s Board of Directors for the duration of their terms as directors.

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At 31 December 2019 the five Audit Committee members were: Karine Julien-Elkaim, Yannick Borde, Michel Bouzat, Dominique Lambecq, and Hervé Magne.

At its meeting on 23 October 2019, the Board appointed Mr. Lambecq to replace Jackie Lecointe.

At its meeting on 26 June 2019 the Committee reappointed Mr. Magne as its chairperson.

The Government Commissioner, Didier Bruneel, participates at Audit Committee meetings.

4.3.1.3. Brief Description of the Committee’s Activities

The Audit Committee met four times in 2019.

The chairman of the Audit Committee forwarded accounts of the following tasks to the Company’s Board of Directors: • reviewing the Company’s annual consolidated and parent company financial statements and the reports of the independent auditors, • reviewing the report of the Board of Directors and the internal control report, • issuing a prior opinion on the change of signatory of one of the independent auditors, • reviewing the audit plan for the year and validating the audit plan for 2020, • reviewing the main points highlighted by the auditing missions conducted by the General Inspection Division and the Internal Auditing department, • implementing recommendations formulated as part of those missions.

4.3.2. Risk Committee

4.3.2.1. Missions

The Risk Committee’s principal missions are to: • provide guidance on the Company’s overall strategy and its risk tolerance as well as on defining its risk policy, • provide assistance when the Board of Directors verifies the implementation of the Company’s overall strategy and when the corporate officers and the head of risk management verify the implementation of its risk policy, • review the results of permanent control of compliance of operations, the level of risk effectively incurred, compliance with procedures, and the effectiveness and commensurability of corresponding control systems, • propose and monitor limits on financial counterparties, • analyze major risks and the concentration of the credit portfolio,

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• review the relationship between the Company’s risk policy and remuneration practices, and the status of risks to which it is exposed, its capital, its liquidity, and the probability of expected earnings over time. 4.3.2.2. Members

Risk Committee members are appointed by the Company’s Board of Directors for the duration of their terms as directors.

At 31 December 2019 the five Risk Committee members were: Karine Julien-Elkaim, Yannick Borde, Michel Bouzat, DominiqueLambecq, and Hervé Magne.

At its meeting on 23 October 2019, the Board appointed Mr. Lambecq to replace Jackie Lecointe.

At its meeting on 26 June 2019 the Committee reappointed Mr. Magne as its chairperson.

4.3.2.3. Brief Description of the Committee’s Activities

The Risk Committee met four times in 2019.

Accounts of the following tasks were forwarded to the Company’s Board of Directors: • monitoring the Group’s risks, • reviewing the Group’s funding and its management of liquidity mismatch risk, • reviewing the internal capital adequacy assessment process (ICAAP) and the internal liquidity adequacy assessment process (ILAAP), • presenting the main action plans for risk management.

4.3.3. Remunerations Committee

4.3.3.1. Missions

The Remunerations Committee’s principal missions are to: • conduct an annual review of the Company’s remunerations policy, the remuneration of “sensitive” staff members referred to in CMF § L.511-71: risk-takers, auditors, and any other employees whose total emoluments place them in the same remuneration category if their activity has a meaningful impact on the profile of the company or group, • formulate recommendations for Board decisions concerning the situation of remunerations of all company representatives, • monitor the remuneration paid to heads of the risk management and compliance functions, • report on its work to the Board of Directors.

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4.3.3.2. Members

Remunerations Committee members are appointed by the Company’s Board of Directors for the duration of their terms as directors.

At 31 December 2019 the three Remunerations Committee members were: Diane Lamarche, Dominique Guérin, and Dominique Lambecq.

At its meeting on 23 October 2019, the Board appointed Mr. Lambecq to replace Jackie Lecointe.

Mr. Lecointe was the Committee’s chairperson until 23 October 2019. He was replaced on 18 December 2019 by Ms. Lamarche, independent Board member.

4.3.3.3. Brief Description of the Committee’s Activities

The Remunerations Committee met twice in 2019.

Accounts of the following tasks were forwarded to the Company’s Board of Directors: reviewing the Company’s remuneration policy and reviewing the conditions for remunerating company representatives of CIFD, risk-takers, and auditors.

4.3.4. Appointments Committee

4.3.4.1. Missions

The Appointments Committee’s principal missions are to: • propose candidates for Board membership to the Shareholders’ Meeting or, if applicable, recommend candidates to be coopted by the Board of Directors, • ensure balanced representation between men and women, • conduct periodic evaluations of Board members, both collectively and individually, and forward useful recommendations, • discuss the independence of Board members with respect to the criteria determined by the Board (i) when appointing or reappointing a Board member and (ii) annually, for all Board members, • review the policy, and make recommendations, for selecting and appointing company representatives, deputy chief executive officers, and the head of risk management, and formulate useful recommendations, • defend the Company’s interest by ensuring that the Board of Directors is not dominated by one individual or a small group of people.

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4.3.4.2. Members

Appointments Committee members are appointed by the Company’s Board of Directors for the duration of their terms as directors.

At 31 December 2019 the three Appointments Committee members were: Diane Lamarche, Yannick Borde, and Dominique Guérin.

At its meeting on 23 October 2019, the Board appointed Ms. Lamarche to replace Jackie Lecointe.

Ms. Lamarche has replaced Mr. Lecointe as the Committee’s chairperson.

4.3.4.3. Brief Description of the Committee’s Activities

The Appointments Committee met three times in 2019.

Accounts of the following tasks were forwarded to the Company’s Board of Directors: • conducting a periodic assessment of the knowledge, competence, and experience of the members of CIFD’s Board of Directors in compliance with CMF § L.511-100, • issuing a favorable opinion on the reappointment of members of CIFD’s Board of Directors • issuing a favorable opinion on the appointment of Arzu Yilmaz as Deputy Chief Executive Officer of CIF Euromortgage. • making a recommendation to the Board of Directors on the introduction of a process for choosing deputy chief executive officers of Group entities.

4.4. Shareholding Structure

4.4.1. Changes in the Share Capital During the Year

The Company has share capital of €124,821,703, represented by 124,821,703 shares with a par value of €1.00. No changes were made to the share capital in 2019.

The shares are divided into two classes: • 124,821,702 A shares, which are common shares, and • one B share, which is a nonvoting preferred share issued in application of CC § L.228-11 et seq.

Share Transfers Between Shareholders

The following transfers of shares between shareholders occurred in 2019:

• SACICAP de la Gironde transferred all of its shares to SACICAP Les Prévoyants, the surviving entity, when the two companies merged.

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4.4.2. Acquisitions of Material Shareholding Interests

At 31 December 2019, only SACICAP Nouvelle Aquitaine (formerly SACICAP Les Prévoyants) and SACICAP Procivis Nord directly owned a shareholding interest greater than one-twentieth of the share capital.

4.4.3. Analysis of Shareholding Interests

The list of shareholders and their ownership interests at 31 December 2019 is shown below.

Shareholding Interests at 31 December 2019 Share capital at Share capital at Ownership 31 December 2019 31 December 2018 Shareholder interest Capital Capital in 2019 Number of (par value: Number of (par value: shares €1) shares €1) SACICAP de l'Ain 1.12% 1,402,891 1,402,891 1,402,891 1,402,891 SACICAP Aisne Somme Oise 2.43% 3,035,375 3,035,375 3,035,375 3,035,375 SACICAP Vivarais 0.53% 664,682 664,682 664,682 664,682 SACICAP Sud Massif Central 2.34% 2,916,353 2,916,353 2,916,353 2,916,353 SACICAP de Provence 1.54% 1,927,628 1,927,628 1,927,628 1,927,628 SACICAP Midi-Méditerranée 0.96% 1,193,119 1,193,119 1,193,119 1,193,119 SACICAP du Calvados 1.47% 1,840,052 1,840,052 1,840,052 1,840,052 PROVICIS Berry SACICAP 0.95% 1,180,590 1,180,590 1,180,590 1,180,590 SACICAP Bourgogne Nord 1.80% 2,248,849 2,248,849 2,248,849 2,248,849 Coopérative Immobilière de Bretagne 4.67% 5,829,631 5,829,631 5,829,631 5,829,631 SACICAP de Franche Comté 3.31% 4,127,023 4,127,023 4,127,023 4,127,023 PROVICIS Vallée du Rhône 1.78% 2,221,106 2,221,106 2,221,106 2,221,106 SACICAP Eure et Dieppe 1.45% 1,813,388 1,813,388 1,813,388 1,813,388 SACICAP Eure et Loir 0.66% 821,288 821,288 821,288 821,288 SACICAP du Finistère 3.22% 4,013,050 4,013,050 4,013,050 4,013,050 SACICAP Toulouse Pyrénées 1.53% 1,909,481 1,909,481 1,909,481 1,909,481 SACICAP de la Gironde 0.00% – 0 2,539,198 2,539,198 SACICAP Nouvelle Aquitaine (formerly SACICAP Les Prévoyants) 8.27% 10,322,212 10,322,212 7,783,014 7,783,014 FDI - SACICAP 3.55% 4,430,739 4,430,739 4,430,739 4,430,739 PROVICIS Alpes-Dauphine 2.89% 3,603,496 3,603,496 3,603,496 3,603,496 PROVICIS Rive de Loire 1.56% 1,943,394 1,943,394 1,943,394 1,943,394 PROCIVIIS Forez-Velay 1.63% 2,030,667 2,030,667 2,030,667 2,030,667 La Construction Immobilière Familiale de 0.47% 591,134 591,134 591,134 591,134 Nantes SACICAP de St-Nazaire et des Pays de la Loire 0.61% 765,456 765,456 765,456 765,456 SACICAP de l'Anjou 1.02% 1,279,135 1,279,135 1,279,135 1,279,135 SACICAP de la Manche 1.81% 2,260,079 2,260,079 2,260,079 2,260,079

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Immobilière Plurihabitat 0.87% 1,089,738 1,089,738 1,089,738 1,089,738 Sud Champagne 1.05% 1,311,030 1,311,030 1,311,030 1,311,030 PROVICIS Mayenne 0.23% 286,284 286,284 286,284 286,284 SACICAP de Lorraine 1.85% 2,310,926 2,310,926 2,310,926 2,310,926 SACICAP du Morbihan 4.24% 5,297,369 5,297,369 5,297,369 5,297,369 Société Anonyme Coopérative Immobilière 1.64% 2,047,845 2,047,845 2,047,845 2,047,845 de l'Est PROVICIS Nord 7.84% 9,783,912 9,783,912 9,783,912 9,783,912 Coopérative Immobilière de l'Orne 1.02% 1,268,864 1,268,864 1,268,864 1,268,864 SACICAP du Puy de Dôme 0.51% 631,610 631,610 631,610 631,610 PROVICIS Aquitaine-Sud 1.57% 1,962,345 1,962,345 1,962,345 1,962,345 PROVICIS Alsace 1.77% 2,214,365 2,214,365 2,214,365 2,214,365 PROVICIS Rhône 1.92% 2,398,508 2,398,508 2,398,508 2,398,508 SACICAP Bourgogne Sud Allier 2.65% 3,308,824 3,308,824 3,308,824 3,308,824 PROVICIS Savoie 0.58% 719,656 719,656 719,656 719,656 SACICAP de Haute Savoie 0.72% 896,906 896,906 896,906 896,906 SNCF-Habitat 2.08% 2,600,459 2,600,459 2,600,459 2,600,459 Société Centrale de Coopérative Immobilière 3.92% 4,895,419 4,895,419 4,895,419 4,895,419 Arcade Coopérative Immobilière Régionale de Haute 1.21% 1,512,066 1,512,066 1,512,066 1,512,066 Normandie-Rouen SACICAP Le Have-Normandie 0.46% 573,211 573,211 573,211 573,211 Midi-Habitat 2.81% 3,512,110 3,512,110 3,512,110 3,512,110 SACICAP du Var 0.97% 1,215,852 1,215,852 1,215,852 1,215,852 SACICAP Vaucluse 0.61% 761,625 761,625 761,625 761,625 PROVICIS Anjou Vendée 2.23% 2,781,137 2,781,137 2,781,137 2,781,137 PROVICIS Poitou-Charentes 3.88% 4,843,062 4,843,062 4,843,062 4,843,062 LOGICAP 0.45% 562,196 562,196 562,196 562,196 SACICAP Aipal 1.00% 1,249,133 1,249,133 1,249,133 1,249,133 PROVICIS Immobilier 0.06% 80,198 80,198 80,198 80,198 CNP Assurances 0.26% 329,378 329,378 329,378 329,378 CRAMA Méditerranée 0.01% 6,706 6,706 6,706 6,706 B. Schmit 0.00% 80 80 80 80 G. Moreau 0.00% 54 54 54 54 J.M. Bibes 0.00% 1 1 1 1 S. Bonnois 0.00% 1 1 1 1 Y. Borde 0.00% 1 1 1 1 M. Bouvard 0.00% 1 1 1 1 G. Debaque 0.00% 3 3 3 3 P. Festivi 0.00% 1 1 1 1 D. Guerin 0.00% 1 1 1 1 D. Lambecq 0.00% 1 1 1 1 J. Lecointe 0.00% 1 1 1 1 P.J. Le Roux 0.00% 1 1 1 1

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H. Magne 0.00% 1 1 1 1 C. Barrot 0.00% 1 1 1 1 M. Rigal Roy 0.00% 1 1 1 1 C. Sadoun 0.00% 1 1 1 1 Republic of France 0.00% 1 1 1 1 Total Capital Stock 100.00% 124,821,703 124,821,703 124,821,703 124,821,703

4.5. CIFD’S Investments in Affiliated Companies

4.5.1. Acquisitions of Material Shareholding Interests by the Company (CC § L.233-6)

Pursuant to CC § L.233-6, the shareholders are hereby informed that the Company did not acquire any significant new shareholding interests in other companies during the year.

4.5.2. Companies Controlled Directly or Indirectly

At 31 December 2019 CIFD directly controlled the following companies: • Caisse Centrale du Crédit Immobilier de France – 3CIF (SA), • CIF Euromortage (SA), • SCI Alexandre Ribot (SCI), • Société Méridionale de Gestion Immobilière (SAS).

The total asset and liability transfer of the companies Foncière Patrimoine Immobilier, SNC Centre Est, and SNC FIRCI Immobilier to their sole shareholder, CIFD, took place in the first quarter of 2019.

CIFD did not control any companies indirectly.

Pursuant to CC § L.233-15, the list of the Company’s subsidiaries and affiliated companies is appended to the balance sheet.

4.6. Other Information

4.6.1. Remuneration and Benefits Granted to Persons Designated Under CMF § L.511-71 (CMF § L.511-73)

In application of CMF § L.511-73, the annual shareholders’ meeting is consulted on the total amount of remunerations of all natures paid during the year to persons referred to in CMF § L.511-71: risk-takers, auditors, and any other employees whose total emoluments place them in the same remuneration category if their activity has a meaningful impact on the profile of the Company or Group.

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The total amount of remunerations of all natures that the Company paid to those persons in 2019 was €1,942,962.

4.6.2. Specific Information on Non-Regulated Agreements Governed by CC § L.225-37-4 ¶2

Pursuant to CC § L.225-37-4 ¶2, agreements that were entered into, either directly or indirectly, by a corporate officer or one of the shareholders representing more than 10% of the voting rights of a company, and another company in which that same person directly or indirectly holds more than half of the share capital, with the exception of agreements concerning current arm’s-length transactions, must be stated in the Report of the Board of Directors.

To the Company’s knowledge, there were no agreements governed by CC § L.225-37-4 ¶2 in 2019.

4.6.3. Termination of Cautialis’s Status as Affilated Company

On 15 November 2019 Cautialis ceased to be an affiliated company of Crédit Immobilier de France Développement in keeping with the latter’s extinctive management.

CIFD transferred all of the shares it held in Cautialis and relinquished its seat on that company’s board of directors.

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5. RISK MANAGEMENT AND MONITORING

5.1. Credit Risk Management and Monitoring Organization

The Group Risk, Permanent Control, and Compliance Division reports directly to the Company’s General Management, thus ensuring its independence. It calculates, monitors, and manages credit, financial, and operational risks in accordance with the Order (arrêté) of 3 November 2014 concerning internal control in the banking, payment services, and investment services sector operating under the supervision of the ACPR. It also organizes and manages the Group’s risk, permanent control, and compliance organization.

The major program for consolidating the risk management function continued in 2019, including the formalization of a document on risk appetite validated by the Board of Directors as part of the update of its ICAAP report.

During the year the Group also automated a major part of its data handling capacity (including checklists, backtesting, and verifications) in order to free up time for conducting analyses and focusing on higher value-added tasks, as well as to limit the operational risks related to its data handling capacity. The automation project covered the Credit Risk, Financial Risk, and Permanent Control and Operational Risk divisions.

Changes were made to the governance of the Group Risk, Permanent Control, and Compliance Division, which is now assured by the Executive Committee for Risks and Internal Control and by various specialized committees (including the Balance Sheet Management Committee and the Risk Committee).

With respect to the Board of Directors, the Risk Committee has been given the following missions in accordance with the Order (arrêté) of 3 November 2014: • advising the Board of Directors on its review of risk policies in place, to ensure compliance with requirements and targets; • helping the Board verify the effectiveness of arrangements and procedures set up to measure and monitor exposures; • examining the commensurability of incentives created by CIFD’s risk management policy and remuneration practices with its risk exposure; • providing the Board with essential information gained from analyzing and monitoring the risks related to its activity.

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5.2. Risk Management

5.2.1. Managing Customer Credit Risk

In 2019, in addition to formalizing a document on risk appetite, as referred to above, the Group Risk, Permanent Control, and Compliance Division continued to assess the portfolio’s credit risk exposure by: • examining potential risks more extensively: forecasting receivables and the impact on allowances in greater detail by drawing distinctions between conventional doubtful loans and those that are involved in overindebtedness procedures or in default. • introducing tools developed at the Group level in 2018 for the purpose of optimizing different facets of the collection procedure and for updating valuations of collateral. • developing more sensitive risk and collection management indicators based on different segmentations or approaches. • conducting the first complete back test of the impairment assessment system, showing that end losses are adequately covered by writedowns recorded at the time the loans in question were classified as impaired.

5.2.2. Operational Risks

According to the way in which operational risks are defined and categorized, CIFD’s activity exposes it to risk of loss resulting from deficiencies or failures ascribable to procedures, staff, internal systems, or external events.

CIFD’s system for identifying, monitoring, and minimizing the impact of operational risks revolves around a number of tasks: • collecting information on operational risk incidents; • allowing the functions to identify operational risks via mapping; • identifying and implementing the permanent control plan connected to the operational risk map; • setting thresholds for warnings and an escalation procedure.

In 2019, work was undertaken on revising operational risk mapping according to administrative sector, and loan collection and management procedures were updated.

A summary of major operational risks, as well as the principal incidents detected, was regularly presented to the Executive Committee for Risks and Internal Control, which met on four occasions in 2019. In accordance with sections 98, 245, and 247 of the Order (arrêté) of 3 November 2014, warning thresholds in force at that time for material operational risk incidents were maintained.

An information systems security policy was created in 2017, in the form of a general framework and details on objectives and indicators to be used.

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For protection against risks of information system malfunctions, CIF took steps to strengthen its incident management policy, increase vulnerability testing and auditing, conduct emergency contingency plan and continuity of business strategy tests, strengthen second-tier controls, and institute crisis management exercises.

In 2017 the Group implemented a new business continuity policy. In 2019 it conducted emergency contingency plan and continuity of business strategy tests at the Toulouse and Lyon-Grenoble sites.

5.2.3. Noncompliance Risk

In accordance with Section 10 of the Order (arrêté) of 3 November 2014, CIFD defines noncompliance risk as the risk of legal, administrative, or disciplinary sanctions; material financial loss; or reputation impairment arising from the failure to comply with directly applicable French or EU laws and regulations governing banking and financial activities, professional and ethical standards, or instructions by corporate officers issued in application of orientations from the Board of Directors.

A chapter devoted to managing noncompliance risk has been added to Book II (risk policy) of CIFD’s By-Laws. It was validated by the Risk Committee in April 2017 and approved by the Board of Directors at its meeting on 28 June 2017.

In conjunction with risk mapping revisions, the identification of noncompliance risks involving operations conducted by CIFD’s main administrative sectors was completed in 2019. The first- and second-tier permanent control organization was strengthened to achieve a greater degree of control over these risks.

The December 2016 instruction specifying the Group’s organization for the prevention of money laundering and financing for terrorism was expanded in 2019, and the instruction on the transaction monitoring organization was updated. Both instructions have been distributed to all staff members.

An e-learning system created to increase staff awareness covers topics including the prevention of money laundering and financing for terrorism, complaint management, and whistleblowing.

5.2.4. Financial Counterparty Risk

Most of CIFD’s risk exposure related to financial counterparties is borne essentially by 3CIF and CIF Euromortgage. The Risk Policy Executive Committee, whose meetings are attended by representatives of General Management, the Financial Division, and the Risk, Permanent Control, and Compliance Division, sets individual limits per counterparty for each of these two entities.

3CIF and CIF Euromortgage incur most of their risks in two forms: forward transactions (swaps, caps, FRAs) that they use to manage the Group’s interest-rate risk, and holdings of securities issued by non-Group entities, that 3CIF purchases to manage the Group’s liquidity. Additionally,

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3CIF and CIF Euromortgage make very short-term investments of the Group’s cash surpluses in the interbank market or deposits them with the Bank of France.

When dealing with non-Group entities, 3CIF and CIF Euromortgage only enter into forward transactions with counterparties under ISDA- and FBF-type framework agreements that include collateralization clauses. As of 21 December 2016, all standard forward transactions are cleared through a clearing house (LCH Clearnet), in accordance with European Market Infrastructure Regulation (EMIR) regulations. Only hedging operations involving non-standard structured transactions, particularly those related to securitizations, are transacted by private agreement.

Swaps related to securitizations executed since March 2019 (front swaps) are negotiated between the securitization vehicle (FCT) and non-Group counterparties. In this case, the swaps exist between FCT Harmony and BNP Paribas and Crédit Agricole Corporate and Investment Bank, each of the latter accounting for one-half of the nominal of the total swap amount.

These swaps are hedged by margin call agreements, but payments are made solely in the event of a swap counterparty ratings downgrade.

In practice, no collateral changes hands because the two banks meet minimum ratings criteria. Moreover, regulations exempt FCTs from posting collateral on securitizations.

Back swaps involving the same counterparties (BNP Paribas and Crédit Agricole Corporate and Investment Bank) and 3CIF are presented in 3CIF’s Report of the Board of Directors and collateral requirements are based on financial parameters stipulated in the margin call agreements.

5.2.4.1. Portfolio of Securities Issued by Non-Group Entities

3CIF created this portfolio in line with its liquidity management for the Group. It consists mostly of securities eligible for European Central Bank (ECB) repo funding, including government securities and those of government agencies and supranational issuers, as well as covered bonds.

5.2.5. Financial Risk

The Group Finance Division is responsible for managing funding and interest-rate risk. The ALM department operates within that division. At the Group level, the Balance Sheet Management Committee makes operational decisions concerning financial risk management.

Since June 2015 the Group has been managing its financial risks on a consolidated basis, with the consent of the ACPR.

Consequently, 3CIF and other Group companies are no longer subject to individual limits, with the exception of CIF Euromortgage, which continues to ensure its own financial risk management and must remain within its own very narrow interest-rate limits. It hedges its exposure by means of swaps with 3CIF. .

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5.2.5.1. Interest-Rate Risk

This is the risk generated by the impact of interest-rate fluctuations on fixed-rate lending and borrowing positions both on and off the balance sheet.

5.2.5.1.1. Brief Description of the General Framework for Interest-Rate Risk Management

The Group Balance Sheet Management Committee organizes and determines the methods used for managing interest-rate risk based on recommendations from the Financial Division (ALM Department). Accordingly, interest-rate risk exposure is measured in the event of adverse movements in market parameters.

5.2.5.1.2. System for Measuring and Monitoring Interest-Rate Risk

As interest-rate risk is now managed at the consolidated level, the indicators mentioned below refer to the Group as a whole.

Since the end of 2007, all Group subsidiaries have been using a single management tool, Fermat. This tool gives them access to a shared database for analyzing risks, both at the level of individual companies and at the consolidated of the CIFD Group in the areas of ALM conventions, methods, and product management.

The Group’s interest-rate risk management policy is included in Book II (risk policy) of the Group’s By-Laws.

The Group has defined indicators for measuring and monitoring its interest-rate risk. Every quarter, 3CIF analyzes the risk it would incur on its fixed-rate and option positions in the event of six scenarios (±1- and ±2-point parallel shifts in the yield curve, and steepening/flattening of the yield curve) and measures the sensitivity of income over a moving 12-month period. In addition, every time the interest rate of a significantly large loan, borrowing, or swap is revised, the fixing risk is hedged by converting the fixed rate to a floating overnight indexed swap (OIS) rate within the limits set by the Balance Sheet Management Committee. The sensitivity of the NPV of the balance sheet is also assessed.

5.2.5.1.3. System of Interest-Rate Risk Limits and Warnings

Interest-rate risk position is determined using Group methods that assess the sensitivity of income and the net present value of the balance sheet. Limits are defined for the consolidated Group and for CIF Euromortgage. Applicable limits are as follows: • The sensitivity of income to a 1-point parallel shift in the yield curve must not exceed €25 million. • The aggregate sensitivity of the NPV of the balance sheet must not exceed €82 million for the combined fixed-rate, floating-rate, and option exposure, and the sensitivity of the NPV of the balance sheet is monitored as a function of the following warnings:

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o €66 million for the sensitivity of the fixed- and floating-rate position to each scenario of change in shape of the yield curve

o €66 million for the sensitivity of the option position to each scenario of change in shape of the yield curve

The Group’s interest-rate risk exposure remained within authorized limits throughout 2019.

5.2.5.1.4. Liquidity Mismatch and Funding Risk

Liquidity mismatch risk is the risk that the Group will be unable to honor its commitments or unwind or offset a position due to a market configuration or idiosyncratic factors, within a determined timeframe and at a reasonable cost.

System of Limits Governing Liquidity Mismatch Risk and Funding

The CIF Group manages its liquidity on a consolidated basis, although Group entities are individually subject to liquidity requirements.

At least once a year, on the basis of the quarterly maturity schedule, the Balance Sheet Management Committee establishes a multi-year funding program, specifying issues and maturities. In particular, it factors in future needs (extending beyond 12 months) when calibrating the term of borrowings planned in the program. The program is submitted to CIFD’s Board of Directors for approval. The program, its execution, and any possible changes to it are examined at every meeting of the Balance Sheet Management Committee. Any major changes to the program are submitted to CIFD’s Board of Directors for approval.

The program is established in such a way as to ensure compliance with financial independence guidelines.

5.3. Permanent Control

In 2019, alongside work on updating risk maps for each administrative sector, the first- and second-tier permanent control system was also adapted to deal with identified risks. CIFD’s permanent control system ensures that identified risks, as a function of their nature and/or criticality, are covered by first-tier controls (under the responsibility of the Group Risk, Permanent Control, and Compliance Division) and second-tier controls, or only by a first- or second-tier control.

CIFD’s permanent control organization is specified in Book II of the By-Laws (risk policy), which the Board of Directors validated in January 2017.

Additionally, a framework instruction containing the operating principles governing the permanent control organization (the organization’s components, the staff members involved and their responsibilities, and governance) was validated by the Internal Control, Operational Risk, and Business Continuity Executive Committee in October 2017 and disseminated to all staff

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members. In 2018 the Internal Control, Operational Risk, and Business Continuity Executive Committee regularly monitored the permanent control organization.

5.4. Periodic Control

Periodic control at CIFD has been placed under the responsibility of the General Inspection and Internal Audit Division. In accordance with the decision of the Board of Directors and with Sections 22 and 23 of the Order (arrêté) of 3 November 2014, the head of periodic control reports directly to the Company’s General Management.

Governance of the periodic control function is provided by an Audit Committee consisting of five members of the Board of Directors.

The purview of the General Inspection and Internal Audit Division covers all companies in which CIFD holds a material direct or indirect shareholding interest, all those to which CIFD has outsourced an essential service, and all those for which CIFD is the central entity.

This division’s inspector/auditors examine the above companies for risk management, the security of their operational processes, and the reliability of their financial information.

The General Inspection and Internal Audit Division stresses the development of competencies and the cohesion of the team of inspector/auditors. Accordingly, it organizes regular exchanges of information thanks, in particular, to seminars that are held for all inspector/auditors. In 2019 it also organized training sessions on audit techniques and methods led by outside firms.

In 2019 the General Inspection and Internal Audit Division reformulated its own body of standards. It presented its proposed internal auditing charter, aimed at replacing currently applicable periodic control documentation (Book III and its internal auditing charter in appendix), to different deliberative bodies.

The new Internal Auditing Charter is divided into three sections: audit execution, audit missions, and the Group Audit Committee. CIFD’s Executive Committee reviewed the proposal and validated it on 7 October 2019. The Executive Committee for Risks and Internal Control validated the proposal on 4 December 2019. The chairperson of the Audit Committee was consulted on the project early in October 2019 and validated it at the Audit Committee meeting on 11 December 2019.

The Audit Committee met four times in 2019 to review the individual company and consolidated annual and interim financial statements of CIFD, CIF Euromortgage, and 3CIF before they were presented to the Board of Directors. The Audit Committee also formulated a preliminary opinion on the reappointment of the independent auditors of a Group entity. Similarly, in application of the rules concerning the rotation of associates with signature authority over audits of the financial statements, it ruled on a change of signatory of the independent auditors of some Group companies. At each of its meetings it also examined the results of the periodic control missions and devoted particular attention to the follow-up of the recommendations contained therein.

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Nine audit missions were conducted in 2019, of which two were unplanned.

Audits focused on various fields and types of risk: liquidity, interest-rate risk management, monitoring of outsourced services, human resources, and credit risk. Some of these missions concerned both CIFD’s central divisions and regional sites. Missions were also carried out at CIFD suppliers providing essential outsourced services.

The process of following up recommendations was maintained and strengthened through regular meetings between the General Inspection and Internal Audit Division and the functions in charge of implementing the recommendations, thus ensuring close supervision.

The General Management and the Audit Committee were regularly informed of recommendations pending thanks to detailed quarterly statements.

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6. SOCIAL INFORMATION (CONSOLIDATED)

Social information concerning CIFD is treated on a consolidated basis, covering the operations of CIFD and its subsidiary 3CIF. Consequently, the information concerning CIFD in the section below is aggregated and pertains to 2019.

For reasons of their specificities (no employees, services provided by CIFD and/or 3CIF), CIFD’s other subsidiaries (CIF Euromortgage and the real estate subsidiaries) are not represented in the information provided herein.

6.1. Employment

6.1.1. Information Concerning Employment

Consolidated employment at CIFD was 453 persons at 31 December 2019, including 317 with unlimited-term employment contracts, 66 on vocational retraining leave, one pre-retiree, 43 with limited-term employment contracts, 11 with work-experience training contracts, and 15 whose employment contracts were suspended.

Analysis of CIFD’s Consolidated Staff According to Socio-Professional Category

400

300

200 362 338 255 100 198

0 Executives Non-Executives

2019 2018

6.1.2. Analysis of Staff Members According to Age and Socio-Professional Category

Consolidated Employment Figures for CIFD in 2019

60 and Socio-professional category Under 30 30 to 39 40 to 49 50 to 59 Total over

Executives 5 57 80 94 19 255 Non-executives 39 74 46 32 7 198 TOTAL 44 131 126 126 26 453

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6.1.3. Analysis of Staff Members According to Location and Geographic Area

The location of CIFD’s staff members is shown below, including employees on vocational retraining leave who have been counted at sites that have closed:

Consolidated Employment Figures for CIFD According to Geographic Area

Site Headcount in 2019 Headcount in 2018

Balma* 2 Bordeaux + Bordeaux Lac* 1 12 Dijon* 3 25 Grenoble* 17 37 Ifs* 2 13 La Chaussée Saint Victor Lille 38 52 Limoges* 1 Lyon 74 70 Marseille* 35 58 Montpellier* 1 13 Nancy* 12 Nantes* 1 7 Paris Madrid + Général Foy* 250 329 Paris Chaussée d'Antin* 16 Poitiers* 2 Quimper* 3 Rennes* 3 Saint Brieuc* 5 Toulouse 31 38 Vannes* 2 Total 453 700 *sites that have been closed

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6.1.4. Analysis of Staff Members According to Sex

Analysis of CIFD’s Consolidated Staff According to Sex 500 400 300 200 428 272 276 100 177 0 Male Female

2019 2018

6.1.5. Recourse to Temporary Employees

On average, CIFD had 3.16 temporary employees per month in 2019.

6.1.6. Staff Rotation

Staff Rotation at CIFD (Consolidated) 400 350 300 250 200 359 150 279 100 206 166 123 50 24 13 87 0 Persons hired under Persons hired under Departures Including layoffs unlimited-term limited-term employment employment contracts contracts

2019 2018

6.2. Remuneration and Fringe Benefits

6.2.1. Remuneration Policy

Under Group-wide arrangements, CIFD’s Remunerations Committee reviews the Company’s remuneration policy on an annual basis. It makes recommendations to CIFD’s Board of Directors concerning the conditions of all remunerations of company representatives, and every year it reviews the remuneration of “sensitive” staff members referred to in CMF § L.511-71: risk-takers, auditors, and any other employees whose total emoluments place them in the same

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remuneration category if their activity has a meaningful impact on the profile of the company or group. It monitors the remuneration of the heads of risk management and compliance.

CIFD defines its remuneration policy in accordance with three sets of regulations established: • banking industry standards and agreements • the European Union’s Capital Requirements Directive CRD IV and the ACPR’s directions on compliance with EBA guidelines on sound remuneration policies (EBA/GL/2015/22) • the Group’s commitments to the Republic of France under the orderly resolution plan.

Remunerations policy determines the minimum fixed remuneration for each job class in reference to the collective agreement that applies to the Company.

Total remuneration comprises salaries (the fixed portion and, if applicable, the contractual variable portion), bonuses, payment in kind, deferred remuneration (supplementary retirement benefits, especially the sharesave plan), and any other components of remuneration for company representatives.

Remunerations include variable bonuses determined according to the extent to which specific targets are met. Performance measurements are differentiated according to job description, and bonuses may be awarded as a function of individual or team performance. Generally speaking, variable bonuses are correlated to an assessment (written whenever possible) at the time of each employee’s annual performance interview with respect to clearly established targets that employees know how to reach.

Under the system set up by the Group, every year CIFD’s Remunerations Committee reviews the principles of remuneration policy, its compliance with the three sets of regulations enumerated above, and its coherence with respect to industry standards.

Collective agreement on harmonizing the payment to all employees of the CIF Economic and Social Grouping of fixed gross annual salaries in 12 monthly instalments, signed on 31 August 2018 (CT § L.2254-2).

As a continuation of efforts to simplify CIF’s legal organization, centralize its governance, and harmonize collective statuses ensuring the correct execution of Crédit Immobilier de France’s orderly resolution, CIFD’s Management and all employee labor representatives negotiated a collective agreement on harmonizing the payment to all employees of the Economic and Social Grouping of fixed gross annual salaries in 12 monthly instalments, pursuant to (CT § L.2254-2), which authorizes “collective performance” agreements. This agreement was signed on 31 August 2018 with the aim of harmonizing the systems for paying fixed gross annual salaries to all employees of the Economic and Social Grouping.

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6.2.2. Average Annual Remuneration—Analysis According to Sex and Socio-Professional Category

The table below concerns staff members on the payroll for two consecutive years with unlimited- term employment contracts. Staff members who changed category are compared in the category to which they belonged in the second year. Remuneration corresponds to base pay excluding seniority bonuses and variable bonuses.

Average Remuneration, CIFD, consolidated Socio-professional 2019 (€) 2018 (€) category Male Female Total Male Female Total Executives 67,243.17 51,909.30 60,032.11 64,565.15 52,475.90 59,203.83 Non-executives 26,394.90 26,939.14 26,821.95 26,161.98 26,927.78 26,762.92 Average 59,754.32 39,424.21 47,719.50 57,077.74 39,048.28 46,713.21

6.2.3. Gross Payroll

In 2019 CIFD’s gross payroll (consolidated) amounted to €44,678,343.

6.2.4. Payroll Taxes

In 2019 CIFD’s payroll taxes (consolidated) totaled €26,467,915.

6.2.5. Profit Sharing

On 16 May 2017 a memorandum of agreement concerning profit sharing within the CIF Economic and Social Grouping, valid for three years, was signed. It has replaced the series of agreements and amendments previously in place, in order to update the criteria and targets used to determine profit sharing for the years 2017, 2018, and 2019. This memorandum of agreement applies to all beneficiaries of entities that are part of the CIF Economic and Social Grouping, represented by Caisse Centrale du Crédit Immobilier de France. Two amendments to this agreement were signed on 14 June 2018 and 20 June 2019.

Profit sharing is calculated according to three families of performance criteria, each of which is composed of several indicators. Each indicator is weighted with respect to the total funds available for profit sharing. The weighting may vary from one year to another over the three-year period.

Profit-sharing payments may be made directly to beneficiaries and/or invested in their entity’s employee stock ownership plan.

On a consolidated basis, CIFD paid out a total profit-sharing benefit of €2,177,016 in 2019 on the basis of indicators for 2018.

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6.2.6. Employee Stock Ownership Plan

Staff members have the benefit of an employee stock ownership plan (PEE), which receives voluntary contributions by participating employees, including all or part of the profit-sharing benefits they receive and all or part of their time-related benefits. The employer makes additional contributions alongside voluntary contributions made by participating employees. Employees are not required to make periodic contributions. The total amount of contributions they make per year may not exceed one-fourth of their gross annual remuneration.

The employer’s contribution covers: • the subscription commission on amounts paid out, the rates of which are defined in the “Inter-PEE” contract for the company mutual funds that comprise the portfolio (Cap ISR Monétaire, Cap ISR Mixte Solidaire, Avenir Actions Monde, Impact ISR Performance, and Impact ISR Rendement Solidaire), • account management fees, • the employer’s additional contributions alongside the voluntary contributions made by participating employees.

The employer’s additional contribution is subject by law to social contributions (CSG, CRDS, and forfait social).

6.3. Labor-Management Relations

6.3.1. Renewal of Contractual Recognition of the CIF Economic and Social Grouping

Contractual recognition of the CIF Economic and Social Grouping that took effect on 6 March 2013 was renewed on 20 June 2019 in the form of a collective agreement concerning the single- establishment Economic and Social Grouping of Crédit Immobilier de France and its Social and Economic Committee that was signed by Management and all labor unions represented at the CIF Economic and Social Grouping.

Under the terms of this agreement, the parties expressed the wish to renew their recognition of the CIF Economic and Social Grouping, acknowledge the lack of management autonomy of the entities comprising the Grouping, and confirm the unified establishment as the scope of jurisdiction of the single, unified Economic and Social Grouping.

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6.3.2. Establishment of the Economic and Social Committee of the CIF Economic and Social Grouping

Pursuant to Order (ordonnance) 2017-1386 dated 22 September 2017 concerning the new organization for social and economic dialog within companies, creating the obligation to establish a Social and Economic Committee in all companies as of 1 January 2020 in the place of previously existing bodies of elected staff representatives, the CIF Economic and Social Grouping convened elections on the basis of two agreements: • the collective agreement pertaining to the CIF Social and Economic Committee signed on 18 July 2019, • the pre-electoral framework agreement pertaining to the election of staff delegates to the CIF Social and Economic Committee signed on 12 September 2019.

The first round of elections was held from 21 to 26 November 2019. The quorum was reached and all positions were filled on the first round.

The CIF Social and Economic Committee, which represents all the employees of the CIF Economic and Social Grouping, including the employees of 3CIF, comprises 13 statutory members and the same number of alternates divided into two groups: those representing non-executive employees (five delegates) and those representing executives (eight delegates).

In 2019 the institutions representing the staff members of the CIF Economic and Social Grouping consisted of a Staff Committee until the date at which the Social and Economic Committee was established, staff delegates for each CIFD unit, and staff delegates who served on the Hygiene, Security, and Working Conditions Committee.

6.3.3. Collective Agreement on Company Management and the Supervision of Reorganizations (Staff/Management Agreement)

On 20 December 2013 all of the labor unions represented signed a collective agreement on company management and the supervision of reorganizations that applies to all companies comprising the CIF Economic and Social Grouping (agreement reviewed in 2015 and 2016).

This agreement defines suitable responses to issues arising from application of the orderly resolution plan: • maintaining Group employees in their positions, • helping employees transition to new projects outside the Group, • ensuring the continued availability of expertise required for the daily management of the Group’s activities.

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This company/management agreement is intended to reconcile several principles: • ensuring the company’s continued operation • ensuring equal treatment • providing compensation for the loss sustained, particularly the loss of employment • seeking outplacement solutions • providing information and support to employees.

It also aims to help employees who have been retained to ensure the extinctive management of CIF, as well as those whose positions are being eliminated due to staff reductions mandated by the orderly resolution plan.

These points were negotiated to allow the Group to execute the orderly resolution plan in a climate of satisfactory staff/management relations, while complying with the objectives of the Plan of 23 October 2013.

6.3.4. Policies in Favor of People with Disabilities

CIFD satisfies its obligations toward disabled employees by employing handicapped persons, sourcing supplies from disability services centers and by making a financial contribution to the Fund Management Organization for the Professional Integration of People with Disabilities. Employees benefit from the terms of Amendments 2 and 3 to the 20 December 2013 Staff/Management Agreement, which provides for assistance in creating work stations for handicapped employees.

Among the measures it has implemented, CIFD helps staff members filing for handicapped status by reimbursing the full amount of their application fees. CIFD has lengthened the maximum duration of vocational retraining leave from 12 to 15 months, added a gross lump-sum contribution of €10,000 to severance benefits, and improved its efforts to promote the outside retraining of disabled employees by reimbursing payroll taxes (subject to conditions) and providing a one-time grant of up to €3,500 (including VAT) to cover additional training, specialized tutoring, or the purchase of suitable equipment. CIFD’s handicapped employees may accept a work experience internship at an outside company with pay, now for up to 15 days.

6.3.5. Agreement on Telecommuting

On 17 February 2015 the labor unions reached an agreement with the CIF Economic and Social Grouping on telecommuting from home and multi-site telecommuting. This agreement allows all staff members, whose functions are technically compatible, to perform their work from a remote location. It distinguishes between two forms of telecommuting: from home and in a multi-site configuration.

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6.3.6. Agreement on the Organization of Work Time

This harmonization agreement, which took effect on 1 January 2017, governs the organization and reduction in work time for all entities comprising the Economic and Social Group in a number of ways depending on employee and job categories.

On 1 August 2019 this agreement was repudiated by the labor union that had signed it. Negotiations aimed at reaching a substitute agreement are in progress. If no agreement can be reached, laws governing work time organization shall apply no later than 1 November 2020.

6.3.7. Information and Consultation on the Fifth Job-Saving Plan (PSE 5)

The procedure of informing and consulting staff representatives on the fifth job-saving plan began on 6 June 2019 and ended on 5 September 2019. The Regional Directorate for Companies, Competition, Consumption, Work, and Employment (DIRECCTE) for the Ile de France region approved the unilateral document concerning this procedure on 25 October 2019.

In terms of the impact on employment, this plan entails the elimination of a maximum of 116 positions (including 15 vacant positions) out of a total of 362, between January and April 2020, along with the creation of 14 positions.

6.3.8. Information and Consultation on the Three Mandatory Annual Consultation Issues

In application of Article 6 of the 20 December 2013 Staff/Management Agreement concerning the information and consultation of employee representatives on CIF’s strategy and its impact on employment, the following procedures were carried out simultaneously: • consulting employee representatives on strategic orientations for the period 2020-22 • consulting employee representatives on labor policy and work and employment conditions.

These procedures began on 6 June 2019. At a meeting on 31 July 2019 the Central Staff Committee of the CIF Economic and Social Grouping was asked to issue an opinion on the strategic orientations for the period 2020-22, as well as on labor policy and work and employment conditions.

The procedure for consulting employee representatives on the Company’s economic and financial situation, which also concerns its use of the competitiveness and employment tax credit (CICE), began on 24 April 2019 and ended on 25 June 2019, when the staff committee of the CIF Economic and Social Grouping issued its opinion.

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6.3.9. Other Information and Consultation Procedures of the Staff Committee of the Economic and Social Grouping

Over the course of 2019 the Central Staff Committee was consulted on various topics, including: • monitoring of the implementation of the third and fourth job-saving plans (PSE 3 and PSE 4) pursuant to CT § L.1233-63, Section 3.5 of the unilateral document concerning the Job- Saving Plan of the CIF Economic and Social Grouping approved on 21 June 2017 and Section 3.5 of the unilateral document concerning the Job-Saving Plan of the CIF Economic and Social Grouping approved on 3 October 2018; • plans for vacating the offices of CIFD Lyon Grenoble located at 93-95 Rue Vendôme, 69006 Lyon; • plans for vacating the offices of CIFD located at 4 Rue du Général Foy and transferring them to the offices of CIFD located at 26-28 Rue de Madrid, 75008 Paris.

6.3.10. Further Harmonization of Collective Statuses at the Level of the Economic and Social Grouping

Efforts to harmonize collective statuses, as called for in Article 12 of the 20 December 2013 Staff/Management Agreement, continued in 2019 and concerned some residual specificities: • the methods used to calculate and apportion profit-sharing bonuses among 3CIF and CIFD staff members were harmonized in the second amendment to the memorandum of understanding on profit-sharing at the CIF Economic and Social Grouping, which was signed on 20 June 2019; • supplementary insurance covering the reimbursement of medical expenses as well as death and disability benefits (structure and contribution rate) within the CIF Economic and Social Grouping was harmonized, entailing the repudiation of the special conditions previously applicable to staff members of CIFD I-CIF (formerly GIE I-CIF) referred to in the unilateral decision, dated 21 December 2016, to establish a unified arrangement at the level of the CIF Economic and Social Grouping.

6.3.11. Compulsory Annual and Triennial Negotiations

In companies with one or more labor union branches, and where at least one labor union delegate has been designated, the employer must initiate periodic negotiations on a number of topics, including: • remunerations (in particular effective salaries), work time, and the sharing of the company’s value added, • gender equality, particularly involving measures aimed at eliminating pay gaps and ensuring quality of life in the workplace.

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The inter-union bargaining commission of the CIF Economic and Social Grouping, comprising all the labor unions represented at Crédit Immobilier de France, on the one hand, and CIFD’s general management, on the other, met on 15 occasions in 2019.

6.3.11.1. Compulsory Annual Salary Negotiations

The compulsory 2019 annual negotiation on salaries took place from 11 July to 30 July 2019. It involved four meetings (one of which was an introductory meeting with a presentation of data). At the close of this procedure, minutes of disagreement were signed on 12 November 2019 and filed with DIRECCTE Ile de France on 22 November 2019 as required by law.

6.3.11.2. Agreement on Workplace Gender Equality and the Quality of Life in the Workplace

Following a series of negotiations held between 11 July and 30 July 2019 for the purpose of reaching a collective agreement on workplace gender equality and the quality of life in the workplace within the CIF Economic and Social Grouping, minutes of disagreement were signed on 12 November 2019.

Consequently, on 4 December 2019, an action plan was prepared in favor of workplace gender equality for the period 2019-20 including measures in the following four areas at the CIF Economic and Social Grouping: effective remuneration, career advancement, the relationship between personal life and working life, and working conditions (exercising the right to disconnect).

This plan was filed with DIRECCTE Ile de France on 9 December 2019 as required by law.

6.3.11.3. Negotiations on Labor Union Membership and Staff Representatives of the CIF Economic and Social Grouping

In a letter dated 1 August 2019, the Group’s Management repudiated the 6 March 2013 agreement on the creation of a central bargaining commission for the Crédit Immobilier de France Group due to changes in the legal and corporate structure of CIFD and its entities.

As required by law, negotiations on conditions to replace the 6 March 2013 agreement were undertaken on 30 October 2019; they ended on 9 April 2020. New contractual conditions, or applicable laws in the event that no agreement can be reached, shall take effect 15 months after the repudiation date.

On 1 August 2019 the Group also repudiated the employer’s unilateral commitment to grant full- time delegations to representatives of labor unions that satisfy representativeness criteria. That commitment ceased to apply as of 26 November 2019, when the terms of new staff representatives took effect following Group elections in 2019. Failing an agreement between the labor unions and the Group’s Management concerning a possible contractual increase in the number of hours covered by the delegation, the legal number of hours shall apply.

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Lastly, the collective agreement on labor union status and the execution of duties as employee representatives at the CIF Economic and Social Grouping, signed on 17 January 2019 for a fixed period of one year, expired on 31 December 2019.

6.4. Training and Skill Enhancement

In order to keep pace with developments in the various sectors and support its transformation, the Company focused its continuing education efforts on the following topics in 2019: • developing employees’ technical and relational skills to facilitate the execution of their tasks in house and their positioning outside the Company; • training employees and informing them about regulatory developments in their sector, in order to ensure continuity in the conduct of business; • proposing specific programs to enhance the acquisition of skills and satisfy the demands of the labor market (validation of acquired experience, personal training accounts); • providing assistance to management in its function of coordinating, running, and supporting teams and projects; • dispensing continuing education to keep pace with changes in the regulatory and legal environment, when warranted by developments; • maintaining training programs dealing with the tools required to conduct the company’s business: Tribank, BO, Xloan, Excel (macros, VBA), and sector-specific IT tools; • ensuring the continuity of training in the area of personal safety and protection (workplace first-response, fire safety) and training staff representatives and members of the Hygiene, Security, and Working Conditions Committee in accordance with determined needs; • drawing comparisons between employees and standard references.

The employees’ share of continuing education costs for CIFD’s staff members amounted to 1.91% of gross payroll in 2019.

At the consolidated level, 358 employees received a total of 8,727 hours (approximately 1,247 days) of occupational training in 2019 (including personal training accounts and professionalization).

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7. THE GROUP’S STRATEGIC ORIENTATIONS

At its meeting on 26 February 2020, the Board of Directors updated the Crédit Immobilier de France Group’s strategic orientation document. The purpose of the update was to continue ensuring the secure execution of the orderly resolution and to take advantage of all means to optimize CIF’s value and its future ability to distribute earnings.

The central orientation in Crédit Immobilier de France’s business is to ensure secure and active management of CIF’s assets over the long term in keeping with two sets of conditions: (i) investing in the resources and skills needed to manage operational risk throughout the remainder of the orderly resolution process, and (ii) optimizing the Company’s operations during that period by ambitiously and meticulously applying its high-level expertise in the pursuit of clear, structured strategic orientations.

The four major themes in the strategic orientation program, which the Group began applying in 2015 and will continue to pursue in 2020, are: • organization and operational efficiency, • human resources policy, • optimized management, • risk management

Significant progress was made in 2019 on the ten high-priority projects for ensuring the operational implementation of these four themes, and new actions and orientations were added to the list.

7.1. Organization and Operational Efficiency

Ongoing adjustments will be made to the organization to satisfy three essential needs: • staff adjustments in line with decreasing outstandings, • intensification of efforts that began four years ago to optimize the pooling of skills and resources by grouping together in-house skills or outsourcing services against a backdrop of inexorably rising fixed costs, • execution of processes to high standards of efficiency and security by developing client/provider relationships between the Group’s “sovereign” and management functions.

In the years ahead, operational efficiency enhancements will be sought in the following key areas: managing service providers, strengthening tools for increasing CIF’s efficiency, and simplifying processes.

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In the years ahead, operational efficiency will be sought in the key areas of: • managing service providers, • guiding the work of the administrative sectors in order to enable CIF to boost performance through innovation while keeping its costs down, • automating and enhancing the security of processes in order to increase operational security, processing efficiency, and staff members’ employability, • harnessing new technologies for the benefit of customers and staff members, • increasing the Group’s knowledge of its customers and gauging both the performance of, and improvements in, the processes carried out by the administrative sectors.

7.2. Human Resources Policy

Human resources management, based on the common set of references on management and workplace behavior applicable throughout the Group since March 2016, covers several major themes: • continued investments in training, the degree and speed of outplacement, and increasing care with recruitments outside the Group and quality of life in the workplace in order to ensure collective efficiency and prevent psychosocial problems from arising; • continued adjustments to the headcount due to the decrease in outstandings, but at a slower pace than in previous years; • continued in-house and external communication efforts, such as the publications in 2019.

7.3. Optimized Management

The issues involved in optimizing CIF’s funding are as important as ever for: • ensuring adequate liquidity and interest-rate risk management at CIF while optimizing its profile and its use of cash; • strictly minimizing recourse to the State guarantee as required by the European Commission in 2013; • taking all steps to assign assets in order to maximize their value, as stipulated in the Orderly Resolution Plan and in keeping with CIF Euromortgage’s extinctive management; • continuing to diversify funding instruments in order to enhance CIF’s ability to adapt to what could potentially become highly volatile market conditions.

With respect to these issues, major developments occurred in the closing months of 2019, including the first public securitization and improvements made to the forecasting tools used for cash management and receivables that can be collateralized.

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Sound, active management of CIF’s balance sheet over the long term will require significant investments that have been calculated on the basis of a detailed forecast of the human and technical resources that will be needed for that task between now and 2035.

Management of real estate assets—both those that are carried on CIF’s balance sheet, and the real security pledged as collateral against the Group’s receivables, which is reflected off the balance sheet—is a vitally important part of CIF’s core business of managing, collecting, and enhancing the value of its home loans outstanding.

Cooperation between the real estate and receivables processing departments is a crucial factor influencing performance. They interact on different levels: conducting valuations and appraisals, taking possession of and managing collateral, and selling properties at the ideal price with respect to the cost of, and risks inherent, in carrying those properties.

7.4. Risk Management

In addition to making use of the traditional functions of risk, compliance, and permanent control policy, improvements are being sought in the following areas: • ensuring that all administrative sectors conduct active, structured monitoring of regulations at a time of continuous change; • regularly assessing regulatory efficiency: adapting the decisions that the Group makes based on regulations to conform to the goals it is pursuing; • monitoring and assessing the administrative sectors’ compliance and performance with respect to their assigned goals of excellence and continued improvement; their capacity to use new technologies and employee skills to enhance efficiency is an important basis for attaining those goals; • further updating the periodic control organization: by creating the need for more formalized operations and performance assessments, the increasing use of the client/provider model facilitates both the permanent and periodic control functions and enables them to make a more meaningful contribution to the Company’s operations; • establishing measures for managing risk in accordance with the Group’s risk appetite • automating as many control processes as possible.

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Appendixes

Appendix 1—Five-Year Financial Summary

2019 2018 2017 2016 2015 Financial position at year-end Capital stock (€ thousands) 124,821,703 124,821,703 124,821,703 124,821,703 124,821,620

Number of shares outstanding 124,821,703 124,821,703 124,821,703 124,821,703 124,821,620 Results of operations

(€ thousands) Net banking income (loss) (64,689,308) (27,528,114) (92,424,481) (156,840,616) (415,620,139) Other revenue and net gains on disposals of tangible and intangible 246,438,704 56,380,004 58,664,183 45,157,599 (83,078,285) assets EBITDA (51,043,625) (15,930,364) (113,383,328) (157,702,947) (450,892,142)

Corporate income tax (13,862,948) (11,740,754) 20,745,233 530,548 35,272,003

Net income (loss) (64,689,308) (27,528,114) (92,424,481) (156,840,616) (415,620,139)

Total distributed income 0 59,914,417 169,757,515 0 0

Per-share data (euros)

Earnings (loss) per share (0.5183) (0.2205) (0.7405) (1.2565) (3.3297)

Dividend per share 0 0.48 1.36 0 0

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Appendix 2—Information on Payments Due

Pursuant to CC § L.441-6-1 and CC § D.441-4, the table below analyzes amounts due to suppliers and customers, excluding banking and related transactions, for the last two years.

Information on supplier and customer payment periods, CC § D.441-4

Unpaid invoices received and issued in arrears at the balance sheet date (table provided under CC § D.441-4)

CC § D.441 I. – 1°: Invoices received but unpaid and in arrears CC § D.441 I. – 2°: Invoices issued but unpaid and in arrears at the balance sheet date at the balance sheet date

0 day 31 to 60 61 to 90 91 days or Total (1 day 0 day 31 to 60 61 to 90 91 days or Total (1 day 2018 1 to 30 days 1 to 30 days (indicative) da ys da ys more or more) (indicative) da ys da ys more or more)

(A) Late payment categories (number 0 0 0 of days) 568 Number of invoices concerned 568 330 110 43 153 636 21 40 7 6 66 140 Total number of invoices 645 768 1 055 470 418 385 80 576 174 629 1 729 060 805 015 430 121 173 608 20 435 221 710 1 650 889 concerned (incl. VAT)

Percentage of the total amount of 0,86% 1,40% 0,56% 0,11% 0,23% 2,29% purchases for the year (incl. VAT)

Percentage of the total amount of 9,64% 5,15% 2,08% 0,24% 2,66% 19,77% purchases for the year (incl. VAT)

(B) Invoices excluded from (A) concerning disputed payables and receivables that have not been recorded Number of invoices excluded 0 0 0 0 0 0 0 0 0 0 42 42 Total amount of invoices excluded 0 0 0 0 0 0 0 0 0 0 106 096 106 096 (incl. VAT) (C) Reference payment periods used (contractual or legal: CC § L.441-6 or CC § L.443-1) Payment periods used to ˣ Contractual payment periods ˣ Contractual payment periods calculate late payments ѵ Legal deadlines ѵ Legal deadlines

Article D. 441 I. - 1° du Code de commerce : Factures reçues non réglées à Article D. 441 I. - 2° du Code de commerce : Factures émises non réglées à

0 day 31 to 60 61 to 90 91 days or Total (1 day 0 day 31 to 60 61 to 90 91 days or Total (1 day 2019 1 to 30 days 1 to 30 days (indicative) da ys da ys more or more) (indicative) da ys da ys more or more) (A) Late payment categories (number of days) 568 0 0 Number of invoices concerned 143 422 97 30 386 935 6 2 8 2 94 112 Total number of invoices 266 597 748 189 461 265 81 589 86 831 1 377 875 47 530 189 10 145 189 2 260 723 2 318 777 concerned (incl. VAT)

Percentage of the total amount of 0,42% 1,17% 0,72% 0,13% 0,14% 2,16% purchases for the year (incl. VAT)

Percentage of the total amount of 1,01% 0,00% 0,22% 0,00% 48,04% 49,28% purchases for the year (incl. VAT)

(B) Invoices excluded from (A) concerning disputed payables and receivables that have not been recorded Number of invoices excluded 0 0 0 0 0 0 3 2 8 5 27 45 Total amount of invoices excluded 0 0 0 0 0 0 459 034 119 845 99 432 20 744 144 061 843 116 (incl. VAT) (C) Reference payment periods used (contractual or legal: CC § L.441-6 or CC § L.443-1) Payment periods used to ˣ Contractual payment periods ˣ Contractual payment periods calculate late payments ѵ Legal deadlines ѵ Legal deadlines

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Appendix 3—List of Directorships and Functions Held by Company Representatives and Members of the Board of Directors in 2018

Pursuant to CC § L.225-37-4, the list of the directorships and functions held by company representatives and members of the Board of Directors at the close of the year, based on information forwarded to the Company, is presented below.

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• YANNICK BORDE Chairman and Board member of Caisse Centrale du Crédit Immobilier de France–3CIF (SA) • Chairman and Board member of CIF Euromortgage (SA) CHAIRMAN OF THE BOARD • Chairman and Board member of Procivis Union Economique et Sociale pour l’Accession à la Propriété (Procivis UES-AP) (Cooperative SA with variable capital) Born 31 March 1966 at • Chairman and Board member of I-ADB Ouest (GIE) Bühl (Baden) (Germany) • Chief Executive Officer and Board member of Procivis Mayenne (SACICAP) • Chief Executive Officer and sole Director of Procivis Ouest Services (GIE) Domiciled at 30 Rue de Sacjas • Chief Executive Officer and Board member of Proviva (SA – SCPHLM) 53940 Saint Berthevin • Chief Executive Officer of Procivis Anjou Vendée (SACICAP) • Chief Executive Officer of Compagnie Procivis Ouest Immobilier (SA) • Chief Executive Officer of Procivis Ouest Promoteur (SAS) • Chief Executive Officer of Procivis Ouest Maisons Individuelles (SAS) • Chief Executive Officer of Maisons d'en France Loire Atlantique (SAS) • Chief Executive Officer of Procivis Ouest Habitat (SAS) • Chairman of Immo de France Ouest (SAS) • Board member of Procivis Immobilier (SA) • Board member of Procivis Services (SA) • Chief Executive Officer of Foncière Procivis Ouest (SAS), since 15 July 2019 • Board member of ESH Espace-Domicile (ESH) • Member of the Executive Committee and Vice President of Union Sociale pour l’Habitat – USH (Association) • Board member of USH Pays de Loire (Association) • Chairman of Immo de France Loire Atlantique (SAS), merged with Immo de France Ouest on 1 December 2019

• JÉRÔME LACAILLE Chief Executive Officer of Caisse Centrale du Crédit Immobilier de France–3CIF (SA) • Legal representative of Crédit Immobilier de France Développement, manager of SCI Alexandre Ribot CHIEF EXECUTIVE OFFICER (SCI)

• Legal representative of Crédit Immobilier de France Développement, manager of FIRCI (SNC), until Born 31 October 1967 at Berne (Switzerland) 20 march 2019 • Legal representative of Crédit Immobilier de France Développement, manager of Centre Est (SNC), until Domiciled at 8 bis Boulevard de Courcelles, 20 march 2019 75017 Paris

• THIERRY GILLOUIN Permanent representative of Crédit Immobilier de France Développement on the Board of Caisse Centrale du Crédit Immobilier de France–3CIF (SA) PERMANENT REPRESENTATIVE OF CIFD, • Permanent representative of Crédit Immobilier de France Développement on the Board of Société de BOARD MEMBER Gestion des Financements et de la Garantie de l’Accession Sociale à la Propriété (SA)

• Legal representative of Crédit Immobilier de France Développement, manager of SCI Alexandre Ribot Born 13 March 1962 at Neuilly sur Seine (Hauts de Seine) (SCI) • Legal representative of Crédit Immobilier de France Développement, manager of FIRCI (SNC), until 20 Domiciled at 1 Rue Duhesme, march 2019 75018 Paris • Legal representative of Crédit Immobilier de France Développement, manager of Centre Est (SNC), until 20 march 2019

• ANTOINE FRACHOT Deputy Chief Executive Officer of Caisse Centrale du Crédit Immobilier de France–3CIF (SA) • Chief Executive Officer of CIF Euromortgage (SA) DEPUTY CHIEF EXECUTIVE OFFICER • Legal representative of Caisse Centrale du Crédit Immobilier de France – 3CIF, Board member of Maghreb

Titrisation (SA) Born 1 January 1965 at Fontenay aux Roses (Hauts de Seine)

Domiciled at 81 Rue Saint Maur, 75011 Paris

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• MICHEL BOUZAT Vice President of SACICAP Midi Habitat (SA) • Board member of Procivis Promotion Immobilière Midi-Pyrénées (SA) BOARD MEMBER • Treasurer of HLM Patrimoine Languedocienne Toulousaine d’Habitations (SA)

• Born 24 July 1946 at Le Truel (Aveyron) Treasurer of EPHAD Les Mimosas (association)

Domiciled at 50 Plateau Saint Salvadou, 81000 Albi

• PATRICIA FESTIVI Chairwoman and Chief Executive Officer of Procivis Eure et Loir (SA) • Chairwoman and Chief Executive Officer of Pierres et Territoires Eure et Loir (SA) BOARD MEMBER • Board member of USH Centre (Association)

• Born 23 May 1959 in the region of Oran Board member of Coopérative d’HLM Vie et Lumière (Cooperative) (Algeria) • Board member of SCCI Arcade (SACICAP), until 27 June 2019 • Permanent Representative of SCCI Arcade on the Board of HLM France Loire (ESH) (SA) Domiciled at 57bis Rue du Docteur Maunoury, BP 80325, 28006 Chartres Cedex

• DOMINIQUE GUERIN Elected member of the Chamber of Commerce and Industry of Occitania • Elected member of the Chamber of Commerce and Industry of the Hérault Department BOARD MEMBER • Board member of MEDEF Montpellier-Sète-Centre Hérault (Association)

• Born 6 June 1958 at Chief Executive Officer of FDI SACICAP (SA) Lyon (Rhône) • Chief Executive Officer of FDI Habitat (SA) • Chairman and Board member of FDI Développement (SAS) Domiciled at 61 Rue des Carrières • Chairman and Board member of FDI Promotion (SAS) 34160 St Génies des Mourgues • Chairman and Board member of Grand Sud Développement–GSD (SAS) • Board member of Groupama Méditérrannée - Caisse Locale Montpellier (COOP) • Board member of Languedoc Mutualité (Association) • Board member of SACICAP Vaucluse (SA) • Board member of Procivis Union Economique et Sociale pour l’Accession à la Propriété (Procivis UES-AP) ((Cooperative SA with variable capital) • Permanent representative of FDI SACICAP on the Board of Procivis Immobilier (SA) • Board member of Caisse Centrale du Crédit Immobilier de France–3CIF (SA) • Board member of CIF Euromortgage (SA) • Member of the Federal Board of ESH (Association) • Member of Musée Fabre (Foundation) • Member of Sup de Co Montpellier Business School (Foundation) • Vice-President of Jardin des Plantes (Foundation)

• KARINE JULIEN-ELKAIM Member of the Management Board and Deputy Chief Executive Officer of Logirep (ESH) • Board member of Logi-Ouest (ESH) BOARD MEMBER • Board member of Logistart (ESH) until 28 June 2019, when Logistart merged with Logirep and took on the Born 16 February 1974 at corporate name Logirep Annecy (Haute Savoie) • Board member of Logirys (ESH) • Board member of Trois Moulins Habitat (ESH) Domiciled at 1 rue Jean Dussourd • Board member of Scalis (ESH) 92600 Asnières-sur-Seine • Board member of Logicap (SACICAP) • Board member of Aipal (SACICAP) • Board member of Cir (SACICAP) • Board member of Sacicap Eure et Dieppe (SACICAP) • Board member of Immo de France(SACICAP) • Board member of Caisse Centrale du Crédit Immobilier de France–3CIF (SA)

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• Board member of CIF Euromortgage (SA)

• DOMINIQUE LAMBECQ Chairman of Procivis Participations (SA) • Chairman of Les Ajoncs (SA d’HLM) BOARD MEMBER • Chief Executive Officer of Cautialis (SCM)

• Born 25 February 1964 at Chief Executive Officer of SACICAP du Finistère (SA) Arras (Pas de Calais) • Chief Executive Officer of SACICAP du Morbihan (SA) • Chief Executive Officer of Polimmo Développement (SAS) Domiciled at 1 Rue du Guesclin, • Permanent representative of Polimmo Développement, Chairman of Polimmo La Maison (SAS) 35000 Rennes • Permanent representative of Polimmo Développement, Chairman of Maisons d’en France Bretagne (SAS) • Permanent representative of Polimmo Développement, Chairman of Hélio Aménagement (SAS) • Permanent representative of Polimmo Développement, Chairman of Concept Elian Construction (SAS) • Permanent representative of Polimmo Développement, Chairman of Procivis Bretagne (SAS) • Permanent Representative of Centrale de Coopération Immobilière Arcade on the Board of Aiguillon Construction (SA d’HLM) • Manager of Domaine de Kerandon (SARL) • Manager of Les Canadais (SARL) • Board member of Procivis Union Economique et Sociale pour l’Accession à la Propriété (Procivis UES-AP) (Cooperative SA with variable capital) • Board member of Caisse Centrale du Crédit Immobilier de France–3CIF (SA) • Board member of CIF Euromortgage (SA) • Board member of Immo de France (SA)

DIANE LAMARCHE BOARD MEMBER

Born 8 October 1981 at Neuilly sur Seine (Hauts de Seine)

Domiciled at 148 boulevard Malesherbes 75017 Paris

• ANDRÉ LEGEARD Chairman of the Supervisory Board of Compagnie Immobilière et Foncière d’Aquitaine (SA) • Chairman and Chief Executive Officer of Compagnie Immobiliere Sud Atlantique (SA) BOARD MEMBER • Chief Executive Officer of Procivis Nouvelle Aquitaine (SA)

Born 29 May 1956 at • Chief Executive Officer of Compagnie Immobilière Maison Individuelle (SAS) Rennes (Ille et Vilaine) • Board member of Procivis Immobilier (SA) • Board member of Procivis Union d’Economie Sociale Pour l’Accession à la Propriété (Procivis UES-AP) Domiciled at Résidence Calypso (Cooperative SA with variable capital) 36 rue Laudinat, 33130 Bègles • Permanent Representative of Procivis Nouvelle Aquitaine on the Board of Cautialis (SA) • Permanent Representative of Procivis Nouvelle Aquitaine on the Board of ESH Ciliopée Habitat • Chairman and Chief Executive Officer of Pierres et Territoires de France Centre Atlantique (SA), until the merger with Immobilière Sud Atlantique on 16 march 2019

HERVÉ MAGNE • Board member of Procivis Participations (SA) BOARD MEMBER • Board member of Procivis Nouvelle Aquitaine (SA)

Born 5O October 1950 at Enghien Les Bains (Val d’Oise)

Domiciled at 27 Rue des Félines 87100 Limoges

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CATHERINE VAN ROMPU • Member of the Management Board of Arkea Banque BOARD MEMBER

Born 19 February 1961 at Bruay la Buissière (Pas de Calais)

Domiciled at 6 Place du Général Koenig 35000 Rennes

HUGUES DUBLY • Chairman and Chief Executive Officer of Dubly Transatlantique Gestion (SA) BOARD MEMBER • Chairman of Banque Transatlantique Belgium (SA) • Board member of Cigogne Management (SA) Born 9 May 1949 at Croix (Nord) • Permanent Representative of CIC Participations on the Board of Crédit Mutuel Asset Management (SA)

• Chairman of Procivis Nord (SA) Domicilied 38 Avenue de la Marne • 59700 Marcq-En-Baroeul Chairman of Société Régionale des Cités Jardins (SA) • Board member of SICAV Mont (SICAV) • Board member of Compagnie Internationale de Placements et de Capitalisation – CIPE (SICAV) • Chairman of Euromutuel SICAV • Manager of Société Civile La Corderie • Manager of SCI Enicar (SCI) • Board Member of SICAV Metiss

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