2014 REGISTRATION DOCUMENT AND FULL-YEAR FINANCIAL REPORT Contents FINANCIAL REPORT 213 5 5.1 IFRS Consolidated Financial Statements of Groupe BPCE as at December 31, 2014 214 PRESENTATION OF GROUPE BPCE 3 5.2 Statutory Auditors’ report on the consolidated fi nancial statements 318 1 1.1 Presentation of Groupe BPCE 4 5.3 IFRS Consolidated Financial Statements 1.2 History of the Group 5 of BPCE SA group as at December 31, 2014 320 1.3 Organization of Groupe BPCE 6 5.4 Statutory Auditors’ report on the consolidated 1.4 Key fi gures 2014 9 fi nancial statements 400 1.5 Contacts 11 5.5 BPCE parent company fi nancial statements 402 1.6 Calendar 11 5.6 Statutory Auditors’ report on the fi nancial statements 447 1.7 2014-2017 strategic plan: “Growing Differently” 12 1.8 Groupe BPCE’s Businesses 15 SOCIAL, ENVIRONMENTAL 6 AND SOCIETAL INFORMATION 449 CORPORATE GOVERNANCE 29 6.1 Sustainable development strategy and cooperative identity 450 2 2.1 Introduction 30 6.2 Response to economic challenges 456 2.2 Management and Supervisory Bodies 32 6.3 Human resources information 463 2.3 Role and operating rules of governing bodies 65 6.4 Response to environmental challenges 474 2.4 Rules and principles governing the determination of pay and benefi ts 72 6.5 Response to societal challenges 482 2.5 Potential confl icts of interest 84 6.6 CSR reporting methodology 491 2.6 Chairman’s report on internal control and risk 6.7 Report by one of the Statutory Auditors, management procedures for the year ended a designated independent third-party body, on the December 31, 2014 85 consolidated social, environmental and societal information contained in the management report 494 2.7 Statutory Auditors’ report on the report of the Chairman of the Supervisory Board 106 2.8 Recovery and Restructuring Plan 107 2.9 Persons responsible for auditing the fi nancial LEGAL INFORMATION 497 statements 108 7 7.1 Memorandum and articles of association 498 7.2 Share capital 500 7.3 Ownership structure and distribution of voting rights 502 RISK MANAGEMENT 113 7.4 Material contracts 503 3 3.1 Groupe BPCE’s main risks 115 7.5 Material changes 503 3.2 Pillar III 122 7.6 Statutory Auditors’ special report on related party 3.3 Liquidity, interest rate and foreign exchange risks 166 agreements and commitments 504 3.4 Insurance of insurable risks 172 3.5 Legal risks 173 3.6 Technical insurance risks 178 STATEMENT BY THE PERSON 3.7 Financial Stability Forum recommendations 8 RESPONSIBLE 517 concerning fi nancial transparency 183 8.1 Statement by the person responsible for the registration document and for the annual fi nancial report 518 2014 ACTIVITIES AND FINANCIAL 4 INFORMATION 189 4.1 Foreword 190 ADDITIONAL INFORMATION 519 4.2 Signifi cant events of 2014 191 9 9.1 Documents on display 520 4.3 Groupe BPCE fi nancial data 194 9.2 Cross-reference table for the registration document 521 4.4 BPCE SA group fi nancial data 208 9.3 Cross-reference table for the annual fi nancial report and the management report 523 4.5 Investments 210 9.4 Cross-reference table of main social 4.6 Post-balance sheet events 210 and environmental information 524 4.7 Outlook for Groupe BPCE 211 9.5 Glossary 525 This label recognizes the most transparent Registration LABEL TRANSPARENCE Documents according to the criteria of the Annual labeltransparence.com Transparency Ranking. 2014 Registration document and full-year fi nancial report The English version of this report is a free translation from the original which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, in matters of interpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation. Only the French version of the registration document has been submitted to the AMF. It is therefore the only version that is binding in law. The original document was filed with the Autorité des marchés financiers (AMF – French Securities Regulator) on March 18 , 2015 , in accordance with Article 212-13 of the AMF’s General Regulations. It may be used in support of a financial transaction only if supplemented by a Transaction Note that has received approval from the AMF. This document includes all elements of the annual financial report specified by Section I of Article L. 451-1-2 of the Code Monétaire et Financier and Article 222-3 of the AMF’s General Regulations. A table allowing cross-referencing between the documents specified in Article 222-3 of the AMF’s General Regulations and the corresponding sections of this document is provided on pages 521 and 522 . Registration document 2014 1 2 Registration document 2014 PRESENTATION 1 OF GROUPE BPCE 1.1 PRESENTATION OF GROUPE BPCE 4 1.5 CONTACTS 11 1.2 HISTORY OF THE GROUP 5 1.6 CALENDAR 11 Banque Populaire banks 5 Caisses d’Epargne 5 1.7 2014-2017 STRATEGIC PLAN: Groupe BPCE 5 “GROWING DIFFERENTLY” 12 1.3 ORGANIZATION OF GROUPE BPCE 6 1.8 GROUPE BPCE’S BUSINESSES 15 1.3.1 Banque Populaire banks and Caisses d’Epargne 6 1.8.1 Commercial Banking and Insurance 15 1.3.2 BPCE: the central institution of Groupe BPCE 6 1.8.2 Corporate Banking, Investment Management, 1.3.3 Scopes of consolidation of Groupe BPCE Insurance and Financial Services 23 and BPCE SA group 8 1.8.3 Equity interests 27 1.4 KEY FIGURES 2014 9 Groupe BPCE 9 BPCE SA group 10 Registration document 2014 3 PRESENTATION OF GROUPE BPCE 1 Presentation of Groupe BPCE 1.1 Presentation of Groupe BPCE Groupe BPCE is the second largest banking group in France(1), with Its full-service banking model is based on a three-tier structure: its two leading brands, Banque Populaire and Caisse d’Epargne. Its • the two cooperative networks with the Banque Populaire banks and Caisses 108,000 employees serve 36 millions customers, 8.9 million of whom d’Epargne, which are central players in their respective regions; are cooperative shareholders. The Group’s companies adapt their banking business as closely as possible to the needs of individuals and regions. • BPCE, the central institution, responsible for the Group’s strategy, control and coordination; With 18 Banque Populaire banks, 17 Caisses d’Epargne, Natixis, Crédit Foncier, the BPCE subsidiaries, including Natixis, Crédit Foncier, Banque Palatine and Banque Palatine and BPCE International et Outre-mer, Groupe BPCE offers its • BPCE International et Outre-mer. customers an extensive range of products and services, including solutions in savings, placement, cash management, financing, insurance and investment. In In addition, all credit institutions affiliated with BPCE are covered by a guarantee keeping with its cooperative structure, the Group builds long-term relationships and solidarity mechanism. with its customers and helps them achieve their projects, and as such finances The scope of affiliated entities is mainly comprised of the Banque Populaire and over 20% of the French economy. Caisse d’Epargne networks and Natixis. ➡ GROUPE BPCE SIMPLIFIED ORGANIZATION CHART ORGANIZATION CHART OF GROUPE BPCE AT DECEMBER 31, 2014 8.9 MILLION COOPERATIVE SHAREHOLDERS 100% 100% * 50% 50% BPCE CENTRAL INSTITUTION 100% 72% 28% FREE FLOAT * Via Local Savings Companies. (1) No. 2 by market share of customer savings and customer loans (source: Banque de France Q3-2014 – all non-fi nancial customers), No. 2 in terms of penetration rate among professional customers and individual entrepreneurs (source: Pépites CSA 2013-2014 survey). 4 Registration document 2014 PRESENTATION OF GROUPE BPCE History of the Group 1 1.2 History of the Group 1 Banque Populaire banks 1878 The first Banque Populaire bank is created in Angers, by and for 1862 The Banque Populaire banks open their services to individual customers. entrepreneurs, the goal being to pool funds to allow them to finance 1998 The acquisition of Natexis provides Groupe Banque Populaire with a their projects themselves. publicly listed vehicle. 1917 Having achieved cooperative status, the Banque Populaire banks rapidly 2008 The Group strengthens its presence in the heart of France’s regions with 1 become major players in their regional economies, serving craftsmen, the acquisition of seven regional banks from HSBC France. small retailers and SMEs. Caisses d’Epargne 1 1818 The first Caisse d’Epargne is founded in Paris to promote, collect and 1999 The Caisses d’Epargne become cooperative banks, prompting Groupe manage general public savings. Caisse d’Epargne to embark upon a multi-brand strategy with the 1835 The Caisses d’Epargne are recognized as “private establishments of public creation and acquisition of businesses, including the takeover of Crédit utility”. Foncier in the same year, which enables the Group to further develop its real estate activities. 1895 The Caisses d’Epargne conduct operations of general public interest. 2003 With the acquisition of Banque Palatine (formerly Banque San Paolo), 1950 The Caisses d’Epargne are awarded the status of not-for-profit credit the Group establishes closer ties to corporate customers. institutions. 2004 By purchasing Ixis, the Group branches out into investment banking. 1 In 2006, Groupe Banque Populaire and Groupe Caisse d’Epargne took the first step towards a business combination, with the creation of their jointly-owned subsidiary, Natixis. Groupe BPCE 1 2009 On July 31, 2009, the combination of Groupe Banque Populaire and Launch of the “Growing Differently” strategic plan for 2014-2017, Groupe Caisse d’Epargne gives rise to Groupe BPCE. focused on development and transformation, centered on the goal 2010 “Together”, Groupe BPCE’s strategic plan for 2010-2013, mobilizes all of constantly striving to better meet the expectations and needs of Group companies with the aim of making them the preferred banking customers, while affirming Groupe BPCE’s difference as a cooperative institutions of the French and of their companies.