UNIVERSAL REGISTRATION DOCUMENT including the annual financial report 2020 Bpifrance TABLE OF CONTENTS 1. MESSAGE FROM THE CHIEF EXECUTIVE OFFICER 5 2. PRESENTATION OF BPIFRANCE 7 2.1. History and development of Bpifrance 7 2.2. Key figures 8 2.3. Presentation of tasks and business lines 10 2.3.1. Financing division 10 2.3.2. Investment division 13 2.3.3. Export Insurance division 17 2.4. Capital and shareholding 18 2.5. Capital structure of the Bpifrance Group 19 3. BOARD OF DIRECTORS’ MANAGEMENT REPORT TO THE GENERAL MEETING 20 3.1. Activity report 20 3.1.1. Key events of 2020 20 3.1.2. Post-balance sheet events 23 3.1.3. Strategic plan: 2023 Objective 23 3.1.4. Activities by business line and key figures 24 3.1.5. Bpifrance structure and financial management 48 3.1.6. Consolidated and corporate results of Bpifrance 52 3.1.7. Outlook for 2021 544 3.1.8. Statement of Non-Financial Performance 58 3.1.9. Other information 1277 3.2. Main risk factors 12929 3.3. Management of principal risks 137 3.4. Internal control and risk management system 153 3.4.1. The organisation and operation of the Bpifrance internal control 1543 3.4.2. Outlook for 2021 1600 3.5. Development and processing of accounting information 162 3.5.1. General framework of accounting and financial information 1621 3.5.2. Accounting architecture and organisation 1633 3.6. Regulatory environment 164 3.6.1. Regulatory framework applicable to the Bpifrance Group 165 3.6.2. Regulatory requirements imposed on the Bpifrance Group in terms of financial security and ethics 165 3.6.3. Regulations imposed on the Bpifrance Group in terms of prudential and resolution requirements 166 3.6.4. Other significant regulations applicable to the Bpifrance Group 167 3.6.5. Regulatory framework specific to the various entities of the Bpifrance Group 168 3.6.6. Regulatory framework for banking and insurance activities 168 3.6.7. Regulatory framework for investment activities 17069 3.6.8. Regulatory framework for export insurance activities 171 3.6.9. Impacts of the merger of Bpifrance SA and the Issuer on the regulatory framework applicable to the Issuer 1710 4. CORPORATE GOVERNANCE REPORT 172 4.1. Governance 1721 4.2. No conviction of corporate officers 178 4.3. Information on corporate officers at 31 December 2020 and non-voting members representing neither the French State nor Caisse des Dépôts 1787 4.4. Compensation of Directors, Chairman of the Board, and Chief Executive Officer 1866 4.5. Conditions for the preparation and organisation of the work of the Board of Directors 1922 4.6. Agreements falling with the scope of Article L.. 225-38 of the French Commercial Code 198 4.7. Review of agreements signed and approved during previous fiscal years whose execution continued in fiscal year 2020 1988 4.8. Agreements covered in paragraph 2 of Article L.. 225-37-4 of the French Commercial Code 198 4.9. Effect of the merger between the company and Bpifrance SA on the contracts entered into by Bpifrance SA198 4.10. Delegations relating to capital increases 198 4.11. Rules applicable to amendments to the Company’s Articles of Association 198 5. RESOLUTIONS SUBMITTED TO THE GENERAL MEETING OF 5 MAY 2021 199 6. ORGANISATIONAL CHARTS OF BPIFRANCE 202 6.1. Functional organisational chart 202 6.2. Organisational chart of the network 203 7. FIVE-YEAR FINANCIAL SUMMARY 204 8. CONSOLIDATED FINANCIAL STATEMENTS 205 9. SEPARATE FINANCIAL STATEMENTS 319 10. PRO FORMA INFORMATION RELATING TO THE MERGER-ABSORPTION OF BPIFRANCE SA BY BPIFRANCE FINANCEMENT 381 11. REPORTS FROM THE STATUTORY AUDITORS 387 11.1. Report on the consolidated financial statements 387 11.2. Report on the separate financial statements 397 11.3. Special report on related-party agreements 406 11.4. Report on the Pro forma Financial Information for fiscal year ended 31 December 2020 424 12. GENERAL INFORMATION CONCERNING BPIFRANCE 427 12.1. Corporate purpose of Bpifrance 427 12.2. General Meetings 428 12.3. Other general information about the Issuer 428 12.3.1. Information included by reference 428 12.3.2. Trend information 428 12.3.3. Legal proceedings and arbitration 428 12.3.4. Significant change in the issuer’s financial position 428 12.3.5. Conflicts of interest at the level of the administrative and management bodies 42929 12.3.6. Documents available to the public 42929 13. PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AND AUDITS 429 13.1. Persons responsible 429 13.1.1. Statement of the Chief Executive Officer and the Executive Director 429 13.2. Statutory Auditors 430 13.2.1. Principal 4300 13.2.2. Alternates 4300 14. CROSS-REFERENCE TABLES 4311 Bpifrance 2020 Universal Registration Document | 3 UNIVERSAL REGISTRATION DOCUMENT including the annual financial report 2020 Bpifrance The Universal Registration Document was filed on 26 March 2021 with the AMF, in its capacity as competent authority under (EU) Regulation No. 2017/1129, without prior approval pursuant to Article 9 of said regulation. The Universal Registration Document may be used for the purposes of offering financial securities to the public or admitting them to trading on a regulated market, if it is supplemented by a securities note and, where appropriate, a summary and all the amendments made to the Universal Registration Document. The documentation as a whole is then approved by the AMF pursuant to (EU) Regulation No. 2017/1129. 4 | Bpifrance 2020 Universal Registration Document 1. MESSAGE FROM THE CHIEF EXECUTIVE OFFICER The year 2020 was a year of profound changes for Bpifrance. The five “children” of the 2019 strategic plan have become adults. Lac I is deploying its capital while the Deeptech plan is accelerating with the creation of the national technology transfer platform. Our business creation and VSE financing activity has exploded and is fully digitised. Support has increased the number of consulting missions and we have become the leading European network of executive education with our 55 schools; the VTE is taking off, Export to Africa too. Finally, the Bpifrance Entreprises 1 Fund was launched in October 2020. It will enable individuals to invest in an aggregate portfolio of more than 1,500 French companies. Faced with the Covid-19 crisis, unprecedented in terms of its scale and consequences, the bank has met its destiny and shown its true colours: velocity, a public and investment bank, a bank with a heart, a digital bank, a bank for all companies (start-ups, VSEs, SMEs, investment funds, mid-tier companies, large groups). In support of the public authorities, Bpifrance has been able to respond, by mobilising alongside companies and their managers. With €45 billion injected into the economy in loans, equity, subsidies, grants and guarantees (in addition to the €110 billion in SGLs guaranteed by Bpifrance), Bpifrance has mobilised, alongside the public authorities and in a countercyclical approach, all of its business lines to support companies in this economic emergency. Bpifrance became the operator of the Business Recovery Plan (in 2020, more than €420 million were allocated in support of industrial sectors as part of France Relance) while also driving the investment market. Thus, the activity of the Bpifrance network in Financing was very intense with a total of €20.5 billion injected into companies (+9.5% vs. 2019). On the investment side, the Equity activity raised €3.6 billion, divided between direct investments in the capital of companies and indirect investments to boost the ecosystem of French investment funds. The Export activity played its countercyclical role, with an increase, for the Export Guarantees activity, in the number of Credit-Insurance and Deposit Guarantee operations. The activity also saw a large increase in volumes, with a significant number of contracts returned. Support has been fundamentally redesigned to adapt to the needs of executives in a context of crisis, emphasising the Recovery and making use of digital technology. In addition to the Accelerators and consulting missions, the so-called “one-off” support has reached nearly 30,000 executives via e-learning opportunities (+74%) and nearly 2,000 through the implementation of digital self-assessments (+216%). Regional partnerships have been massively strengthened to help companies. Partnership arrangements put in place with each Region have enabled more than 17,000 companies to access a total of more than €2 billion, in particular through the use of Rebound Loans. Lastly, we have worked closely with the European Commission and the EIB Group both to implement support measures to deal with this crisis and to prepare for the recovery. By remaining more than ever at the side of entrepreneurs, Bpifrance will continue its action in 2021 to enable companies to project themselves into the post-crisis world. Bpifrance will continue its transformative action by allowing companies to calmly tackle the profound changes in the economy, in particular those related to climate change. Nicolas Dufourcq Chief Executive Officer of Bpifrance Bpifrance 2020 Universal Registration Document | 5 6 | Bpifrance 2020 Universal Registration Document 2. PRESENTATION OF BPIFRANCE In this Universal Registration Document, the terms “Bpifrance”, “Issuer” and the “Company” refer to Bpifrance, a public limited company (société anonyme) with capital of €5,440,000,000, whose registered office is located at 27-31 avenue du Général Leclerc in Maisons-Alfort (94710 Cedex), registered with the Trade and Companies Register under number 320 252 489 RCS Créteil. Since 18 December 2020, the Issuer (formerly Bpifrance Financement) is the holding company of the Bpifrance Group. On that date, the Issuer absorbed its parent company Bpifrance SA. 2.1. History and development of Bpifrance The Group’s development over the last 15 years is described below.