Cooperation and enterprise annual report BANQUE POPULAIRE GROUP

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1 Cooperation and enterprise 2004 annual report BANQUE POPULAIRE GROUP

2 Profile 1 Interview with Philippe Dupont key figures 4 Corporate governance 6 The Board of Directors of Banque Fédérale des Banques Populaires 6 Chairman s report on the conditions in which the work of the Board of Directors is prepared and organized 10 Corporate Governance rules for the Banque Populaire banks 16 Statutory Auditors 20 Internal financing mechanisms 21 Group structure 22 Introduction 24 Simplified financial organization chart 25 The Group s history 26 Key events in Member-stakeholders 28 Banque Populaire banks 30 Banque Fédérale des Banques Populaires 40 Natexis Banques Populaires 44 The Group s international offices 48 Group business review 50 Personal banking clients 52 Small business clients 56 Corporate clients 60 Institutional clients 66 Banks and financial institutions Financial information 84 Management report 85 Financial information 107 Chairman s report on internal control procedures 174 General organization 175 Risk monitoring and control procedures 177 Internal control procedures covering financial and accounting information 181 Sustainable development 70 Banque Populaire Group s commitment 72 Human resources 75 Environment and social responsability 80 Patronage 82 Sponsoring 83 Additional information 185 Person responsible for the AMF shelf-registration document 186 Statement by the person responsible for the AMF shelf-registration document 186 Financial communications 186 Dependence 186 Exceptional events, claims and litigation 186 Statement by the Statutory Auditors on the AMF shelf-registration document 187 Autorité des marchés financiers (AMF) checklist 188

3 Profile The Banque Populaire Group provides banking, financial and insurance services to a broad client base of individuals, craftsmen, shopkeepers, farmers, businesses and banking and financial services groups. It is set apart from other banking groups by its unique structure, its origins in the cooperative movement and a corporate governance structure that reflects its values. These three features have helped drive business development based on strong organic growth, targeted acquisitions and long-term partnerships. A three-dimensional organization The 20 Banque Populaire regional banks, CASDEN Banque Populaire and Crédit Coopératif The Banque Populaire banks are cooperative organizations. They are the Group s parent companies and shareholders of Banque Fédérale des Banques Populaires. They are autonomous banks, providing their customers with a local service and the full range of banking and insurance products and services. COOPERATIVE DIMENSION Banque Fédérale des Banques Populaires As the Banque Populaire Group s central body and the holding company of Natexis Banques Populaires, Banque Fédérale des Banques Populaires is responsible for overseeing, coordinating and leading all Group activities. FEDERAL DIMENSION Natexis Banques Populaires Listed on the Paris Eurolist, Natexis Banques Populaires is the Group s financing, investment banking and services bank. The 2002 acquisition of Coface has expanded the bank s service offering for corporate clients, as well as extending its international reach. LISTED COMPANY DIMENSION Cooperative and regional roots The Banque Populaire Group operates in the cooperative banking sector, which in Europe represents more than 100 million members and clients.the cooperative status of each Banque Populaire puts it in a unique relationship with its clients that is ideally suited to modern banking service needs.the 2,770,000 member-stakeholders guarantee the independence of their banks and provide the capital needed for their growth. The Group s presence throughout France is provided both by the 20 Banque Populaire regional banks and by branches of other Group entities. The Directors of the Banque Populaire banks play an active part in the economic and community life of their regions, helping to improve understanding of the local economic fabric and the men and women who are playing a key role in its development. A corporate governance structure that reflects the Group s values The Banque Populaire banks are the Group s parent companies.their Directors are responsible for control and supervision and setting the overall direction of their bank in accordance with the national strategy. Corporate governance in the Banque Populaire Group is based on cooperative principles.the Board of Directors of Banque Fédérale des Banques Populaires is the Group s governing body, and its decisions are applied throughout the Group and its various entities. The Chairman represents the Group nationally and internationally and ensures the Group s cohesion and identity. This governance structure benefits from an ever more involved stakeholder base. It is a key contributor to the success of the Banque Populaire Group and each of its member banks. It helps reinforce the founding values of the Group of proximity, long-term relationships and strong regional links. A strategy of winning new business and forming new alliances The Banque Populaire Group has a strong presence throughout France and plans to become a major player in the European bancassurance sector. This goal will be attained by winning new clients in each of its markets and by developing effective partnerships. The Group has regularly increased its presence in the personal customer segment, where its penetration rate is now over 8%. With one in three SMEs being clients of the Group, and a penetration rate of over 80% amongst major companies, the Banque Populaire Group has a leading position amongst business clients both small and large. The 2002 acquisition of Coface, now a wholly-owned subsidiary of Natexis Banques Populaires, has further strengthened this position. Similarly, Crédit Coopératif in the social economy sector and Crédit Maritime Mutuel in the fishing industry and coastal economies joined the Group in 2003, helping strengthen its position in markets where it was keen to expand. 1

4 Interview with Philippe Dupont Chairman of the Banque Populaire Group 2 BANQUE POPULAIRE GROUP In 2004, the Banque Populaire Group saw another sharp rise in earnings. To what would you attribute the quality and regularity of the Group s performance? The financial year we are reporting on here did indeed bring another strong improvement in our financial performance. Net banking income rose 8% to 7.6 billion, and gross operating income was 12% higher at 2.5 billion. Our earnings capacity, which measures profits after tax generated during the year, was at a new record high, rising 15% to 1.2 billion. I would stress at this point that these figures came against an economic background which, whilst improving, was far from satisfactory. To my mind, there are three main factors behind our success. First, the commitment and involvement of all our staff in all parts of the Group, and in particular those who, day in, day out, are responsible directly for ensuring the satisfaction of our many customers. Next, the balance of our business portfolio also makes a vital contribution. Lastly, the continuity of our strategy and its embodiment of the fundamental values which shape our business have also been a key to our success. I would not want the fact that we have managed to generate growth year after year to lead us to take success for granted. These figures represent the fruits of the work of our 44,000 staff in France and abroad in a challenging environment.they also represent the consequences of many decisions taken, at all levels and in all areas by our managers. Collectively we can be proud of what we have achieved, and we can be confident in the quality of our fundamentals. But at the same time we must remain vigilant in a fast-moving world, question our ways of doing business when necessary and be prepared to adopt new ways of

5 thinking. In short, we can t afford to rest on our laurels, and must ensure that we remain responsive and flexible. Looking back at 2004, what points really stand out for you? I would answer that in very broad terms. For me what most stood out during 2004 was the ability of the Banque Populaire Group once again to combine very strong financial performance with a continued concern for the common good in all its forms. I would like to illustrate this point through three examples, each of which touches on an important economic and social theme, namely employment, new business creation and exports. In 2004, the Banque Populaire Group recruited 3,000 staff. Setting aside natural turnover, we created nearly 700 net new jobs.this takes the total new jobs we have created over the past five years to nearly 6,000, making the Group one of France s major job creators in the private sector. Many of our new recruits are young people, and the age profile of our staff is well balanced. One in three of our employees is under 35.The second key area is in new business creation and support for SMEs. In 2004 our Group was once again the leading issuer of business start-up loans; we were the leading venture capital investor in SMEs and the leading bank in the area of micro-loans. These performances, coupled with the very strong positions we have built amongst small and medium-sized businesses, make us a leading player in the strengthening and renewal of our economic fabric and in regional employment. Here too, in helping create new businesses, we are helping create the new jobs of tomorrow. Turning to the question of exports, we can see the crucial role these now play in modern economies. In this field too we have leading positions. From the export support services offered by Natexis Pramex International to the complex credit guarantee structures created by Coface, we can offer exporters the widest range of services available on the market. No other banking group can offer such powerful and varied services in this field. By boosting exports we serve not only our clients, but also the common good. Our Group s ability and desire to combine strong financial performances with social benefits is a source of collective pride. It is the fruit of our long history, our shared culture, beliefs and values. And it is also one of our key strengths for the future. How do you see the future of the Group in 2005? We are going into 2005 in a frame of mind that combines considerable confidence in the future with an awareness of the need to remain vigilant. Confidence based on our financial performances, our growth model and our financial ratios, but also on our fundamental business culture. But vigilance too. Our business environment changes quickly: new customer expectations, new requirements, changing technologies, the shifting balances between economic actors or changes in the regulatory framework in its broadest sense. As in the past, we know that to adapt to and thrive on these changes we will need to anticipate and innovate.we also know that we can not rely too much on an economic climate which, in the euro zone at least, remains uncertain. The Banque Populaire Group will pursue its policy of profitable growth throughout The main source of growth will be organic growth, which we always hope will be strong.we still have scope to expand in our national market. Our branch network is one of the most efficient in the market and we will strengthen it in certain areas where our market share has increased.we will continue to build on our success in attracting new personal customers. In the personal customer segment there is still considerable demand for financial services, and particularly, underlying it all, the issues of pensions and very long-term savings. That part of our business devolved to Natexis Banques Populaires will also continue to grow.the reorganization we have carried out began to bear fruit in Here too we are well placed, with leading positions in employee benefit plans and management of trade receivables. Growth will also be driven by targeted initiatives in our international expansion, which will remain a measured and gradual process, as demonstrated by developments in Eastern Europe with our German partner, DZ Bank and Austria s Volksbanken cooperative banks, or in Algeria through our Natexis Alamana subsidiary. Naturally we are also ready to seize any acquisition opportunity that arises, where it offers clear industrial benefits and the creation of value and will be in keeping with the fundamental values on which our Group has been built. Our Group has already changed considerably over the past five years, but has always remained true to the cooperative values on which it was built. New and significant challenges lie ahead. The confidence of our memberstakeholders, the strength of our earnings and our balance sheet and the commitment and energy of our staff are the factors that will enable us to overcome them, and to build, together, one of France s best banking groups. 3

6 2004 key figures at December 31, 2004 Profile 22 Banque Populaire banks (1) 94 Mutual guarantee companies 2,770,000 Member-stakeholders 6,600,000 Clients 44,509 Employees (2) 2,692 Branches in France 116 International offices (Natexis Banques Populaires and Coface) 4 Results in millions of euros 7,640 net banking income 2,545 gross operating income 1,174 earnings capacity (3) in billions of euros 17.2 total regulatory capital 9.1% Tier One ratio BANQUE POPULAIRE GROUP outstanding loans (4) 94.8 customer deposits (4) 97.4 customer savings (5) 398 assets in custody (1) 20 Banque Populaire regional banks, CASDEN Banque Populaire and Crédit Coopératif (2) Active employees (3) Net income + charge to fund for general banking risk (4) Excluding repurchase agreements (5) Net assets of management funds, employee savings plans, life insurance and other investment products

7 Continued growth in business, profitability and financial structure 5,748 7,066 +8% 7, , % 1, % NET BANKING INCOME IN MILLIONS OF EUROS EARNINGS CAPACITY IN MILLIONS OF EUROS TOTAL REGULATORY CAPITAL IN BILLIONS OF EUROS at December 31 +6% +8% 8.2% 8.9% 9.1% TIER ONE RATIO at December 31 CUSTOMER DEPOSITS IN BILLIONS OF EUROS at December 31 CUSTOMER SAVINGS IN BILLIONS OF EUROS at December % % 398 RATINGS Senior long-term debt OUTSTANDING LOANS IN BILLIONS OF EUROS at December ASSETS IN CUSTODY IN BILLIONS OF EUROS at December 31 BANQUE POPULAIRE GROUP MOODY S STANDARD & POOR S FITCH RATINGS Aa3 - A+ NATEXIS BANQUES POPULAIRES MOODY S STANDARD & POOR S FITCH RATINGS Aa3 A+ A+

8 The Board of Directors of Banque Fédérale des Banques Populaires Corporate Bruno Mettling Michel Goudard François Moutte Christian Brevard Jean Clochet Jean-Louis Tourret Richard Nalpas René Clavaud Philippe Dupont Claude Cordel 6 BANQUE POPULAIRE GROUP MEMBERS AT DECEMBER 31, 2004 PRINCIPAL FUNCTION IN THE COMPANY (1) FIRST APPOINTED/TERM END (2) CHAIRMAN AND CHIEF EXECUTIVE OFFICER Philippe Dupont Chairman of Banque Populaire Group July 8, 1999/May 2005 VICE CHAIRMEN René Clavaud Chairman of Banque Populaire Centre Atlantique July 5, 2000/May 2006 Claude Cordel Chairman of Banque Populaire du Midi September 23, 1999/May 2005 Richard Nalpas Chief Executive Officer of Banque Populaire Toulouse-Pyrénées July 5, 2000/May 2006 BOARD SECRETARY Francis Thibaud Chief Executive Officer of Banque Populaire du Sud-Ouest July 5, 2000/May 2006 DIRECTORS Christian Brevard Deputy Vice Chairman of Banque Populaire d Alsace December 20, 2000/May 2006 Michel Castagné Deputy Vice Chairman of Banque Populaire Occitane May 27, 2004/May 2007 Jean Clochet Deputy Vice Chairman of Banque Populaire des Alpes (3) May 27, 2004/May 2007 Jean-François Comas Chief Executive Officer of Banque Populaire Côte d Azur May 31, 2001/May 2007 Pierre Desvergnes Chairman of CASDEN Banque Populaire May 27, 2004/May 2007 Daniel Duquesne Chief Executive Officer of Banque Populaire Loire et Lyonnais May 31, 2001/May 2007 Stève Gentili Chairman of BRED Banque Populaire October 20, 1999/May 2005 Yvan de La Porte du Theil Chief Executive Officer of Banque Populaire Val de France May 22, 2002/May 2005 François Moutte (4) Chief Executive Officer of Banque Populaire des Pyrénées-Orientales, de l Aude et de l Ariège (5) November 21, 2001/May 2005 Pierre Noblet Vice Chairman of Banque Populaire Rives de Paris May 27, 2004/May 2007 Jean-Louis Tourret Chairman of Banque Populaire Provençale et Corse July 8, 1999/May 2006

9 Corporate governance governance François Thibaud Daniel Duquesne Jean-François Comas Pierre Desvergnes Stève Gentili Yvan de La Porte du Theil Michel Castagné Pierre Noblet Jean-Claude Detilleux François Ladam 7 François Ladam Jean-Claude Detilleux Michel Goudard Bruno Mettling Olivier Haertig Patrick Delaval Pierre Ribuot NON-VOTING DIRECTORS Chief Executive Officer of Natexis Banques Populaires Chairman and Chief Executive Officer of Crédit Coopératif MEMBERS IN A CONSULTATIVE CAPACITY Deputy Chief Executive Officer of Banque Fédérale des Banques Populaires Deputy Chief Operating Officer of Banque Fédérale des Banques Populaires ALSO ATTENDING MEETINGS General Secretary of Banque Fédérale des Banques Populaires Representative of Banque Fédérale des Banques Populaires Works Council Representative of Banque Fédérale des Banques Populaires Works Council (1) Company: Banque Fédérale des Banques Populaires (2) Date of the Shareholders Meeting held to approve accounts (3) On January 1, 2005, Jean Clochet was appointed Chairman of Banque Populaire des Alpes (4) Bernard Jeannin was co-opted as a Director to replace François Moutte at the meeting of the Board of Directors held on January 19, His appointment will be put before the Shareholders Meeting held to approve 2004 accounts for ratification (5) On January 1, 2005 François Moutte was also appointed Chief Executive Officer of Banque Populaire du Midi

10 Other Directorships held by Directors PRINCIPAL FUNCTION EXERCISED OUTSIDE BANQUE FÉDÉRALE DES BANQUES POPULAIRES OTHER DIRECTORSHIPS Philippe Dupont CHAIRMAN, BANQUE POPULAIRE GROUP CHAIRMAN: Natexis Banques Populaires Natexis Assurances (to June 2004) REPRESENTATIVE OF BANQUE FÉDÉRALE DES BANQUES POPULAIRES ON THE BOARD OF DIRECTORS: Natexis Banques Populaires Jean Clochet Claude Cordel CHAIRMAN Banque Populaire du Midi CHAIRMAN: Natexis Factorem Christian Brevard DEPUTY VICE CHAIRMAN Banque Populaire d Alsace DIRECTOR: Natexis Banques Populaires CHAIRMAN: Natexis Bleichroeder SA CHAIRMAN Banque Populaire des Alpes DIRECTOR: Banque Privée St Dominique CHAIRMAN AND CHIEF EXECUTIVE: Routin SA Brasseries des Cimes CHAIRMAN: SAS Holding Clobia SAS CPSL DIRECTOR: Natexis Banques Populaires SAS Dupleix SNC Hydromons DIRECTOR: Natexis Bleichroeder Inc CHAIRMAN OF THE MANAGEMENT BOARD: Bruker Biospin SA Michel Castagné CHAIRMAN: Routin Nord Europe CHAIRMAN OF THE BOARD: Routin America Inc JOINT LEGAL MANAGER: Montania SCI C3 et Houille Blanche Pierre Desvergnes CHAIRMAN CASDEN Banque Populaire CHAIRMAN: Maine Gestion LineBourse SA BANQUE POPULAIRE GROUP 8 DEPUTY VICE CHAIRMAN Banque Populaire Occitane CHAIRMAN OF THE SUPERVISORY BOARD: Assurances BP IARD CHAIRMAN: Castagné SA DIRECTOR: Maaf Assurances PERMANENT REPRESENTATIVE OF MAAF SA ON THE SUPERVISORY BOARD OF: Maaf Vie ON THE BOARD OF DIRECTORS OF: Covea René Clavaud CHAIRMAN Banque Populaire Centre Atlantique CHAIRMAN: Natexis Lease DIRECTOR: Coface Limousin Participation SA Jean-François Comas CHIEF EXECUTIVE OFFICER Banque Populaire Côte d Azur DIRECTOR: Natexis Assurances Natexis Coficiné PERMANENT REPRESENTATIVE OF BANQUE POPULAIRE CÔTE D AZUR, AND CHAIRMAN: Foncière Victor Hugo Société Méditerranéenne d investissement PERMANENT REPRESENTATIVE OF BANQUE POPULAIRE CÔTE D AZUR ON THE BOARD OF: i-bp PERMANENT REPRESENTATIVE OF BANQUE POPULAIRE CÔTE D AZUR, DIRECTOR: SCI Domaine de l Arenas PERMANENT REPRESENTATIVE OF NATEXIS PRIVATE BANKING LUXEMBOURG: Fructilux DIRECTOR: Natexis Asset Management Parnasse Finance S.A. Parnasse MAIF S.A. PERMANENT REPRESENTATIVE OF CASDEN BANQUE POPULAIRE ON THE BOARD OF: Natexis Altaïr Parnasse Services Sicav Valorg Sicav Fructidor SCPI Parnasse Immo PERMANENT REPRESENTATIVE OF PARNASSE FINANCE ON THE BOARD OF: Parnassienne de Crédit PERMANENT REPRESENTATIVE OF CASDEN BANQUE POPULAIRE TO THE CHAIRMAN OF: SAS Finance SAS Parnasse Espace 1 SAS LFI2 LEGAL MANAGER SARL Inter-promo SARL Cour des roches

11 Corporate governance Daniel Duquesne CHIEF EXECUTIVE OFFICER Banque Populaire Loire et Lyonnais DIRECTOR: Natexis Banques Populaires Coface Pierre Noblet DEPUTY VICE CHAIRMAN Banque Populaire Rives de Paris DIRECTOR: Natexis Banques Populaires Natexis Asset Management SEPEL PERMANENT REPRESENTATIVE OF PERMANENT REPRESENTATIVE OF BANQUE POPULAIRE VAL DE FRANCE ON THE BOARD OF: i-bp (Vice-Chairman) CHAIRMAN: Natexis Intertitres Sonodas SAS VICE CHAIRMAN: Natexis Lease BANQUE POPULAIRE LOIRE ET LYONNAIS ON THE BOARD OF: i-bp CHAIRMAN: Garibaldi Capital Développement MEMBER OF THE SUPERVISORY BOARD OF: Volksbank CZ Stève Gentili CHAIRMAN BRED Banque Populaire CHAIRMAN: BRED Gestion Natexis Pramex International François Moutte CHIEF EXECUTIVE OFFICER Banque Populaire des Pyrénées-Orientales, de l Aude et de l Ariège ; Banque Populaire du Midi (since January 1, 2005) PERMANENT REPRESENTATIVE OF BANQUE POPULAIRE DES PYRÉNÉES-ORIENTALES, DE L AUDE ET DE L ARIÈGE ON THE BOARD OF: Natexis Pramex International Socama du Roussillon Socami des Pyrénées-Or. DIRECTOR: Natexis Paiements Delattre Patoux Francis Thibaud CHIEF EXECUTIVE OFFICER Banque Populaire du Sud-Ouest VICE CHAIRMAN: Natexis Paiements DIRECTOR: Natexis Banques Populaires Socami Bordeaux Région Socama Sud-Ouest PERMANENT REPRESENTATIVE OF BANQUE POPULAIRE DU SUD-OUEST VICE CHAIRMAN OF THE SUPERVISORY BOARD: Banque Internationale de Commerce (BIC-BRED) DIRECTOR: Natexis Banques Populaires Coface BRED Cofilease COFIBRED LFI Bercy Gestion Finances + PERMANENT REPRESENTATIVE OF BRED BANQUE POPULAIRE ON THE BOARD OF: BICEC Yvan de La Porte du Theil CHIEF EXECUTIVE OFFICER Banque Populaire Val de France CHAIRMAN OF THE SUPERVISORY BOARD: SBE Richard Nalpas CHIEF EXECUTIVE OFFICER Banque Populaire Toulouse-Pyrénées DIRECTOR: Natexis Banques Populaires Natexis Bleichroeder Inc Natexis Assurances VICE CHAIRMAN: Natexis Bleichroeder SA PERMANENT REPRESENTATIVE OF BANQUE POPULAIRE TOULOUSE-PYRÉNÉES: Natexis Asset Management Immobilier i-bp Maison du Commerçant SA Multi-croissance SAS Socama 31 Irdi S.A. ON THE BOARD OF: i-bp Soprolib Sud-Ouest Jean-Louis Tourret CHAIRMAN Banque Populaire Provençale et Corse CHAIRMAN: Natexis Interépargne Natexis Epargne Entreprise Tourret SAS Proclair SAS DIRECTOR: Natexis Banques Populaires Ciments Lafarge LEGAL MANAGER: Tourret Entreprises Tourret Electronique Proclair Provence Proclair Rhône Alpes 9

12 Chairman s report on the conditions in which the work of the Board of Directors is prepared and organized This report forms an integral part of the Chairman s full report on the conditions in which the work of the Board of Directors is prepared and organized and the internal control procedures in place within the company. It has been prepared in accordance with Art. L of the French Commercial Code (code de commerce) as modified by the French Financial Security Act of August 1, Role and organization of the Board of Directors BANQUE POPULAIRE GROUP 10 Banque Fédérale des Banques Populaires has been a joint stock company (société anonyme) under French law since May 31, Its Board of Directors exercises a certain number of legal functions, which include the responsibilities of Banque Fédérale des Banques Populaires as the central body of the Banques Populaires network. More generally the Board is responsible for supervision and definition of strategy for the Banque Populaire Group, in all its aspects such as expansion, profitability, security, internal structures, information systems and other matters. Each Director is considered as representing all shareholders and is expected in all circumstances to act in the shareholders best interests. Membership of the Board of Directors The Board of Directors of Banque Fédérale des Banques Populaires has sixteen members, all elected by the shareholders in General Meeting. All the Directors are individuals, and the majority of Directors must be either Chairman, Director or Chief Executive Officer of a Banque Populaire bank. Directors exercising one of these roles are selected from two lists of candidates put forward by the Chairmen and Chief Executive Officers of the Banque Populaire banks according to a selection process defined by the Board of Directors. Directors are elected for a three-year term and may stand for re-election.their term expires at the close of the Annual Shareholders Meeting held to approve accounts for the previous year. Each Director is required to hold one Banque Fédérale des Banques Populaires share. Election of the Chairman of the Board Article 11 of the bylaws of Banque Fédérale des Banques Populaires states that the Chairman of the Board is elected by a simple majority for the duration of his or her term as Director. He or she may be re-elected. The bylaws also determine that a quorum of at least half the members of the Board is required to be present for the election to take place, with the chairman then elected by a majority of the votes cast by the Directors present (Article 12). The Chairman of the Board of Directors of Banque Fédérale des Banques Populaires has the title of Chairman of the Banque Populaire Group. Chief Executive Officer The Chairman of the Board of Directors of Banque Fédérale des Banques Populaires is also its Chief Executive Officer (Directeur Général). As such he has the fullest powers to act in the Company s name, subject to compliance with the corporate purpose and except as regards those matters which, by law, are required to be submitted to

13 Corporate governance the shareholders in General Meeting or to the Board of Directors, or which concern the Company s role as central body of the Banques Populaires network and as such are required to be submitted to the Board of Directors under the Company s internal rules. The Chief Executive Officer represents the Banque Fédérale des Banques Populaires in its dealings with third parties. If recommended by the Chairman, the Board of Directors may appoint up to five Deputy Chief Executive Officers to assist the Chairman in his role as Chief Executive Officer. Organization of the work of the Board of Directors The Board of Directors meets at least five times a year, on the dates decided at the beginning of the year.the Chairman may call additional meetings if circumstances so require. The Board of Directors met 11 times in 2004, with an average attendance rate of 98%. This is in keeping with internal rules which stipulate that Directors should make every effort to attend meetings of the Board and of any Committees of the Board of which they are members. Meetings last an average of 4 hours, allowing detailed consideration of the subjects on the agenda. In addition to the meetings held to approve financial statements for the first half of the year and the full year, and the meeting that follows the Annual Shareholders Meeting in May, whose agenda is exclusively devoted to renewing the Office of the Board, Board meetings are held to review operations of Banque Fédérale des Banques Populaires and the Banque Populaire Group and to discuss the main topical issues affecting the Banque Populaire Group. As well as approving the financial statements of Banque Fédérale des Banques Populaires and the Banque Populaire Group, the Board takes all decisions relating to the Group s strategy. Any major strategic investments undertaken by other Group entities, such as Natexis Banques Populaires, are first submitted to the Board for approval. Four times a year the Board hears a detailed report on the work of the Group Risk Management Committee.Acting on the recommendations of the Committee the Board then takes any decisions it deems appropriate. Directors receive an agenda and full set of notes and additional information around eight days before each meeting.the Board places great importance on explaining clearly the decisions it takes. A summary of the decisions taken is distributed in the days following the Board meeting to all Directors and all Directors of the Banque Populaire Group (Chairmen and Chief Executive Officers of the Banque Populaire banks). Detailed minutes of Board Meetings are produced recording the discussions that took place for each agenda item.after approval by the Board of Directors a copy of these minutes is supplied to all Directors and all Directors of the Banque Populaire Group. It should be noted that eleven Directors sit on the Boards of Directors of both Banque Fédérale des Banques Populaires and Natexis Banques Populaires. Decisions of the Board of Directors The internal rules of Banque Fédérale des Banques Populaires stipulate that a formal ballot of Directors must be held for all decisions concerning the approval of financial statements, the budget, the resolutions to be tabled at Shareholders Meetings and all key strategic and policy issues submitted to the Board by the Chairman. Office of the Board The Office of the Board comprises the Chairman, three Vice-Chairmen including two Chairmen of Banque Populaire banks and one Chief Executive Officer of a Banque Populaire bank and a Secretary, who must also be a Chief Executive Officer of a Banque Populaire bank.the Office of the Board does not have decision-making powers but the Chairman may call meetings of its members to inform or consult them on matters falling within his authority. Independent Directors The concept of an Independent Director, as defined by the Bouton report, is not particularly well suited to Banque Fédérale des Banques Populaires. As the central body of a cooperative group, it is natural that the Board of Banque Fédérale des Banques Populaires should be composed of representatives of the Banque Populaire banks.these banks hold over 99% of the Company s capital (as at December 31, 2004) in their capacity as lending establishments affiliated to Banque Fédérale des Banques Populaires by law. However, under internal rules, the seats on the Board are not held by the Banque Populaire banks, but by individuals. Despite being the Chairmen or Chief Executive Officers of Banque Populaire banks, Directors do not sit on the board as representatives of their respective banks, but as part of the corporate governance structure of the Banque Populaire Group, exercising the powers devolved to Banque Fédérale des Banques Populaires by law. 11

14 >>> Code of ethics Article 11 of the Company s internal rules draws the Directors attention to legislation banning the use of insider information about the Group s listed subsidiaries that the Directors may have access to in their capacity as Directors of Banque Fédérale des Banques Populaires. except that members of the Office of the Board and the Committees of the Board receive an additional share for each additional post held. Members of more than one Committee of the Board receive a separate share for each Committee of which they are a member. BANQUE POPULAIRE GROUP 12 Independent internal audit function The Board of Directors is responsible for guaranteeing the independence of the internal audit function.the internal auditors have full authority to require the audited entities to provide them with all necessary documents and information to enable them to carry out their audit.they also have unrestricted access to all of the computer applications used by the Group. Assessment of the Board s performance The performance of the Board of Directors of Banque Fédérale des Banques Populaires is measured primarily by the frequency of its meetings, the wealth of information made available to Directors who also sit on the Boards of Banque Populaire banks and the openness of discussions on the various matters submitted to the Board. The representative nature of the Board and the manner in which its meetings are conducted ensure that the Board fulfils its stewardship role as the central governing body of the Banque Populaire Group, assuming full responsibility for determining group strategy and policies. Directors fees The fees awarded to the Board of Directors by shareholders in General Meetings are shared equally among the Directors (1), (1) Details of the amounts received by individual Directors are given in the section Directors Fees. Main subjects adressed by the Board of Directors during 2004 During 2004 the Board of Directors approved a number of important transactions for the Banque Populaire Group and heard reports on operations within the Banque Populaire Group, with all items being fully discussed. It approved the acquisition of a 25% stake in Volksbank International, the holding company for stakes in banking subsidiaries of ÖVAG (the central body of Austria s Volksbanken cooperative banks) in Central and Danubian Europe. It approved the creation of a retail banking activity in Algeria. It made decisions regarding significant aspects of the organization of the Banque Populaire Group, or relating to enhancement of its federal and cooperative structures. It approved closer regional links between Caisses de Crédit Maritime Mutuel and the appropriate local Banque Populaire bank. It approved the creation of Banque Populaire Rives de Paris through the merger of Banque Populaire BICS and Banque Populaire Nord de Paris. It launched an action plan to develop the member-stakeholder base of all the Banque Populaire banks and encourage stakeholder initiatives from its member clients. It also launched a sustainable development program, seeking to encourage the widespread use throughout the Banque Populaire Group of the successful initiatives of the Banque Populaire banks that have been most active in this field. In the area of technology, the Board carried out an in-depth review of progress and plans at i-bp (informatique-banque Populaire), following the merger during 2004 of the regional processing centre into this single platform. It approved the electronic payment services agreement offered by Natexis Banques Populaires to the Banque Populaire banks and voted for the adoption by all Banque Populaire banks of additional systems for the internet. It heard detailed reviews of business activity and growth at Banque Populaire Group, which it debated. On two occasions (May 26 and November 17) it heard minutes of meetings of the Risk Management Committee of Banque Fédérale des Banques Populaires. The management report on internal control procedures at Banque Populaire Group was presented to the meeting of April 21, 2004.

15 Corporate governance Committees of the Board As part of the modernization of its organization inspired by the Viénot report of 1999, the Board of Directors of Banque Fédérale des Banques Populaires reviewed its corporate governance structures and decided to create two new specialist committees The Audit Committee and the Remuneration Committee alongside the Group Risk Management Committee. Each of these Committees has four members (two Chairmen and two Chief Executive Officers of a Banque Populaire bank) nominated by the Chairman and elected by the Board of Directors of Banque Fédérale des Banques Populaires. Minutes of meetings of the Committees are drawn up and the Chairman of each Committee reports to the Board on the work of his Committee. As with the Group Risk Management Committee, these Committees serve to advise and assist the Board of Directors of Banque Fédérale des Banques Populaires. Group Risk Management Committee The Group Risk Management Committee took over from the Central Lending Committee which had been set up under the law of 1929.The Board of Directors meeting of June 20, 2001 decided that the composition of the new committee and its terms of reference would be unchanged compared with its predecessor, in accordance with the powers vested in Banque Fédérale des Banques Populaires as central body of the Group under Art. L of the Monetary and Financial Code. In November 2002, the Board of Directors of Banque Fédérale des Banques Populaires changed the terms of reference of the Group Risk Management Committee by creating a separate Risk Management Committee for Banque Fédérale des Banques Populaires The Group Risk Management Committee meets four times each year in plenary session to review reports dealing with the Banque Populaire Group s risk assessment and monitoring system and internal control procedures, as required by French banking regulations. It independently monitors overall risk on an ex-ante and ex-post basis. Monitoring is based on regular standardized counterparty risk reports providing analyses of industry and country risks and a breakdown between interbank, sovereign and client risks, as well as on interest-rate and liquidity risk reports.the Committee is also charged with examining overall risk strategies, exposure limits and internal control systems. Following this review, the Committee makes recommendations to the Board of Directors regarding any risk management decision applicable to all Banque Populaire Group entities. The Group Risk Management Committee meets twice each year in plenary session to hear reports regarding risk assessment and monitoring and an appraisal of internal control systems of Banque Fédérale des Banques Populaires. Plenary sessions of this Committee are chaired by the Group Chairman.The Committee is made up of six Directors including the four members of the Office of the Board.They are also attended by the Chief Operating Officers and Deputy Chief Executive Officer of Banque Fédérale des Banques Populaires, the Chief Executive Officer of Natexis Banques Populaires and the head of Internal Audit. No Executive Directors attend meetings to review reports concerning Banque Fédérale des Banques Populaires. Experts or line managers from any of the Group s banks may be invited to attend to provide additional insight into the matters under review. Decisions in the plenary sessions are taken by a two-thirds majority. Minutes of the plenary sessions are presented to the Board of Directors of Banque Fédérale des Banques Populaires for consideration. The Group Risk Management Committee holds a monthly meeting, with restricted attendance, to review the main counterparty risks at each Group bank on a consolidated basis or at the Banque Populaire Group as a whole, as well as any loans made to Directors of the Banque Populaire banks, thus helping prevent any conflicts of interest. The monthly meeting of Group Risk Management Committee is attended by three standing members and three substitute members appointed for one year by the Board of Directors of Banque Fédérale des Banques Populaires on the recommendation of the Chairman after the Annual Shareholders Meeting. The Chairman of the monthly Group Risk Management Committee meeting is chosen from among the Chairmen of the Banque Populaire banks who are members of the Office of the Board. His or her substitute does not have to be a member of the Office of the Board.The two Chief Executive Officers sitting on the monthly committee are selected from those Directors who are not members of the Office of the Board.Their substitutes may be members of the Office. Decisions are adopted by at least two votes to one. The Audit Committee The Audit Committee, independently of the Executive Directors of the Group 13

16 >>> entities, reviews the company and consolidated financial statements of Banque Fédérale des Banques Populaires prior to their submission to the Board of Directors and the consolidated financial statements of the Banque Populaire Group.The Committee is responsible for ensuring that accounting policies are appropriate and are applied consistently from one year to the next, and for assessing the reasonableness of the main assumptions used to prepare the financial statements. It also makes recommendations to the Board concerning the choice of Statutory Auditors, their audit program and the fee budget. It meets at least twice a year. Meetings are attended by the Statutory Auditors. The Committee may also request the presence of other individuals who in one way or another are involved in the production or supervision of financial statements, including members of the Finance and Internal Audit Departments. Remuneration Committee The Remuneration Committee makes recommendations to the Board concerning the compensation, pension benefits and other benefits awarded to Executive Directors.The Directors concerned are not present at meetings at which their compensation and benefits are discussed. The Chairman of the Board may also ask the Committee to examine any issues relating to the overall compensation and benefits policy for Executive Directors of Banque Populaire Group entities, prior to bringing these matters before the full Board for consideration. During 2004 the Remuneration Committee of the Banque Populaire Group, chaired by Philippe Dupont, met to review the compensation of Group Executives, in accordance with its remit. All Committee members were present. After examining the effective compensation paid in 2003 to Executive Directors of the Banque Populaire regional banks and Banque Fédérale des Banques Populaires, the Committee put forward recommendations for 2004.These were relayed to the Executives of the regional banks in order to be approved by the regional Remuneration Committees. Two work sessions took place before these meetings, in which the Committee examined the criteria used to determine the fixed and variable components of compensation. The fixed component is determined according to three criteria: net banking income, career mobility, seniority in the position. For 2004 as for 2003, the variable element is determined based on performance in three areas: net banking income, cost/income ratio, return on equity. 14 BANQUE POPULAIRE GROUP

17 Corporate governance COMMITTEE CHAIRMAN MEMBERS ATTENDANCE NUMBER OF MEETINGS RATE IN 2004 Group Risk Management Committee Group Risk Management Committee Plenary Session 1 st half 2004 (1) Philippe Dupont (2) R. Clavaud, C. Hébrard, F. Thibaud, Y. de la Porte du Theil, F. Moutte, R. Nalpas 2 nd half 2004 (1) Philippe Dupont (1a) (3) R. Clavaud, C. Cordel, F. Moutte, Y. de la Porte du Theil, R. Nalpas, F. Thibaud 98% 4 concerning the Group 2 concerning Banque Fédérale des Banques Populaires Group Risk Management Committee Monthly Session 1 st half 2004 René Clavaud (2) Members (2) Y. de La Porte du Theil, F. Moutte Substitutes (2) J-F. Comas, R. Nalpas, J-L. Tourret 89% 9 2 nd half 2004 René Clavaud (3) Members (3) Y. de La Porte du Theil, F. Moutte Substitutes (3) J-F. Comas, R. Nalpas, J-L. Tourret Audit Committee 1 st half 2004 Richard Nalpas (4) (4) C. Cordel, M. Devianne, F. Thibaud 2 nd half 2004 Richard Nalpas (4) (4) P. Desvergnes, F. Thibaud, J-L. Tourret, 100% 2 Remuneration Committee 1 st half 2004 Philippe Dupont (5a) (5) R. Clavaud, C. Hébrard, R. Nalpas, F. Thibaud, 2 nd half 2004 Philippe Dupont (5a) (5) R. Clavaud, C. Cordel, R. Nalpas, F. Thibaud, 100 % 2 15 (1) 1 st half 2004: appointed by the Board of Directors of Banque Fédérale des Banques Populaires meeting on June 18, nd half 2004: appointed by the Board of Directors of Banque Fédérale des Banques Populaires meeting on May 27, 2004 (1a) When the Group Risk Management Committee considers issues relating to Banque Fédérale des Banques Populaires, it is chaired by René Clavaud (2) Appointed until the Annual Shareholders Meeting held to approve financial statements for 2003 (3) Appointed until the Annual Shareholders Meeting held to approve financial statements for 2004 (4) Appointed for the term of their appointment as Directors of Banque Fédérale des Banques Populaires (5) Appointed for the term of their appointment as members of the Office of the Board of Banque Fédérale des Banques Populaires (5a) When the Remuneration Committee considers issues relating to Banque Fédérale des Banques Populaires, it is chaired by René Clavaud

18 Corporate Governance rules for the Banque Populaire banks On November 20, 2002 the Board of Directors of Banque Fédérale des Banques Populaires approved a Corporate Governance Charter for the Banque Populaire banks and Framework Internal rules for their Boards of Directors. BANQUE POPULAIRE GROUP 16 T he charter establishes the corporate governance rules for the Banque Populaire banks as well as governing standards of behavior for their Directors. It sets out the responsibilities of the Board of Directors, Chairman, Chief Executive Officer and Consultative Committees of the Banque Populaire banks. The Banque Populaire banks are cooperative banks, and their member-stakeholders play a central role in their organization. Boards of Directors are made up of member-stakeholders, who are clients like any others.the Group Risk Management Committee oversees lending decisions regarding these Directors, to avoid conflicts of interest. Well before the new French corporate governance law came into effect on May 15, 2001, the Banque Populaire banks had already taken action to improve the effectiveness of their management structures by separating responsibility for overall strategy and control from that for the implementation of strategy and day-to-day running of the business, through the allocation of these responsibilities to the Chairman and Chief Executive Officer respectively. Responsibilities of the Board of Directors Members of Boards of Directors are drawn from key players in the local economy of the Banque Populaire bank in question. The Directors derive their authority from the memberstakeholders, whether individuals or organizations, from amongst whom they are elected.the Annual General Meetings of memberstakeholders represent a high point in the life of a cooperative bank, allowing broad-based participation in its affairs, the free flow of information, transparency and an informed exchange of views. The Board of Directors collectively represent all member-stakeholders and are bound to act in all circumstances in the best interests of the member-stakeholders of the Banque Populaire cooperative bank. Directors have no individual powers of management, exercising their powers only collectively through the Board of Directors. Directors code of conduct Each Director must understand that he or she represents all member-stakeholders and behave accordingly in the fulfillment of his or her duties. Directors must allocate to their duties the time and care necessary.they must make all reasonable efforts to attend meetings of the Board of Directors and the General Meeting.Training events are offered to Directors as required. Where Directors, in exercising their duties, gain access to information not yet in the public domain, they are bound by a duty of confidentiality and professional secrecy. Directors who sit on Consultative Committees are expected to meet the same standards as apply to all Directors, namely loyalty, diligence, competence, confidentiality and professional secrecy. Directors are expected to make a more general contribution to promoting the image of their Banque Populaire bank in the regional community and economy. They play an active part in encouraging and introducing new business. The organization of the Board of Directors The Directors elect from their number a Chairman for a renewable term of three years, providing that this does not exceed the term of his or her mandate as a Director or go beyond the date of his or her sixty-fifth birthday. Beyond this date, the Chairman s mandate is for a term of one year, and may not exceed the statutory age limit set by the General Meeting held to approve accounts in the year of his or her sixty-eighth birthday. On the recommendation of the Chairman, the Board of Directors appoints a Chief Executive Officer, who may not be a member of the Board, for a renewable term of five years or until his or her sixtieth birthday. Beyond the date

19 Corporate governance of his or her sixtieth birthday, the Chief Executive Officer s mandate is for one year and may not exceed the statutory age limit set at the date of his or her sixty-fifth birthday. The Board of Directors adopts internal rules governing the organization and work of meetings of the Board and of its Consultative Committees. On the recommendation of the Chairman, the Board of Directors may set up and determine the membership of the following Consultative Committees: A Risk Management Committee An Audit Committee The Board of Directors may elect to combine the roles of these two committees in a single body to be known as Audit and Risk Management Committee. The purpose of these committees is to: 1/ review, on a company and consolidated basis, the main indicators from risk monitoring systems, findings of the internal control processes and the main conclusions of the Internal Auditors, in accordance with banking regulations; 2/ analyze financial statements and other financial documents produced by the bank following approval of accounts and to conduct further enquiries into particular areas before such documents are brought before the Board of Directors. In addition, the Board of Directors may elect to create two other committees: A Remuneration Committee responsible for drawing up, in the absence of those concerned, any proposal concerning the employment terms of Executive Officers.The Committee s proposals must be in accordance with Group policy regarding Executive remuneration. A Member-Stakeholder Policy Committee, which, if set up, is responsible for bringing forward proposals to develop and promote the cooperative aspects of the company, through steady increases in the number of member-stakeholders, a balanced distribution of capital, publicity policy and involvement in local cooperative ventures amongst other things. The powers of the Board of Directors Strategy and operational structure The Board of Directors is responsible for setting the bank s overall strategy and policy, in accordance with the strategy and policy of the Banque Populaire Group. It determines key strategic policies based on joint recommendations of the Chairman and Chief Executive Officer and makes periodic checks on their implementation in terms of the fundamental issues of growth, profitability, security and the adequacy of the resources employed. Risk control The board of directors is responsible for controlling the major risk exposures of the bank and ensuring the quality and reliability of internal control systems in accordance with banking regulations (CRBF97-02). It sets the overall direction of lending policy and sets exposure limits regarding the division and distribution of risk and its relationship with the bank s capital. It determines the exposure thresholds above which it must be consulted, ensures compliance with the procedures relative to the powers of the Group Risk Management Committee of Banque Fédérale des Banques Populaires, and monitors exposure using overall information on the cases considered by the Group Risk Management Committee and on the portfolio as a whole. It sets overall limits for other major areas of financial risk, with regard to the bank s ability to bear potential losses, and monitors the compliance with these limits and the level of risk using the regular information with which it is provided to this end. The Board of Directors also reviews the procedures for controlling operational risk, relating to information systems, accounting, fraud and embezzlement, procedures, and legal risks. It sets targets regarding internal control and risk control having reviewed the reports submitted to it, and in particular following review of those reports required by law or regulation. The results of any external checking carried out on the bank by Banque Fédérale des Banques Populaires or by the Banking Commission or other regulators are submitted to the Board of Directors for discussion. The Board is responsible for monitoring the implementation of any recommendations made as a result of such checks. The Board is required to take without delay, any measures or corrective steps necessary to protect the financial and economic balance of the bank and thus preserve its competitiveness. In more general terms, the Board of Directors is responsible for ensuring that the controls and checks in place are adequate for their purpose and for making such further controls and checks as it considers necessary. Capital remuneration policy The Board of Directors sets the rate of capital remuneration. This rate must be compatible with the creation of such provisions and reserves as may be required to ensure adequate cover of risk exposure, and with ensuring that the bank has sufficient resources to allow its growth. The rate is set within the legal maximum level for interest paid on shares in its capital. The Board of Direction sets the level of the transfer of reserves to capital funds, ensuring that the requirement that these be exceptional in nature is met. 17

20 BANQUE POPULAIRE GROUP 18 >>> The Responsibilities of the Chairman The Chairman is one of the two Directors with responsibility under the terms of the Monetary and Financial Code. As a result he or she is one of the two key contacts for the banking authorities and must, therefore, have a clear overall view of the bank s operations in order to fulfill his or her duties. Due to the separation of functions the Chairman does not have responsibility for the Executive Management of the bank. He or she is not the legal representative of the bank and can not make undertakings on its behalf to third parties. Management of the Board of Directors The Chairman is responsible for managing the Board of Directors and is also the natural point of contact for the bank s executives, member-stakeholders and third parties in their dealings with the Board. The Chairman is responsible for the proper running of the management structure of the bank in the form of the Board of Directors, Executive Management and General Meetings, and for ensuring compliance with the legal requirements on the responsibilities of the Board: setting the remuneration of Executives, setting and distributing Directors fees, the maximum level of which is determined by the General Meeting, and informing the Board of regulated and non-regulated agreements. The Chairman organizes and directs the work of the Board and reports on this work to the General Meeting.To this end the management report to the General Meeting provides information regarding the work of the Board such as the number of meetings held during the year, the main topics discussed and the work of the Consultative Committees. The Chairman determines the agenda for meetings of the Board of Directors and thus has the power to raise subjects for discussion. The Chairman ensures that the minutes of meetings of the Board of Directors give a full summary of the work of the Board. A copy of these minutes is supplied to Banque Fédérale des Banques Populaires following their approval by the Board of Directors. The Chairman will use the decisions of the Board of Directors of Banque Fédérale des Banques Populaires to guide the Board of Directors in the overall direction to follow and requirements that must be met. Relationships with the Chief Executive Officer and the Group The Chairman works with the Chief Executive Officer in preparing the strategic decisions to be submitted to the Board and for the implementation of which the Chief Executive Officer is responsible. As one of the two key points of contact for the Group, alongside the Chief Executive Officer, the Chairman ensures that the policies adopted by the Board of Directors are in keeping with those determined by the Group.The Chairman plays an active part in the federal life of the Group, participating in federal conferences and commissions, meetings of Chairmen of the Banque Populaire banks and so on. The Chairman represents his or her Banque Populaire bank at the General Meetings of Banque Fédérale des Banques Populaires. Should the Chairman be unable to attend, the bank will be represented either by a Director chosen by the Chairman or by the Chief Executive Officer. Through permanent contact with Executive Management, the Chairman ensures that the strategies and policies approved by the board are being implemented, and also remains informed about the overall conduct of the bank s operations. The Chairman appends his or her signature to documents relating to the Group Risk Management Committee alongside that of the Chief Executive Officer and ensures that the decisions of this body are respected. Both the Chairman and Chief Executive Officer are systematically informed of the Group Risk Management Committee s findings by Banque Fédérale des Banques Populaires. The Chairman receives Internal Audit reports from Banque Fédérale des Banques Populaires and reports from Banking Commission inspections and ensures that Board is fully informed of the findings of inspections carried out by the Banking Commission or other regulatory bodies.the Chairman also ensures that the minutes of the Board meeting at which the Banking Commission s letter was discussed are provided to the Banking Commission. The responsibilities of the Chief Executive Officer Executive responsibility The Chief Executive Officer, as a responsible Director under the Monetary and Financial Code, works with the Chairman to propose choices of strategy to the Board of Directors and ensures that these are in keeping with the strategy and policies defined by the Group. Thus alongside the Chairman, the Chief Executive Officer is the bank s representative and point of contact for Group bodies and supervisory and regulatory organizations.the Chief Executive Officer also participates in the federal life of the Group. The Chief Executive Officer is responsible for the implementation of strategies and policies approved by the Board of Directors. The Chief Executive Officer is appointed by the Board of Directors and answers to the Board on

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