the groupe crédit coopératif
Transcription
the groupe crédit coopératif
Crédit Coopératif Annual financial statements 2004 GROUPE BANQUE POPULAIRE GROUPE CRÉDIT COOPÉRATIF CONTENTS ■ PRESIDENT’S MESSAGE 2 ■ ORGANISATION OF THE CREDIT COOPÉRATIF GROUP 4 ■ KEY FIGURES FOR THE CREDIT COOPÉRATIF GROUP 6 ■ BOARD OF DIRECTORS – composition - 8 ■ MANAGEMENT REPORT FOR THE CREDIT COOPÉRATIF 9 Intermediate operating totals 20 Earnings record for the last five financial years 21 ■ FINANCIAL INFORMATION – PARENT-COMPANY FINANCIAL STATEMENTS 23 Balance sheet and off-balance-sheet statement at 31 December 2004 24 Income statement 26 Notes to the financial statements 28 Statutory auditors’ general report 44 Statutory auditors’ special report 45 ■ MANAGEMENT REPORT FOR THE GROUPE CREDIT COOPÉRATIF 46 Consolidated activity 47 Intermediate operating totals 54 ■ FINANCIAL INFORMATION – CONSOLIDATED FINANCIAL STATEMENTS 55 Balance sheet and off-balance-sheet statement at 31 December 2004 56 Income statement 58 Notes to the financial statements 60 Statutory auditors’ report 81 ■ PRESIDENT’S ANNUAL REPORT 82 ■ STATUTORY AUDITORS’ REPORT 89 ■ DRAFT RESOLUTIONS SUBMITTED TO THE MEMBERS’ GENERAL MEETING 90 ■ THE CREDIT COOPÉRATIF BRANCH NETWORK 92 TL h e eG G r or uo u p ep e C C r ér dé idti t C C o o po ép ré ar ta itfi f The President’s message 2004 has turned out to be a satisfactory year in all respects for the Groupe Crédit Coopératif. The past year saw the final stages of the historic transition resolutely undertaken in late 2002 under the memorandum of agreement signed with the Groupe Banque Populaire. As forecast, we have seen our capabilities for action expand to ensure that we remain a self-sustaining, multi-specialist bank of national significance, proud to assert its partnerships with its members and their movements, and fostering an especial commitment to the social economy. We have affirmed our place in our new group, the Groupe Banque Populaire, involving ourselves in its action and cohesion, while also pursuing our own specialist business line. For the first time, we have consolidated in the financial statements all the credit institutions with which the Crédit Coopératif has ties through partnership agreements. These were financial tools at the service of our members, and were affiliated to the Caisse Centrale de Crédit Coopératif; our naturally close and congenial relations have been maintained on this new footing. Obviously, this widening of the group’s base has contributed to our results, but the chief factor in the growth of our earnings is the dynamism of the fundamental activity of the Crédit Coopératif and its subsidiaries, to whose staff we must express our thanks for their very strong involvement. All the business objectives have been fulfilled and even, in most cases, exceeded. We have: - modernised our branch network, opened a new branch at Aix-enProvence and bolstered our sales force; - asserted our ability to work in partnership, for example with the Fédération Française du Bâtiment (French building-trades association), the Fédération nationale des sociétés coopératives d’HLM (French national cooperative low-income housing boards’ federation) or the Confédération Générale des SCOP (confederation of workers’ cooperatives); - migrated our IT system to UNIX in order to adapt to present and future needs; - turned to good account our asset-management capabilities, as recognised by the further Trophée awards received by Ecofi Investissements; - considerably expanded our equity base. 2 All this requires continuity and visibility in our corporate governance. Accordingly, our Board of Directors, the cornerstone of the democratic governance which is fundamental to a cooperative group such as ourselves, was renewed in 2004 so as to be more representative of all our members. It reflects our growing significance in the French and European social economy. Thus, after the reform of the local and regional bodies, the changes have put our whole cooperative existence on a modern footing of readiness, inviting all our customer-members to involve themselves in the life of a bank of which they are the owners, to support and advise it in designing and marketing its products and services, so as to match their interests as closely as possible. In this spirit, we have provided a driving role, on a European and a world stage, in the framing of new international accounting standards, in our defence of the equity status of cooperatives’ shares. We have also worked hard, in implementing the new solvency ratio applicable to banks, to ensure that the special features of non-profit-making associations are taken into account. And the President of the Crédit Coopératif, who is already very much involved in the proceedings of both national and international bodies, has just been appointed president of the CEGES(1) and the CEP-CMAF(2): to be at the service of the social economy, is part of what the Crédit Coopératif stands for; to be at the hub of the trends and developments in the bodies that compose it, is its ambition. Jean-Claude Detilleux President of the Groupe Crédit Coopératif (2) European Standing Conference of Cooperatives, Mutual Societies Associations and Foundations. TLhee GGrroouuppee CCrrééddiitt CCooooppéérraattiiff ei n 2 0 0 3 Photo: M. Labe lle (1) Conseil des Entreprises, Employeurs et Groupements de l’Economie Sociale (French council of businesses, employers and groupings in the social economy); 4 GROUPE CRÉDIT COOPÉRATIF THE CREDIT COOPÉRATIF T H E C R E D I T C O O P É R AT I F The Crédit Coopératif is a cooperative bank of which the capital is owned by its customer- members, mainly legal entities. Created in the late 19th century by cooperators who formed their own bank so as to have access to credit, today it responds to the full range of needs of businesses and bodies in the social economy, which are its prime customers: cooperatives and consortia, SME-SMI groupings, charitable and voluntary organisations and services, mutual societies, social-housing operators, and those engaged in the fight for social inclusion, … A pioneer of socially-committed finance in France and Europe, it is also a bank embodying a bond of affinity with individuals and legal entities that wish to give a different meaning to their banking relationship. The Crédit Coopératif is a société cooperative anonyme de banque populaire (a social-banking cooperative in the form of a public limited company). With an interest in the capital of the Banque Fédérale des Banques Populaires, it is one of the parent companies of the Groupe Banque Populaire of which, on account of its expertise and its special role, it is the unit specialising in the social economy. A banking group The Crédit Coopératif is an all-round banking group with subsidiaries, “partner” institutions, and partnership-based investments in subsidiaries. Its subsidiaries are specialised by business line or by product. BTP Banque is the financial tool dedicated to businesses and institutions in the building and civil-engineering industries. Ecofi 4/5 Investissements, an asset-management company, manages a widely-diversified range of products. Inter-Coop and Coopamat provide their specialist know-how in real-estate and equipment finance leasing, BTP Capital Investissement provides corporatefinance expertise, Batinorest provides finance for business real estate in the Nord Pas de Calais region… From the close links the Group naturally maintains with its members and their movements were born institutions providing mutual credit or the related mutual guarantees. It underpins the liquidity and solvency of these institutions under partnership agreements. To widen the scope of its operations, it has frequent recourse to partnerships, within the Groupe Banque Populaire or, for example, with the Groupe Esfin-Ides for venture- and development-capital activities, the Groupe Azur GMF for insurance, the Caisse des Dépôts for the development of the socially-responsible and -committed economy. Some of these ventures involve the taking of a long-term equity interest. A cooperative bank As a cooperative bank, the Crédit Coopératif attaches great importance to the day-to-day embodiment of the values of "working together". Its members are given the opportunity of involving themselves in the life of their bank through consultation and decisionmaking bodies: branch meetings, management committees, the national council and board of directors. Their composition, through the presence of the movements unifying the members, enables their diversity to be genuinely taken into account. A soundly-based group The Crédit Coopératif, through its interest in the capital of the Banque Fédérale, is one of the parent companies of the Groupe Banque Populaire. Under the French Banking Act, it is affiliated to the Banque Fédérale des Banques Populaires, the central managing body of the Groupe Banque Populaire. Accordingly, it enjoys that group’s rating as the France’s 6th-largest banking group. GROUPE CRÉDIT COOPÉRATIF THE GROUPE CRÉDIT COOPÉRATIF The members Banque Fédérale des Banques Populaires The central body for the Crédit Coopératif CREDIT COOPERATIF social-banking cooperative in the form of a public limited company Investments in subsidiaries on a partnership basis Associate credit institutions Subsidiaries ESFIN-IDES Banque EDEL BTP Banque Banque Populaire Développement Caisse Solidaire du Nord Pas-de-Calais IRD Nord Pas-de-Calais Société financière de la NEF Croissance Nord Pas-de-Calais Gedex Distribution Rhône Dauphiné Développement SIFA Socorec Mutual-guarantee company: CMGM Coopamat (equipment finance leasing) Inter-Coop (real-estate finance leasing) ECOFI Investissements (portfolio management company) France Active Garantie IFCIC CGI Bat Cap West Equities BISE SEFEA AMOS et Cie SME-SMI financing cooperatives: Nord Financement Sofigard Sofindi Sofirif Sofiscop Sofiscop Sud-Est Somudimec Somupaca BTP Capital Investissement (equity finance for the building and civil-engineering industry) Batinorest GROUPE CRÉDIT COOPÉRATIF KEY FIGURES FOR THE GROUPE CRÉDIT COOPÉRATIF IN 2004 (EUROS MILLION) RESULTS* Net banking income General expenses Gross operating profit Cost of risk Corporation tax Appropriation to the General banking risk reserve (of which FRS [special reserve]) NET INCOME attributable to Group 2003 2004 242.6 182.8 59.8 - 16.4 - 12.4 264.9 192.9 72.0 - 17.5 - 17.8 - 1.2 - 3.8 21.9 30.8 ÉVOLUTION 9.2 % 5.5 % 20.4 % 6.8 % 43.6 % 40.8 % S U M M A R Y BA L A N C E S H E E T * (EUROS BN) 2003 2004 2.64 4.34 0.32 0.22 3.57 4.64 0.19 0.22 7.52 8.62 2003 2004 0.81 4.78 0.75 0.48 0.70 1.06 5.55 0.70 0.52 0.79 7.52 8.62 Solvency ratio 11.34 % 11.77 % Return on net assets** **6.88 % 8.46 % Operating ratio 75.36 % 72.82 % Outstanding loans to customers (bn) (excl. related receivables) 4.28 4.60 Customer deposits outstanding (bn) UCITS under management 4.75 5.19 5.52 5.84 ASSETS Interbank operations and securities portfolio Customer loans Miscellaneous Securities held as long-term investments (1) T O TA L LIABILITIES Interbank operations Customer deposits Bond issues Miscellaneous Equity capital (1) T O TA L (1) Including stock exchanged on repo and reverse repo. * 2003: pro forma financial statements drawn up according to the 2004 consolidation scope. ** 2003: on the basis of the former consolidation scope. 6/7 GROUPE CRÉDIT COOPÉRATIF KEY FIGURES FOR THE GROUPE BANQUE POPULAIRE AT 31 DECEMBER 2004 PROFILE 22 94 2,770,000 6,600,000 44,509 2,692 116 Banques Populaires social banks (1) Mutual-Guarantee companies Members Customers Staff(2) Branches Foreign business bases (Natexis Banques Populaires and Coface) R E S U LT S (EUROS MILLION) 7,640 2,545 1,174 1,059 Net banking income Gross operating profit Earning power Net income attributable to Group (EUROS BN) 17.2 9.1 % Total equity Tier one ratio (EUROS BN) 121.3 94.8 97.4 398 Loans outstanding(3) Ordinary deposit savings accounts Planned (financial) savings(4) Custody of securities (3) (1) 20 regional Banques Populaires, CASDEN Banque Populaire and the Crédit Coopératif (2) Serving staff (3) Excluding repo and reverse repo operations (4) Net assets of UCITS, employee savings schemes, life assurance and other financial savings CRÉDIT COOPÉRATIF BOARD OF DIRECTORS DIRECTORS Jean-Claude DETILLEUX, President and Chief Executive Jean-Louis BANCEL, Delegate Vice-President * UNAPEI – National Union Of Associations Of Parents And Friends Of Mentally-Handicapped Persons Raymond GEDOR, Vice-President FCC – Trade Association Of Retail Traders’ Cooperatives Retail Traders’ Association Philippe ANTOINE, Vice-President FNMF – French Mutual Societies’ National Federation C.G. SCOP Jean GAUTIER FNCC – National Federation Of Consumers’ Cooperatives René LIOUVILLE Non-Profit Making Gilbert HENNIQUE Housing Social Union Claude TAFFIN UNIOPSS – National Interfederal Union Of Private Health And Welfare Organisations Hubert ALLIER CNCC – National Cooperative Credit Council Jean-Marie MIRAMON FNSC D’HLM – National Federation Of Cooperative Low-Income Housing Boards Daniel CHABOD Teachers' League Jean-Marc ROIRANT FFB – French Building Trades Association Christian GAY CMGM – Mutual Guarantee Fund For Mechanical-Engineering And Metal Processing Industries Martine CLEMENT FNMI – National Federation Of Interprofessional Mutual Societies Maurice RONAT GMF – Public Employees’ Mutual Guarantee Institution Thierry DEREZ UNAT – National Union Of Associations For Tourism And Open-Air Activities Jean-Marc MIGNON DIRECTORS ELECTED BY THE EMPLOYEES Association UCEL Jean DUPUIS SCCMM – Central Shipowners’ Credit Society Michel GIBLAINE SOCOREC – Cooperative Society For Retailers’ Renovation And Capital Investment Hervé AFFRET ESFIN François SOULAGE CCMCM – Confederation Of Shipowners’ Cooperation, Mutual Societies And Credit * Jean-Luc de FEUARDENT Société Financière de la NEF * Philippe LECONTE Alain LATREMOUILLE Charles DELANNOY Françoise GIRMA-ROMEYER WORKS COUNCIL REPRESENTATIVE Colette PINEL Sylvie CALIXTE EXTERNAL CORPORATE SUPERVISORS SOCODEN-FEC – Cooperative Mutual-Aid Society – Confederal Economic-Development Fund Jacques LANDRIOT CNCC – Crédit Coopératif National Council Michel VALLADE MAI – Tax Employees’ Mutual Health Insurance Society Jean-Claude NERISSON UNAS-SAD – National Union Of Home Help And Home Care Associations André FLAGEUL FFCGA – French Trade Association Of Small-Business Cooperatives And Groups Hubert LIBOTTE ✧✧✧✧ STATUTORY AUDITORS Incumbent KPMG Audit SOFIDEEC "BAKER TILLY" Alternate Pascal BROUARD Christian LAIRY DELEGATE MANAGING DIRECTORS Pierre LAJUGIE de LA RENAUDIE François DESPORTES Alain TRUTIE de VAUCRESSON Claude CAUVIN * Subject to the approval of the members’ Ordinary General Meeting 8/9 CRÉDIT COOPÉRATIF MANAGEMENT REPORT BY THE BOARD OF DIRECTORS OF THE CREDIT COOPÉRATIF CRÉDIT COOPÉRATIF BANKER TO THE SOCIAL ECONOMY A société coopérative anonyme de Banque Populaire (social-banking cooperative in the form of a public limited company) with variable capital since 30 January 2003, the Crédit Coopératif is also one of the parent companies and an affiliate of the Banque Fédérale des Banques Populaires, the federating bank for the French social banks. Its origins go back to the late 19th century and its capital is owned by its member customers, both legal entities and individuals owning shares, whose representatives sit on its Board of Directors. Present in all France’s regions, the CREDIT COOPÉRATIF occupies an unusual place in French banking. An institution on a human scale, it lays emphasis on neighbourly, face-to-face relations with its prime customers: nonprofit-making associations and other voluntary and charitable bodies, Cooperatives and their members, SMESMIs. Its thorough knowledge of their methods of development, together with its powerful, versatile technological resources, make the Crédit Coopératif highly responsive, and give it the ability to adapt and innovate in line with developments in its environment. Moreover, it has become a benchmark bank for individuals or legal entities that are alive to socially-responsible and -committed values, and wish to give a different meaning to their banking relationship. Its service offer and comprehensive product range enable it to gear its action efficiently to its members’ development projects and to develop the very strongest ties with the movements of which they are part. In addition to the basic banking services, the following can be mentioned: — its diversified short-, medium- and long-term credit packages, 10/11 — its packages incorporating financial instruments in bank investment schemes, and a range of UCITS managed by the fund-management company, ECOFI INVESTISSEMENTS, — its FACTOREM factoring arm, and TOULOUSE, then at AGEN and COURCELLES/POMMIER. Continuous monitoring and in-depth studies to adapt the branch network to the new needs of customers and members will determine which decisions are made in the years to come for establishing closer geographical links with our customers over the whole of France. — the INTEREPARGNE employee-savings fund, among the best performers on the market, THE ECONOMIC AND FINANCIAL ENVIRONMENT — its consulting, financial-engineering, venture-capital, investment-capital and debt-management services, — the technological services dedicated to special partnership schemes with its members, — its services geared to the development of international activities. At 31 December 2004, the CREDIT COOPÉRATIF branch network comprised 66 points of sale, with 65 regional branches and 1 representative office at Le Havre. To these should be added one Head Office branch and an onlinebanking branch named "COOPABANQUE". After the opening of the AIX-ENPROVENCE branch, the moving of the EURALILLE office under our partnership with NORD FINANCEMENT, and the DIJON office move scheduled for the 1st quarter of 2005, further projects concern the following: ● the opening of a Paris-region branch at EVRY in the first quarter of 2005, ● the creation of a fully-operating branch at Le Havre and a new operating unit at BOULOGNE BILLANCOURT, ● the transfer, in the short term, of the following facilities to premises better suited for receiving and serving customers: - the VERSAILLES, ANGERS CERGY-PONTOISE branches and - the MARSEILLE branch in early 2006, - the LILLE CENTRE branch in 2007, ● the continued work on major renovations in progress at CHAMALIERES The tensions in Iraq and the Middle East, the Presidential elections in the United States, and the soaring oil prices in 2004 failed to prevent world economic growth from reaching 5%, its best performance since 1976, well above its average of 3.5% recorded since 1986. However, the pattern of growth varied widely according to geographical area. While the United States and China both continue to drive world economic growth, recovery in Europe is at a distinctly slower pace. The American economy grew 4.4% in 2004, one of the best performances in the last fifteen years, and well above that country’s average of 3% recorded since 1979. Consumers continued to enjoy tax concessions, and business investment showed a healthy trend. Despite an interest-rates rise of 1.25% by the Federal Reserve in 2004, with its main reference rate increasing from 1% to 2.25%, American monetary policy remained very accommodating and gave significant support to the economy as a whole. In addition, the fall in the dollar, mainly against European currencies, allowed American exports to score their best performance since 1997. Despite a buoyant international context, the economy in Europe grew only 1.8% in 2004, below its 2% average recorded since 1979. CRÉDIT COOPÉRATIF While German exports achieved very strong growth of 10% year-on-year, the same did not apply to French, Italian or Spanish products, which saw a distinct fall in their price-competitiveness. German domestic demand, on the other hand, remained very depressed, affecting growth throughout the European zone. Monetary conditions were even tightened, with the European Central Bank maintaining its reference rate at 2% while at the same time the euro was appreciating against the leading currencies. The French economy for its part grew 2.2% in 2004, slightly above its average of 2% recorded since 1979. In an environment in which unemployment stood at its highest level since the 1999 year-end, driving a rise in the savings ratio, and in which households’ real disposable incomes continued to stagnate, consumption increased 2.1% in 2004. Businesses displayed a prudent stance with regard to investment and recruitment, in response to the rises in both raw materials prices and the euro. Furthermore, unlike Germany, the foreign-trade contribution to France’s growth was negative, since exports benefited little from the world economic upturn. In a context of strong world growth and rising raw-materials prices, inflation, whether total or excluding food and energy, grew in the United States and, to a lesser extent, in Europe. In spite of this, the 10-year OAT government-debt rate fell in 2004, from 4.30% to 3.68%. Several factors may explain this trend. The low growth in Europe delayed the onset of a cycle of interest-rate rises by the European Central Bank. Purchases of dollars by Asiatic central banks to support their currencies against the fall in the dollar led to purchases of American bonds, and also supported the bond market in Europe. Lastly, a number of institu- tional investors (particularly pension funds) reduced their equity-risk exposure (the French CAC 40 stock-market index rose by just over 7% in 2004), leading those investors to boost the proportion of their investment in bonds. LOANS (excluding related receivables) The consensus scenario for 2005 forecasts slowing growth both in the United States and in Europe, inflation remaining controlled, continued raising of rates by the Federal Reserve designed to move towards a level more consistent with the level of activity, a slight raising of rates by the European Central Bank, even stable rates, and a moderate recovery in European long-term rates. However, numerous uncertainties jeopardise the feasibility of this scenario: a very high rise in the dollar, or a fresh sharp rise in the price of oil would lead to lower growth and lower long-term rates than today’s. Sharper inflation and higher-than-expected world economic growth could, on the other hand, result in a collapse of the bond market. Averaged over the year (2.8 billion euros), the increase came to 7.1%. The outstanding balance of loans to customers amounted to 3 billion euros at 31 December 2004, having increased 5.8 %. Employments of funds, broken down by category, moved as follows: trade debt portfolio and s Overdrafts, liquidity credit: + 1,7% Mediumand long-term invests ment loans: + 8,4%. New investment loan production amounted to 644 million euros compared with 585 million euros in 2003. Off-balance-sheet commitments on behalf of customers (opening confirmed credit facilities, deposits and guarantees) reached 1.3 billion euros at 31 December 2004 compared with 1.0 billion euros at 31 December 2003. AC T I V I T Y BANK RESOURCES (excluding related liabilities) Bank resources collected from customers amounted to 4.9 billion euros at 31 December 2004, a rise of 17.3%. Averaged over the year, banking resources collected from non-financial customers, amounting to 3.2 billion euros, increased 15.6%. INVESTMENTS IN SUBSIDIARIES The Crédit Coopératif portfolio of investments in subsidiaries rose in one year from 209.6 to 232.1 million euros. The main investment operations were as follows: ● Broken down by category of resources, the following changes can be observed: deposits: + 11,3% s Sight Savings: + 19,3% s The aggregate of term deposit s accounts, short-term loan notes and negotiable debt securities: + 20,1%. Total funds collected, in the form of bank deposits and UCITS, averaged over the year, amounted to close upon 6 billion euros, 12.2% up on 2003. the raising to 80% of the shareholding in BATINOREST without changing the interest in IRD NORD-PAS-DE-CALAIS (the new name for SDR NPC [the development body for France’s northern region]). Hence, today, BATINOREST is a subsidiary of Crédit Coopératif. ● the shareholding in BISE has been raised to 37.9% (from the previous 30.5 %). ● the SOPROMEC PARTICIPATIONS shares still held were exchanged for shares in BANQUE POPULAIRE DEVELOPPEMENT (4.5 %). CRÉDIT COOPÉRATIF The other operations carried out related to FEMU QUI (0.66 %), a Corsican venture capital company, VIGEO (7,2%), a social rating organisation and SOGAMA CREDIT ASSOCIATIF (5%), a finance company targeting the nonprofit sector. At 31 December 2004, the bank’s main shareholdings were as follows: - Banque Fédérale des Banques Populaires: 65.4 million euros (2% of the capital) - Banque Populaire de Développement: 10.4 million euros (4.5 % of the capital) - BISE: 14.8 million euros (37.9% of the capital) - Esfin: 15.2 million euros (37.58% of the capital) - Ides: 1.8 million euros (5.2% of the capital). - IRD Nord-Pas-de-Calais: 5.7 million euros (28.9% of the capital) - Rhône Dauphiné Développement: 1.3 million euros (17.9 % of the capital) ing down the legal status of cooperation, Livre [Book] II, Titres [Titles] I and IV of the French Code of Commerce, Livre V, Titre I, Chapter 1 and Titre III of the Monetary and Financial Code, their implementing regulations and the bank’s own Articles of Association as amended at 30 June 2003. The Company is also bound by decisions of a general nature, particularly the decision relating to the guarantee system for the banques populaires network, issued by the Banque Fédérale des Banques Populaires, under the powers delegated to it by Articles L. 511-30, L. 511-31, L. 12-11 and L. 512-12 of the Monetary and Financial Code. This Company is a member of the Banque Fédérale des Banques Populaires, its central body. - AMOS ET CIE (63.2 %) - FRANCE ACTIVE GARANTIE (20%) - CGI BAT (a 33.4 % shareholding by BTP Banque). LEGAL HIGHLIGHTS LEGAL STATUS Crédit Coopératif is a société coopérative anonyme de Banque Populaire (social-banking cooperative in the form of a public limited company) with variable capital, governed by articles L. 512-2 and following of the French Monetary and Financial Code and all the statutory provisions relating to banques populaires (social banks), by Act No. 47-1775 of 10 September 1947 lay- 12/13 The capital may also be increased by cooperative non-voting preference shares and non-voting preferred interest-bearing shares (subordinated loans). These two types of security may not represent, on aggregate, more than half the capital. DISTRIBUTION OF CAPITAL AND VOTING RIGHTS Accordingly, the capital in Crédit Coopératif is divided into three categories of share. “A” shares which neither carry preferred interest nor are non-voting and do not have any specific advantages, and “B” shares, which can only be subscribed by holders of A shares, and give their holders a special advantage in the payment of interest resolved by the General Meeting of Members, even where no interest is paid on A shares. “A” and “B” shares can only be subscribed by legal entities, sole traders or directors. The capital is variable and is divided into members’ shares of a nominal amount of 15.25 euros each. The voting rights of the holders of A and B shares follow the cooperative rule of “one man, one vote”. The maximum amount of registered capital within which the actual amount of the company’s capital may be increased, and the terms and procedures for increasing it, are laid down, on the report of the Board of Directors and upon authorisation by the Banque Fédérale des Banques Populaires, by the Extraordinary General Meeting of members. The actual capital is increased by the entry of new members approved on behalf of the company by the Board of Directors or by the subscription of new members’ shares of the same or of differing categories, by members with the approval of the Board of Directors. Lastly, non-voting preferred-interestbearing “C” shares can only be subscribed by individuals. In 2005, it is intended to amend the Articles of Association, a step rendered necessary, among other reasons, by the transposition into French accountancy rules of the European IAS 32 rules relating to the maintaining of members’ shares as equity instruments. - SEFEA: 2.1 million euros (64.5% of the capital). To the foregoing should be added: The Board of Directors may set a ceiling to the number of members’ shares that may be held by a single member. This ceiling may differ according to member category. For members to whom a financial facility has been extended by the company or one of its subsidiaries, this maximum number may be determined in accordance with the amount of the facility extended. At 31 December 2004, the capital in Crédit Coopératif amounted to 232,779,629.50 euros. At 31 December 2004, no member held more than 5% of the company’s capital. Pursuant to the inserted Article 157 – (nouveau) of the French Companies Act of 24 July 1966, it should be noted that the employees own 0.0168% of the capital of Crédit Coopératif through a Fonds Commun de Placement (French mutual investment fund). CRÉDIT COOPÉRATIF REPORT ON DELEGATIONS OF POWERS IN RELATION TO CAPITAL OPERATIONS No Extraordinary General Meeting has delegated authority or power to the Board of Directors for the purpose of increasing the company’s capital. INTEREST ON MEMBERS' SHARES / REBATE For purposes of the Act of 12 July 1965, it is hereby stated that no interest was paid on A shares in respect of the three previous financial years. Interest paid to the holders of B shares in respect of 2001, 2002 and 2003 amounted to 1,331,200 euros, 1,498,600 euros and 2,225,600 euros respectively. Interest paid to the holders of C shares in respect of those 3 financial years amounted to 694,700 euros, 1,027,900 euros and 1,409,500 euros respectively. A cooperative rebate was paid to members in respect of the years 2001, 2002 and 2003 respectively, as follows: 466,000 euros, 450,000 euros and 455,000 euros. LIST OF DIRECTORSHIPS AND OTHER OFFICES HELD B Y T H E C O M PA N Y ’ S OFFERS DURING THE FINANCIAL YEAR ● Director of NATEXIS ASSET MANAGEMENT ● President of the Société Nationale de Mutualité (SNM) ● Director of NATEXIS PRIVATE EQUITY ● Director of the Mutuelle Centrale des Finances (MCF) ● Director of COOPAMAT (SAS) ● ● Director of INTER-COOP (SAS) Director of the Mutuelle Accidents Corporels (SMAC – personal-injury mutual-insurance society) ● Permanent representative of CREDIT COOPÉRATIF on the Board of Directors de BTP BANQUE ● Director of the Union Prévoyance de la Mutualité Française (UNPMF) ● Member of the Board of Directors of the Banque Fédérale des Banques Populaires ● Joint President of the Caisse de Retraite et de Prévoyance Mutualiste (CPM) ● Director of the Alliance Coopérative Internationale (ACI) and member of the executive (NGO) ● Director of the Assurance Mutuelles de Fonctionnaires (AMF) ● Director of the Mutuelle des Assurances des Travailleurs Mutualistes (MATMUT) ● Director and Treasurer of the Groupe des Mutuelles Associées (SGAM) ● President of the Executive Board of MUTRE ● ● President and Chief Executive Office of CREDIT COOPÉRATIF President of the Supervisory Board of ESFIN GESTION (French GIE consortium/joint venture) ● Vice-President of ESFIN ● Vice-President of the Supervisory Board of SOPROMEC DIRECTORSHIPS IN ENTITIES IN WHICH THE COMPANY IS INTERESTED ● Vice-President of the Supervisory Board of the Institut Régional de Développement Nord/Pas-de-Calais Vice-President of the Conseil Supérieur de la Coopération (nonprofit-making association) ● Director of Dot.coop (foreign SA – public limited company) ● President of the Board of Directors of EUROMUT ● Member of CCACE (non-profitmaking association) ● ● Member of the Comité Consultatif de l’Economie sociale – social-economy consultative committee Permanent representative of EUROMUT on the Board of Directors of OFIVALMO ● Permanent representative of FNMF on the Supervisory Board of OFIVALMO GESTION ● Permanent representative of FNMF on the Supervisory Board of OFIVM ● Representative on the Board of Directors of SA Communication et Participation ● President of the CEP-CMAF (nonprofit-making association) ● Member of the professional representatives’ body of the European Commission Enterprise Policy Group. Jean-Claude DETILLEUX ● President of the Groupement National de la Coopération (GNC) (non-profit-making association) ● President of CEGES (Conseil des entreprises et Groupements de l’Economie Sociale) (non-profitmaking association) ● Incumbent representative of FNMF on the Supervisory Board of the SESA-ME-VITALE GIE (French consortium/joint venture) ● Director of ADIE (non-profit-making association) ● President of the International Cooperative and Mutual Insurances Federation (ICMIF) ● Connaissance Formation pour la Surdité (ACFOS – training for the deaf) ● Director of the Association pour la promotion et la Diffusion du LPC (ALPC) ● Jean-Louis BANCEL ● Delegate Vice-President ● President of the Union Nationale de Réassurance de la Mutualité Française (UNRMF – reinsurance union) CRÉDIT COOPÉRATIF Pierre LAJUGIE de LA RENAUDIE ● Delegate General Manager of CREDIT COOPÉRATIF ● Director of Union Centrale du Crédit Coopératif, société anonyme à capital variable (public limited company with variable capital), ● Permanent representative of Crédit Coopératif for SICOMI-COOP, société anonyme (cooperative business realestate leasing undertaking in the form of a public limited company), ● Permanent representative of INTERCOOP on the Board of Directors of BTP, ● Permanent representative of Crédit Coopératif on the Board of Directors of COOPAMAT (SAS), ● Permanent representative of Crédit Coopératif on the Board of Directors of INTER-COOP (SAS), François DESPORTES ● Delegate General Manager of Crédit Coopératif, ● President of the Board of Directors of BTP BANQUE, ● President of the Board of Directors of SICOMI-COOP, business real-estate leasing company, ● President of the Board of Directors of COOPAMAT (SAS), ● President of the Board of Directors of INTER-COOP (SAS), ● President of the Board of Directors of Batinorest, société anonyme (public limited company), ● President of the Executive Board of SDR Nord-Pas-de-Calais, société anonyme (public limited company) – term of office expires in June 2004, ● Director of Batixia, société anonyme (public limited company), ● Permanent representative of BTP BANQUE on the Supervisory Board of CGI BAT, société anonyme (public limited company), ● Permanent representative of COOPAMAT on the Board of Directors de l’I.R.D. Nord Pas-deCalais (Regional development institute), Société anonyme (public limited company), 14/15 Permanent representative of INTERCOOP on the Board of Directors of BTP CAPITAL INVESTISSEMENT, ● Permanent representative of Ecofi Investissements on the Board of Directors of the Ecofi Convertibles Euro SICAV (corporate-status investment fund) ● Permanent representative of Sicomi Coop on the Board of Directors of Ecofi Investissements ● Member of the Supervisory Board of Esfin Gestion, groupement d’intérêt économique (joint venture/consortium), ● Alain TRUTIE de VAUCRESSON ● Delegate General Manager of Crédit Coopératif, ● Director of Union Centrale du Crédit Coopératif, société anonyme à capital variable (public limited company with variable capital), Philippe ANTOINE ● General Delegate “LES ENSEIGNES DU COMMERCE ASSOCIE” ● Permanent representative of the “LES ENSEIGNES DU COMMERCE ASSOCIE" FCC on the Board of Directors of Crédit Coopératif ● Vice-President of the Board of Directors of Crédit Coopératif ● Claude CAUVIN ● Delegate General Manager of Crédit Coopératif, ● Manager of Efitel, ● Director of CIRRA. Union Nationale des Associations de Parents, de Personnes Handicapées Mentales et de leurs Amis (UNAPEI) Association reconnue d'utilité publique – charitable status recognised by Decree of 30 August 1963 15 rue Coysevox - 75018 PARIS Raymond GEDOR ● Permanent representative of UNAPEI on the Board of Directors of Crédit Coopératif ● Vice-President of the Board of Directors of Crédit Coopératif Confédération Générale des Sociétés Coopératives Ouvrières de Production (C.G.SCOP) - Association (non-profitmaking association) 37 rue Jean Leclaire - 75017 PARIS Jean GAUTIER ● Permanent representative of CGSCOP on the Board of Directors of Crédit Coopératif ● General Secretary of CGSCOP Permanent representative of CGSCOP on the Board of Directors of INTERCOOP, SAS ● Permanent representative of CGSCOP on the Board of Directors of SICOMICOOP ● Permanent representative of CGSCOP on the Board of Directors of COOPAMAT, SAS Fédération des Coopératives de Commerçants (FCC) “Les Enseignes du Commerce associé” – Non-profitmaking association 77 rue de Lourmel -75015 PARIS ● President of FORMASUP since 1999 ● Officer on the Board of Directors of APEC (Treasurer – Executives’ employment search organisation) ● Treasurer of the Centre de Formation des Assistants Techniques du Commerce (CEFAC) ● Director of UFR PEPS (Pluridisciplinaire d’Enseignement Professionnalisé Supérieur) de Colmar ● Permanent representative of the “LES ENSEIGNES DU COMMERCE ASSOCIE" FCC on the Board of Directors of SICOMI-COOP ● Director of the Groupement National de la Coopération ● Officer on the Board of the Conseil Supérieur de la Coopération ● Member of the French Commission des Comptes Commerciaux de la Nation – national trade accounts commission ● Member of the FISAC commission (French intervention fund for small businesses and retail traders) CRÉDIT COOPÉRATIF Fédération Nationale de la Mutualité Française (FNMF) National federation of mutual-society groupings – charitable status recognised by Decree of 23 May 1929 255 rue de Vaugirard - 75015 PARIS ANCF/CEC non-profit-making association 44 avenue d’Iéna 75016 - PARIS Gilbert HENNIQUE ● Permanent representative of ANCF CEC on the Board of Directors of Crédit Coopératif ● Manager of CONSEIL ET STRATEGIE HENNIQUE & Fils SARL - Tourcoing ● President of GIPEL (Groupement Interprofessionnel Paritaire pour l'Emploi et le Logement – Joint interprofessional group for housing and employment) - non-profitmaking association. ● President and Chief Executive Officer of NORD CREATION ( SAS) ● Director of Crédit Immobilier de LILLE et des Pays du Nord (HLM low-income housing body in the form of an SA) ● Director of RESALLIANCE (S.A.) ● Director of RESALLIANCE FINANCES ( SAS) ● Director of NORD INNOVATION (SAS) ● Director of CROISSANCE NORD PAS-DE-CALAIS (SAS) ● Director of ALLIANSYS (SAS) ● Director of INOVAM ( SAS) ● Director of HABITAT DE FLANDRE (SAS) ● President of S.C.I. Canaux Métropole (SCI – non-trading real-estate holding company) Jean-Luc de FEUARDENT Hubert ALLIER Permanent representative of CCMCM on the Board of Directors of Crédit Coopératif ● General Secretary of CCMCM ● President of the Supervisory Board of Union Pêcheur de France (fisheries union) ● President of Armement Coopératif du Finistère (shipowning cooperative) ● Permanent representative of UNIOPSS on the Board of Directors of Crédit Coopératif ● Director of G.I.C. ● Member of the Supervisory Board of “Chèque Domicile” ● Manager of SEDIMS ● Member of the Board of Directors of Fondation Crédit Coopératif ● Member of the Executive Board of CNVA ● Fédération Nationale des Sociétés Coopératives d’HLM (FNSC D’HLM) 14 rue Lord Byron -75008 - PARIS Daniel CHABOD Permanent representative on the Board of Directors of Crédit Coopératif ● General Manager of the Société Coopérative de Production d’HLM “COIN DE TERRE ET FOYER” (lowincome housing development cooperative) ● General Manager of “LE FOYER MODERNE” SA d’HLM – low-income housing company ● General Manager de la SAS Compagnie Immobilière des Pays de Loire ● General Manager of SARL Gestion Patrimoniale Immobilière ● Delegate General Manager of C.I.A. ● Member of the Executive Committee of Union Sociale pour l’Habitat ● President of the Société de Garantie de l’accession à la propriété des Organismes HLM – low-incomehousing bodies’ home-ownership guarantee company ● Confédération de la Coopération, de la Mutualité et du Crédit Maritimes (CCMCM) Union Nationale Interfédérale des Oeuvres et Organismes Privés Sanitaires et Sociaux (UNIOPSS) Union of non-profit-making associations with charitable status recognised by Decree of 3 August 1972 24 rue du Rocher -75008 - PARIS 133 rue Saint-Maur -75011 PARIS ● Adviser to the Banque de France at LILLE. Fédération Nationale des Coopératives de Consommateurs (FNCC) - non-profit-making association Tour Mattei - 207 rue de Bercy 75012 PARIS René LIOUVILLE ● Permanent representative of FNCC on the Board of Directors of Crédit Coopératif ● Delegate General Manager of Institut de Développement Coopératif ● President and Chief Executive Officer of Société Générale des Coopératives de Consommation ● President and Chief Executive Officer of Conseil de Gestion Finance des Coopératives de France ● Vice-President of Coop Normandie Picardie ● Permanent representative of FNCC, External supervisor to IDES Conseil National du Crédit Coopératif 33 rue des Trois Fontanot - 92000 NANTERRE Jean-Marie MIRAMON ● Permanent representative of CNCC on the Board of Directors of Crédit Coopératif ● President of the Comité Régional Languedoc Roussillon ● President of Opéra Junior Montpellier ● Treasurer of Printemps des Comédiens CRÉDIT COOPÉRATIF FEDERATION FRANCAISE DU BATIMENT (F.F.B.) 33 avenue Kléber - 75116 PARIS Christian GAY ● President of SAS ETRELEC ● Permanent representative of FFB on the Board of Directors of Crédit Coopératif CAISSE MUTUELLE DE GARANTIE DES INDUSTRIES MECANIQUES ET TRANSFORMATRICES DES METAUX (C.M.G.M.) Variable-capital cooperative mutualguarantee company 39 - 41 rue Louis Blanc - 92400 COURBEVOIE Martine CLEMENT ● President de la CMGM ● Permanent representative of CMGM on the Board of Directors of Crédit Coopératif ● President and Chief Executive Officer of S.G.I. ● President of Orgeline (“Engineering in Europe”) FEDERATION NATIONALE DE LA MUTUALITE INTERPROFESSIONNELLE (F.N.M.I.) 3 rue Barthélemy -75015 PARIS PLEIN AIR (UNAT) 8 rue César Franck -75015 PARIS Jean-Marc MIGNON ● Permanent representative of UNAT on the Board of Directors of Crédit Coopératif ● General Delegate of UNAT UNION SOCIALE POUR L’HABITAT 14 rue Lord Byron -75384 PARIS CEDEX 08 Claude TAFFIN ● Permanent representative on the Board of Directors of Crédit Coopératif ● Director of Economic and Financial Studies at the Union Sociale pour l’Habitat GARANTIE MUTUELLE DES FONCTIONNAIRES 76 rue de Prony -75857 PARIS CEDEX 17 Thierry DEREZ ● Permanent representative of GMF on the Board of Directors of Crédit Coopératif ● President of the Board of Directors and General Manager of: ASSURANCES MUTUELLES DE FRANCE; AZUR GMF Mutuelles d’Assurances Associées; GARANTIE MUTUELLE DES FONCTIONNAIRES Maurice RONAT ● President of FNMI ● Permanent representative of FNMI on the Board of Directors of Crédit Coopératif ● President of Groupe EOVI ● President of Mutuelles Présence ● Vice-President of FNMF ● General Treasurer of Mutualité de la Loire ● Member of the French Economic and Social Council ● Director of EUROMUT ● Director of MATMUT ● Director of Itinéraires UNION NATIONALE DES ASSOCIATIONS DE TOURISME ET DE 16/17 ● ● Permanent representative of ALSACIENNE VIE on the Board of BOISSY FINANCES ● Permanent representative of ASSURANCES MUTUELLES DE FRANCE on the Boards of FIDELIA Assistance - GESPRE EUROPE ● Permanent representative of BOISSY FINANCES on the Boards of AZUR PATRIMOINE - AZUR VIE ● Permanent representative of CERES on the Board of LA SAUVEGARDE ● Permanent representative of GMF ASSURANCES on the Boards of BOISSY GESTION - FILASSISTANCE INTERNATIONAL TELEASSURANCES ● Permanent representative of GMF VIE on the Board of GRANS MILLESIMES DE FRANCE ● Permanent representative of LA SAUVEGARDE on the Board of AME REASSURANCE ● President of the Board of Directors of AME LUX SA ● President of AZURITALIA ASSICURAZIONI S.P.A. ASSURANCES MUTUELLES D’EUROPE ● Vice-President and Director of AME LIFE LUX - AZURITALIA VITA AZUR MULTIRRAMOS – AZUR VIDA - EURAZUR – CLINICARE LIMITED - LA CAPITALE President of the Board of Directors of AZUR ASSURANCES i.a.r.d. - GMF ASSURANCES LIGUE DE L’ENSEIGNEMENT 3 rue Récamier - 75015 PARIS Vice-President de FILASSISTANCE INTERNATIONAL Jean-Marc ROIRANT ● Vice-President and Director of ANS GMF - GMF SOLIDARITE ● Director of l’ALSACIENNE VIE A.R.B.F. - GMF VIE – MAAF ASSURANCES - LA CERES – ANS – GMF VIE ● ● Permanent representative of AZUR GMF MUTUELLES D’ASSURANCES ASSOCIEES on the Boards of ASSISTANCE PROTECTION JURIDIQUE - E-SANTE ● Permanent representative of LA LIGUE DE L’ENSEIGNEMENT on the Board of Directors of Crédit Coopératif Alain LATREMOUILLE ● Director elected by the employees Françoise GIRMA-ROMEYER ● Director elected by the employees Colette PINEL ● Director elected by the employees CRÉDIT COOPÉRATIF Charles DELANNOY ● Director elected by the employees as from October 2004. APPOINTMENTS The Board hereby informs the General Meeting: of the names of the permanent representatives of the six new directors appointed on 25 May 2004. - la Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux (C.M.G.M.), represented by its President, Mrs. Martine CLEMENT, - Union Sociale pour l’Habitat, represented by Mr. Claude TAFFIN, - Union Nationale des Associations de Tourisme et de Plein Air (UNAT), represented by Mr. Jean-Marc MIGNON, General Delegate, - Fédération Nationale des Mutuelles Interprofessionnelles (FNMI), represented by its President, Mr. Maurice RONAT, - Garantie Mutuelle des Fonctionnaires (GMF), represented by its President, Mr. Thierry DEREZ, - Fédération Française du Bâtiment (FFB), represented by Mr. Christian GAY, ● of the names of the permanent representatives of the four new external supervisors appointed on 25 May 2004: - Société Coopérative pour la Rénovation et l’Equipement du Commerce (SOCOREC), represented by its General Manager, Mr. Hervé AFFRET, - Association UCEL, represented by Mr. Jean DUPUIS, - Société Centrale de Crédit Maritime Mutuel (SCCMM), represented by its President, Mr. Michel GIBLAINE, - ESFIN company, represented by Mr. François SOULAGE. ● ● of the appointment as external supervisor, on 18 June 2004, subject to ratification by the Members’ Ordinary General Meeting, of the Société Financière de la NEF, represented by Mr. Jean Pierre BIDEAU, its President, ● of the replacement of Mr. Pierre BECKER by Mr. André FLAGEUL – President – as permanent representative of UNASSAD, as from 1 September 2004, ● ● ● of the replacement of Mr. Jean-Pierre BIDEAU, for reasons of health, by Mr. Philippe LECONTE – President – as permanent representative of Société Financière de la NEF, as from 16 September 2004, of the appointment, as director elected by the employees representing the Executives’ section, of Mr. Charles DELANNOY, to replace Mr. Bernard LEURIDANT, on 14 October 2004, all the other directors elected by the employees having been re-appointed for a further term. of the appointment, as VicePresidents, from 3 December 2004, of the following directors: - Fédération des Coopératives de Commerçants “Les Enseignes du Commerce Associé” (FCC), represented by Mr. Philippe ANTOINE, for the business and cooperation sectors, - Fédération Nationale de la Mutualité Française (FNMF), represented by Mr. Jean Louis BANCEL, for the mutual societies sector, ● of the renewal in office as VicePresident, of Union Nationale des Associations de Parents et Amis de Personnes Handicapées mentales (UNAPEI), represented by Mr. Raymond GEDOR, for the nonprofit-making associations sector, of the resignation of the Confédération de la Coopération, de la Mutualité et du Crédit Maritimes (CCMCM), represented by Mr. JeanLuc de FEUARDENT, as director, from 10 February 2005, ● of the appointment by the Board as individual director, subject to ratification by the Members’ Ordinary General Meeting, of Mr. Jean-Louis BANCEL, as from 10 February 2005, to replace the Confédération de la Coopération, de la Mutualité et du ● Crédit Maritimes, for the remainder of the latter’s term of office and of Mr. Bancel’s appointment as Delegated Vice-President, ● of the appointment as external supervisor of the Confédération de la Coopération, de la Mutualité et du Crédit Maritimes, as from 10 February 2005, subject to ratification by the Members’ Ordinary General Meeting, ● of the continuing in office as director of Fédération Nationale de la Mutualité Française (FNMF). HUMAN RESOURCES (Crédit Coopératif and its two subsidiaries: BTP Banque and ECOFI Investissements) CONTINUOUSLY ENHANCING SKILLS Building on the key skills of Crédit Coopératif remains a priority goal, achieved by ensuring a high standard of general training. Coping with staff leaving and replacing the ageing generations constitute a strategic policy aim in the Group’s human-resources management. Thus, in 2004, 190 staff were recruited of whom 118 on permanent contracts. These recruitments brought new blood to the head-office and branch-network units in sales/marketing, expert and development-support functions. SUPPORTING CAREER DEVELOPMENT An undoubtedly essential part of human-resources management is catering for employees’ career-development aspirations, through targeted training schemes designed to deal with tomorrow’s issues, and anticipating job-profile changes in organisations. Investment in training has been commensurate with the scale of the issues involved: 5% of the wages bill each year, equivalent to 40,000 hours of training. This drive also involves responding to CRÉDIT COOPÉRATIF the requests of staff in the Group, attesting to their wish to change, enhance their skills and take on greater responsibilities, as expressed in particular at the annual job-assessment interviews. E Q U I T Y C A P I TA L A N D C A P I TA L A S S E T S In all, a favourable response was given to 97 requests for career development and mobility within the Group in 2004. Equity capital, including the net income for the financial year carried forward to reserves, amounted to 387.8 million euros at 31 December 2004 compared with 330.8 million euros at 31 December 2003. A REALISTIC PAY AND PROMOTION POLICY Share capital increased from 190.4 million euros at end December 2003, to 232.8 million euros at 31 December 2004. Giving recognition to the achievements and performance of each employee through an appropriate pay policy is a firmly-establish practice in our humanresources management systems. In 2004, 65% of staff had their salary increased (31%) or were awarded a bonus (34%). Promotions broke down into 54% of women and 46% of men. The share capital breaks down into 51.1 million euros of A shares, 113.8 million euros of B shares and 67.9 million euros of C shares. The value of the portfolio of investments in subsidiaries is 227.5 million euros. ● ● ● regarding recourse to overtime working and increased rates of pay for such work under predefined conditions. on the overhauling of the job classification system, incorporating advances and safeguards for employees. on the introduction of variable-pay systems for the teams at the branches, and for the Crédit Coopératif and BTP Banque teams, representing in all more than 60% of the NUMBERS EMPLOYED At 31 December 2004, registered numbers employed stood at 1.601 of whom 874 women and 727 men, having increased by 31 persons. 18/19 - The rise in income from shareholdings in subsidiaries was exceptional in nature, on account of the first-time dividend payments by Banque Fédérale and Inter-Coop, and the strong increase in dividends from BTP Capital Investissement and EcofiInvestissements. - The growth in the balance on commission is due to savings on expenses and the expansion of this activity. Financial commission, after falling in 2003, grew sharply, particularly on account of the increase in fee income passed on from Ecofi-Investissements. GENERAL EXPENSES Net capital assets amounted to 23 million euros compared with 22.9 million euros at 31 December 2003. General expenses, including depreciation, amounted to 122.8 million euros, an increase of 5.5 million euros compared with 2003 (+4.7%) that breaks down between staff expenses of 2.6 million euros and other management expenses of 2.9 million euros: INCOME - as regards staff, the number of FullTime Equivalents increased by 20.9 of which 75% to strengthen the network sales force, CONSTRUCTIVE LABOUR-RELATIONS DIALOGUE On the initiative of the trade-union organisations or of management, important themes for Crédit Coopératif were enshrined in collective labour agreements: market investments in UCITS made a significant contribution in the 4th quarter. (see table of intermediate operating totals) NET BANKING INCOME Net banking income amounted to 163.6 million euros. It rose by 16.1 million euros, an increase of +10.9 %. Growth was broke down among net interest income (increased by +4.2 million euros), income from variableincome securities (+5.1 million euros), net commission (+5.2 million euros) and net income from the trading and short-term investment portfolios (+1.6 million euros). Its sources a threefold, and of equal significance: - the positive effect of growth in amounts under management outstripped the negative impact of depressed short-term rates and the continued reduction in margins on new loans. The posting as profits in December 2004 of gains on money- - the increase in other management expenses is mainly attributable to real-estate service and other charges and the increase in the subscription paid to Banque Fédérale des Banques Populaires. GROSS OPERATING PROFIT Gross operating profit came to 40.8 million euros compared with 30.2 million euros in 2003. COST OF RISK Cost of risk was stable, at 10.3 million euros compared with 10.6 million euros in 2003. NET INCOME FROM CAPITAL ASSETS Gains on financial investments consist in the main of the contribution of the CRÉDIT COOPÉRATIF Sopromec shares and a reversal of an exchange-risk provision resulting from the recovery in the Zloty exchange rate. This recovery partly offsets the provision for loss on the investment in the BISE subsidiary. In 2003, the expenses had chiefly consisted of the provision for the depreciation in the Zloty. NET EXTRAORDINARY LOSS The net extraordinary loss of 466,000 euros was due to the costs incurred in the move of Inter-Coop to other premises and the Batinorest acquisition costs. In 2003, a loss of 1.5 million euros had been incurred owing to incidents in the processing of chequeimage exchanges. NET INCOME The Fonds Régional de Solidarité du réseau des Banques Populaires (social banks’ mutual-help fund), which had been supplied for the first time in 2003 with 1 million euros, was supplied in 2004 with 2.1 million euros. A transfer of 1.5 million euros was made to the General banking risk reserve. In 2003, the reversal from regulated provisions included the whole of the collective provision not allocated to doubtful debts, and amounting to 27.3 million euros, shown in the financial statements of the Caisse Centrale de Crédit Coopératif. Corporation tax came to 7.2 million euros, compared with 15.9 million euros in 2003 (of which 10.2 million euros as a result of the abolition of the collective-provision tax regime). Net income after tax was 21.4 million euros compared with 25.7 million euros in 2003. PROPOSED APPROPRIATION OF EARNINGS For the financial year 2004, the Board notes that the result for the year was net income of 21,350,740.98 euros. It proposes to the General Meeting of Members that, in accordance with the Articles of Association, this net income and the retained earnings of 1,679,553.96 euros, making a total distributable profit of 23,030,294.94 euros, be appropriated as follows: issue have increased by 30%, attesting to the trust of our member customers. The issue in December 2004 of a 30million-euro redeemable subordinated loan, wholly invested in our branch network, was a success. ● To The ability to engage in partnerships was evident throughout the year. Thus, agreements were made with the Confédération Générale des SCOP to offer a wide range of products and services targeting both the SCOP members and their own employees, with the Fédération Nationale des Sociétés Coopératives d’HLM and the Caution Mutuelle du Crédit Immobilier. The image of the Crédit Coopératif was affirmed through the continuing of the communication campaigns, which contribute among other aims to making the company more widely known among individuals sensitive to its action in the socially-responsible and -committed economy. the legal reserve, 15% of the net income (of 21,350,740.98 €) . . . . . . . . . . . . . . . . . . . . . . . . . .3.202.611,15 € ● To the reserve prescribed by the articles . . . . . . . . . . . . . . .10.000.000,00 € ● To the special investment reserve . . . . . . . . . . . . . . . . . . . . . . . . . . .239.766,00 € ● To remunerate the B shares at the rate of 3% pro rata temporis . . . . . . . . . . . . . . . . . . . . . . . . . . .2.953.060,98 € ● To remunerate the C shares at the rate of 3% pro rata temporis . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.803.263,11 € ● To pay a cooperative rebate of 450,000.00 € to members, to be distributed in proportion to the value of transactions made by each member with the company, ● To carry forward as retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4.381.593,70 € The Board of Directors proposes to the General Meeting of Members that it adopt the resolutions set out later in this document, which accurately reflect the company’s results. PROSPECTS FOR 2005 The 2004 financial year was particularly successful for Crédit Coopératif. Its commercial and profit objectives were exceeded. All areas of its business grew at a firm pace, in both the collection and the employment of funds. The quality of its services is reflected in an increase in fee income, which nevertheless remains at a reasonable level. The membership base has been reinforced, and the amounts of B and C shares in The membership of Board of Directors, of which the role is essential in the governance of cooperative institutions, underwent renewal in 2004 so as to be more representative of all the movements of the social economy with which the Crédit Coopératif operates. In order to achieve a more accurate view of the economic entity constituted by the Crédit Coopératif, its subsidiaries and the non-subsidiary institutions that have signed the association agreement, the financial statements were consolidated as from 30 June 2004. The arrangement now instituted demonstrates the ability of the company’s structures to adapt to a new accounting and prudential organisation. Confident in the future and in the quality of its staff, whose commitment made possible the advances noted earlier, the Crédit Coopératif is armed to continue its action among the Banques Populaires in the special role acknowledged and entrusted to it, for the benefit of its customers and members, whom it firmly intends to serve in an exemplary manner. CRÉDIT COOPÉRATIF I N T E R M E D I AT E O P E R AT I N G T O TA LS (EUROS 000) FINANCIAL YEAR 2004 FINANCIAL YEAR 2003 Net interest income Income from equities and other variable-income securities Net commission Net income from trading and short-term investment portfolios Other net operating income/loss 112,872 8,877 34,255 7,675 -68 108,677 3,781 29,017 6,092 -101 N E T BA N K I N G I N C O M E 163,610 147,465 General operating expenses and depreciation Staff expenses Other administrative expenses Depreciation 122,801 77,197 44,723 881 117,314 74,598 42,426 290 G R O S S O P E R AT I N G P R O F I T 40,808 30,151 Cost of risk -10,285 -10,602 N E T O P E R AT I N G I N C O M E 30,524 19,548 1,801 -1,410 32,325 18,138 -466 -7,173 -3,335 -2,257 -15,932 25,787 21 , 3 51 25,737 RUBRIQUES Net income/loss on capital assets N E T O P E R AT I N G I N C O M E B E F O R E TA X Net extraordinary income/loss Corporation tax Appropriation to/Reversal from General Banking Risk Reserve and Regulated Reserves NET INCOME 20/21 CRÉDIT COOPÉRATIF F I N A N C I A L R E S U LT S O F T H E C O M PA N Y FOR THE LAST FIVE FINANCIAL YEARS 2000 C A P I TA L SHARE CAPITAL NUMBER OF SHARES IN ISSUE 2004(1) 2001 2002 2003 78.755.330 5.166.011 124.827.594 8.185.416 141.668.825 9.289.759 190.368.846 12.483.203 232.779.630 15.264.238 291.747.332 317.958.171 300.096.581 376.804.797 390.079.804 17.929.183 4.813.830 577.966 15.798.491 4.385.153 543.420 30.716.361 4.515.669 718.473 19.538.977 15.931.876 2.738.739 22.606.131 7.201.872 1.289.480 6.178.683 1.538.546 6.141.251 2.491.824 17.217.313 2.976.498 25.736.605 4.090.097 21.350.741 5.206.324 2.54 1.39 2.82 0.29 1.01 1.20 3,5% 0.75 3,5% 1.85 3,0% 2.06 3,0% 1.40 3,0% 846 30.384.398 871 32.411.164 903 33.198.099 1.408 54.220.351 1.412 56.216.818 15.783.450 16.394.866 16.550.027 27.627.194 29.274.804 O P E R AT I O N S A N D R E S U LT S FOR THE FINANCIAL YEAR GROSS REVENUE NET OF VAT NET INCOME BEFORE TAX, DEPRECIATION AND PROVISIONS CORPORATION TAX EMPLOYEE PROFIT SHARING FOR THE FINANCIAL YEAR NET INCOME AFTER TAX, DEPRECIATION AND PROVISIONS DISTRIBUTED NET INCOME R E S U LT S PER SHARE NET INCOME AFTER TAX, BUT BEFORE DEPRECIATION AND PROVISIONS NET INCOME AFTER TAX, DEPRECIATION AND PROVISIONS DIVIDEND PER SHARE (2) S TA F F AVERAGE NUMBERS OF STAFF EMPLOYED DURING THE FINANCIAL YEAR WAGES BILL AMOUNTS PAID UNDER COMPANY BENEFIT SCHEMES (COMPANY SOCIAL BODY AND BENEFIT SCHEMES) (1) Subject to approval by the Members’ Ordinary General Meeting. (2) Rate of interest on B and C members' shares. CRÉDIT COOPÉRATIF 22/23 CRÉDIT COOPÉRATIF FINANCIAL STATEMENTS OF THE CRÉDIT COOPÉRATIF BALANCE SHEET INCOME STATEMENT NOTES TO THE ACCOUNTS STATUTORY AUDITORS' GENERAL REPORT STATUTORY AUDITORS' SPECIAL REPORT CRÉDIT COOPÉRATIF BA L A N C E S H E E T AT 31 D E C E M B E R 2 0 0 4 (EUROS 000) FINANCIAL YEAR 2004 FINANCIAL YEAR 2003 107,340 448,692 1,908,249 671,299 1,236,950 3,057,660 224,321 2,581,640 251,699 33,515 247,128 2,352,776 420,844 1,931,933 2,949,605 221,555 2,496,476 231,575 1,477,185 259,512 71,409 156,110 682,759 253,968 53,349 155,418 1,807 21,205 1,807 21,146 22,470 103,457 21,507 209,063 7,635,097 6,982,039 C A P I TA L C O M M I T M E N T S BY T H E C O M PA N Y FINANCING COMMITMENTS COMMITMENTS IN FAVOUR OF CREDIT INSTITUTIONS COMMITMENTS IN FAVOUR OF CUSTOMERS 130,540 318,902 126,667 252,869 GUARANTEE COMMITMENTS COMMITMENTS ON BEHALF OF CREDIT INSTITUTIONS COMMITMENTS ON BEHALF OF CUSTOMERS 1,613 1,017,477 2,975 795,995 19,500 13,789 ACTIF CASH, CENTRAL BANKS, POSTAL-GIRO ACCOUNTS GOVERNMENT STOCK AND SIMILAR SECURITIES RECEIVABLES FROM CREDIT INSTITUTIONS - SIGHT - TERM RECEIVABLES FROM CUSTOMERS - TRADE CREDIT - OTHER LOANS TO CUSTOMERS - OVERDRAFTS ON CURRENT ACCOUNTS - FACTORING BONDS AND OTHER FIXED-INCOME SECURITIES EQUITIES AND OTHER VARIABLE-INCOME SECURITIES INVESTMENTS IN SUBSIDIARIES AND OTHER SECURITIES HELD LONG-TERM SHARES IN AFFILIATE UNDERTAKINGS ASSETS ON FINANCE LEASE AND ON PURCHASE-OPTION RENTAL ASSETS ON OUTRIGHT RENTAL INTANGIBLE ASSETS TANGIBLE FIXED ASSETS SUBSCRIBED, UNPAID SHARE CAPITAL COMPANY’S HOLDING OF ITS OWN SHARES OTHER ASSETS PREPAYMENTS, ACCRUED-INCOME AND OTHER ACCRUAL ACCOUNTS TOTAL ASSETS OFF-BALANCE-SHEET STATEMENT COMMITMENTS RELATING TO SECURITIES SECURITIES ACQUIRED ON REVERSE REPO OTHER COMMITMENTS BY THE COMPANY 24/25 CRÉDIT COOPÉRATIF (EUROS 000) FINANCIAL YEAR 2004 FINANCIAL YEAR 2004 1,275,192 285,468 989,724 2,900,785 1,380,835 248,364 1,132,470 2,551,035 531,484 114,288 430,857 104,336 1,921,758 333,255 2,607,484 15,970 1,746,997 268,846 2,326,956 14,893 2,061,937 529,578 1,700,758 611,305 79,465 144,080 7,045 214,717 13,316 393,012 232,780 66,106 69,802 69,128 117,302 7,760 184,363 9,742 334,919 190,369 66,106 48,232 1,295 1,680 1,534 2,941 LIABILITIES CENTRAL BANKS, POSTAL-GIRO ACCOUNTS PAYABLES TO CREDIT INSTITUTIONS - SIGHT - TERM CUSTOMERS’ CREDIT BALANCES REGULATED SAVINGS ACCOUNTS - SIGHT - TERM OTHER DEBT - SIGHT - TERM LIABILITIES IN THE FORM OF SECURITIES ISSUED - SHORT-TERM LOAN NOTES - INTERBANK SECURITIES AND NEGOTIABLE DEBT SECURITIES - BONDS ISSUED - OTHER LIABILITIES IN THE FORM OF SECURITIES ISSUED OTHER LIABILITIES ACCRUED CHARGES AND OTHER ACCRUAL ACCOUNTS PROVISIONS FOR CONTINGENCIES AND LOSSES SUBORDINATED DEBT GENERAL BANKING RISK RESERVE EQUITY CAPITAL EXCLUDING GENERAL BANKING RISK RESERVE - CAPITAL SUBSCRIBED - SHARE PREMIUM ACCOUNT - RESERVES - REVALUATION RESERVE - REGULATED PROVISIONS AND INVESTMENT GRANTS - BALANCE OF RETAINED EARNINGS (+/-) - RESULT PENDING APPROVAL - NET INCOME/LOSS FOR THE YEAR (+/-) TOTAL LIABILITIES - - 21,351 25,737 7,635,097 6,982,039 350,033 307,276 24,500 13,789 OFF-BALANCE-SHEET STATEMENT COMMITMENTS RECEIVED FINANCING COMMITMENTS COMMITMENTS RECEIVED FROM CREDIT INSTITUTIONS GUARANTEE COMMITMENTS COMMITMENTS RECEIVED FROM CREDIT INSTITUTIONS COMMITMENTS RELATING TO SECURITIES SECURITIES SOLD ON REPO OTHER COMMITMENTS RECEIVED CRÉDIT COOPÉRATIF P U B L I S H E D I N C O M E S TAT E M E N T P E R I O D F R O M 1 s t J A N U A R Y T O 31 D E C E M B E R 2 0 0 4 (EUROS 000) FINANCIAL YEAR to 31/12/2004 FINANCIAL YEAR to 31/12/2003 INTEREST RECEIVED AND SIMILAR INCOME INTEREST AND SIMILAR INCOME ON OPERATIONS WITH CREDIT INSTITUTIONS INTEREST AND SIMILAR INCOME ON OPERATIONS WITH CUSTOMERS INTEREST AND SIMILAR INCOME ON BONDS AND OTHER FIXED-INCOME SECURITIES OTHER INTEREST RECEIVED AND SIMILAR INCOME + + IINTEREST PAID AND SIMILAR EXPENSES INTEREST PAID AND SIMILAR EXPENSES ON OPERATIONS WITH CREDIT INSTITUTIONS INTEREST PAID AND SIMILAR EXPENSES ON OPERATIONS WITH CUSTOMERS INTEREST PAID AND SIMILAR EXPENSES ON BONDS AND OTHER FIXED-INCOME SECURITIES OTHER INTEREST PAID AND SIMILAR EXPENSES - INCOME AND EXPENSES FROM BANKING OPERATIONS 306,229 59,384 293,681 71,865 156,916 89,910 155,130 66,670 19 17 193,357 38,084 - 185,004 43,081 26,209 24,282 119,205 107,633 9,859 10,007 INCOME FROM FINANCE-LEASING OPERATIONS AND PURCHASE-OPTION RENTAL OPERATIONS EXPENSES ON FINANCE-LEASING OPERATIONS AND PURCHASE-OPTION RENTAL OPERATIONS INCOME FROM OUTRIGHT RENTAL OPERATIONS EXPENSES ON OUTRIGHT RENTAL OPERATIONS INCOME FROM VARIABLE-INCOME SECURITIES + 8,877 + 3,781 COMMISSION INCOME + 53,134 + 49,812 COMMISSION EXPENSES - 18,879 - 20,796 TRADING-PORTFOLIO GAINS OR LOSSES NET GAIN/LOSS ON OPERATIONS IN TRADED SECURITIES NET GAIN/LOSS ON FOREIGN-EXCHANGE OPERATIONS NET GAIN/LOSS ON TRANSACTIONS IN DERIVATIVE FINANCIAL INSTRUMENTS + 1,376 82 124 1,169 + - 160 77 586 503 GAINS OR LOSSES ON PORTFOLIO-INVESTMENT AND SIMILAR TRANSACTIONS + 6,299 + 5,932 26/27 CRÉDIT COOPÉRATIF C O M P T E D E R É S U LTAT P U B L I A B L E P É R I O D E D U 1 E R J A N V I E R A U 31 D É C E M B R E 2 0 0 2 OTHER INCOME FROM BANKING OPERATIONS (EUROS 000) FINANCIAL YEAR to 31/12/2004 FINANCIAL YEAR to 31/12/2003 + + 1 97 INCOME FROM REAL-ESTATE DEVELOPMENTS OTHER INCOME OTHER BANK OPERATING EXPENSES EXPENSES ON REAL-ESTATE DEVELOPMENTS OTHER EXPENSES 98 - NET BANKING INCOME 166 150 15 136 - 251 166 251 163,610 147,465 GENERAL OPERATING EXPENSES STAFF EXPENSES OTHER ADMINISTRATIVE EXPENSES - 121,921 77,197 44,723 - 117,024 74,598 42,426 DEPRECIATION, AMORTISATION AND PROVISIONS ON INTANGIBLE AND TANGIBLE FIXED ASSETS - 881 - 290 - 40,808 10,285 - 30,151 10,602 GROSS OPERATING PROFIT COST OF RISK 30,524 NET OPERATING INCOME GAINS OR LOSSES ON INVESTMENTS IN CAPITAL ASSETS GAINS OR LOSSES ON INTANGIBLE AND TANGIBLE FIXED ASSETS GAINS OR LOSSES ON LONG-TERM FINANCIAL ASSETS + 1,801 1,801 19,548 - 32,325 PROFIT BEFORE TAX ON ORDINARY OPERATIONS 1,410 92 1,318 18,138 NET EXTRAORDINARY INCOME/LOSS - 466 - 2,257 CORPORATION TAX - 7,173 - 15,932 APPROPRIATIONS TO/REVERSALS FROM GENERAL BANKING RISK RESERVES AND REGULATED PROVISIONS APPROPRIATIONS TO/REVERSALS FROM GENERAL BANKING RISK RESERVES APPROPRIATIONS TO/REVERSALS FROM REGULATED PROVISIONS - 3,335 3,574 240 25,787 21,351 25,737 NET INCOME/LOSS FOR THE YEAR 26,809 CRÉDIT COOPÉRATIF NOTES T O T H E PA R E N T - C O M PA N Y F I N A N C I A L S TAT E M E N T S - Crédit Coopératif, a société coopérative anonyme de Banque Populaire à capital variable, a people’s bank in the form of a cooperative public limited company with variable capital has included within its consolidation scope in 2004 the credit institutions that signed an association agreement and the minority-held and non-banking subsidiaries. I – AC C O U N T I N G P R I N C I P L E S A N D M E T H O D S The annual financial statements are drawn up in accordance with the regulations applicable to credit institutions and in compliance with the generally-accepted French accounting principles. The rules for publication of financial statements have been applied in accordance with regulation 2000-03 of the Comité de la Réglementation Comptable (French accounting regulation committee). ● Customer loans Customer loans are entered in the balance sheet at their nominal value. Accrued interest on receivables is posted under counterpart related-receivables accounts to the related income-statement items. ● 2004 FINANCIAL YEAR Doubtful debts: debts are classed as doubtful when, even though they are secured, they present a credit risk ascertained by the occurrence of one of the following situations: one or more unpaid accounts within not less than three months, • a worsening in the financial situation of the counterparty, • the existence of disputes or litigation between the institution and the counterparty. • Compromised doubtful debts: debts specifically identified from among doubtful debts where the solvency of a counterparty is in a state such that after classification for a reasonable period among doubtful debts, no reclassification as healthy debt can any longer be foreseen. Segmentation of doubtful debt The segmentation of doubtful debt and compromised doubtful debt is performed on the same basis as for overall gross amounts of debt outstanding, by counterparty type: non-financial companies, sole traders, individuals, government and non-government administration, other customer segments. Doubtful debts and provisions CRC regulation No. 2002-03 concerning the accounting treatment of credit risk determines the classification of doubtful debts in the balance sheet and the accounting treatment of restructured debts. Debt classification Healthy debt: Debts are classed as healthy debt when they correspond to a normal commercial relationship, excluding all ascertained credit risk. A credit risk is ascertained when the institution is unlikely to recover all or part of the sums owed by the counterparty in accordance with the initial contractual terms and despite the existence of a guarantee or deposit. Restructured debt: Debit is restructured either on market terms, or on non-market terms when the renegotiated rate is lower than market terms prevailing at the date of restructuring. In these circumstances, restructured debts are identified in a special category of healthy debt. A discount is calculated on such debts, representing the present value of the future interest differential. This discount is charged to income as cost of risk. It is written to income under interest margin, using an actuarial method according to the term of the loan. Crédit Coopératif has not recorded any restructured loans on non-market terms. 28/29 Rules governing doubtful debt In general, doubtful debt is identified by means of attributes, and compromised doubtful debts are recorded in special accounts. Classification as doubtful debt or as compromised doubtful debt has a knock-on effect, with the classification on the same footing of the whole of the outstanding debt and commitments relating to the counterparty concerned, notwithstanding the existence of a security or guarantee. In general, doubtful debt is identified by means of attributes, and compromised doubtful debts are recorded in special accounts. Classification as doubtful debt or as compromised doubtful debt has a knock-on effect, with the classification on the same footing of the whole of the outstanding debt and commitments relating to the counterparty concerned, notwithstanding the existence of a security or guarantee. This rule concerns neither debt affected by isolated or shortduration disputes unrelated to the any insolvency of the counterparty, nor the credit risk dependent upon the solvency of a third party and not upon that of the counterparty itself. Where the counterparty belongs to a group, the institution examines the implications of such failure to pay for the customer group, and determines whether to class as doubtful debt all or part of the outstanding debt relating to the legal entities forming such customer group. CRÉDIT COOPÉRATIF Regrading as healthy debt reflects the resumption of normal trading relations, which is observed when regular payments are resumed of the amounts corresponding to contractual instalments. term investment, investment in subsidiaries, shares in affiliates – determined according to the intention for which they are held. Where, after regrading as healthy debt, the debtor fails to keep up the payments at the set dates, the outstanding debt is immediately downgrade to compromised doubtful debt. A debt classed as a doubtful debt is downgraded to a compromised doubtful debt at the elapse of one year, unless there are good grounds for maintaining the debt as merely doubtful. Where the debt becomes ascertainably bad, the debt is written off as a loss, regardless of whether any provision has previously been set aside for it. Trading securities Accounting for hedging instruments Hedging mechanisms arising from the following: - a short-term credit policy stance favouring back-to-back financing (trade discount and trade debt assignment), - effective implementation of second-level auditing, performed by the commitments management department, - partnerships with insurance companies to pool signature commitment risks or mutual-society partnerships pooling medium- and long-term risks, - selection of collateral security (mortgage charges, fixed and floating charges, pledges, etc.) or even securities given by local government authorities. Provisioning rules Doubtful-debt provisions are set aside on doubtful debts or for risks, for the amount of probable losses and taking into account any securities in favour of the bank. These provisions for loss are calculated after individual analysis of each of the doubtful cases and are determined at quarterly intervals. Provisions for risk are recorded as liabilities in the balance sheet for unallocated customer risks and for off-balance-sheet commitments. The future cash-flow discounting method will be applied as from 1 January 2005. Interest on recorded doubtful debt is fully provisioned; interest on compromised doubtful debt is no longer recorded in the accounts. ● Securities portfolio Securities are classified according to their nature – government stock, bonds and other fixed-income securities, equities and other variable income securities – and their purpose – for trading, short-term investment, portfolio activity, long- Acquired with the intention of being resold within a maximum of six months, these are recorded at the time at their acquisition cost. At the year-end date, they are valued at their market value, and any unrealised gains and losses are written to income. Short-term investment securities These securities are purchased with the intention of holding for longer than six months, excluding securities classed as long-term investments. Recorded at the time of purchase for their acquisition price excluding costs, short-term investment securities are valued at the year-end at stock-market price for listed securities, and on the basis of their probable trade value for unquoted securities, while only unrealised losses are covered by a provision for loss. Portfolio-activity securities This category cover venture-capital securities held with the purpose of securing a medium-term capital gain without influencing the management of the issuer companies. Acquired net of costs, these securities are valued at the yearend at their fair value to the institution. Unrealised gains are not recorded, while unrealised losses are covered by provisions for loss. Long-term investment securities These are fixed-income securities that are acquired with the intention of holding them until maturity, and that are hedged for interest rate or liquidity. They are recorded at the time of purchase for their acquisition cost, and any difference between the acquisition cost and redemption value is written to income in stages over the residual maturity of the securities. No unrealised losses or gains are recorded at the year-end. Investments in subsidiaries and shares in affiliates These are securities of which the durable possession is considered conducive to the activity of the institution. They are recorded net of costs at their purchase price and valued at the year-end at their fair value to the institution. Unrealised capital gains are not recorded, whereas unrealised capital losses are covered by provisions for loss. CRÉDIT COOPÉRATIF ● Bond issues The costs relating to the issue of bonds are written down on a straight-line basis over the maturity period of the issues; premiums are also written down in equal amounts over the term of the issues, regardless of the repayment intervals. ● Derivative financial instruments Hedging and dealing operations in interest-rate, foreignexchange or equities future financial instruments are recorded in the accounts in accordance with CRB (French banking regulation committee) regulations 90.15 and 92.04. The nominal commitments entered in the off-balance-sheet statement attest to the volume of trades in progress while not reflecting the counterpart risk or the market risk. The expenses and income relating to hedging operations are posted to income on the counterpart side to the entries for expenses and income for the assets hedged; for interest-rate futures, items are recorded on the same line heading as for the expenses and income of the assets hedged. Expenses and income from global interest-risk hedging operations are posted to income pro rata temporis. ● Currency operations All assets liabilities and off-balance-sheet commitments denominated in currencies are converted at the official exchange rate at the year-end date. Unrealised or final foreign-exchange gains and losses are posted to income. ● Accounting method changes - Long-service awards: bonuses paid in respect of longservice awards were recorded in the accounts in the form of provisions for contingencies and losses. The long-service awards had been treated as pension commitments (commitments after the end of service) until the publication of the Conseil National de la Comptabilité (French national accounting council) recommendation on pension commitments and similar benefits (No. 03-R-01 of 1 April 2003, applicable at 1 January 2004): Accordingly, it there was no requirement to set aside a provision covering them. Since the date of entry into force of the foregoing recommendation, long-service awards have been excluded from the scope of pension commitments and similar benefits, and now fall under CRC regulation CRC No. 2000-06 on liabilities: such awards must therefore be covered by a provision as from 1 January 2004. Since this is a change in accounting method arising from a new accounting rule, for the first year, this provision was charged against equity for an amount net of tax of 1,155,000 €. - Bank card subscriptions and custody fees: until 2003, bank card subscriptions and fees charged for the custody of customer portfolios were recorded when they were received. From 2004 onwards, these fees were regarded as remuneration for a continuous service and, accordingly, the pro rata temporis method should be applied to them. As a result of this change of method, the following amounts were charged to equity: - bank card subscriptions: ...................................- 395,000 m€ - custody fees: ......................................................+ 212,000 m€ Foreign-currency expenses and income paid or received are recorded at the rate prevailing on the transaction date, whereas expenses and income that are accrued by not paid or received are converted at the exchange-rate prevailing at the year-end date. ● Country risks A debt receivable from a credit institution resident in Poland was provisioned for 5% of its value, in accordance with tax regulations. ● Fixed assets Fixed assets are initially recorded at their acquisition cost and depreciated on a straight-line basis, in accordance with their estimated working lives under the tax rules: buildings: 25 to 50 years • fittings and fixtures: 10 years • office furniture and equipment: 5 to 10 years. • 30/31 I I - I N F O R M AT I O N O N T H E I T E M S I N T H E BA L A N C E S H E E T, OFF-BALANCE-SHEET AND INCOME S TAT E M E N T S TAT E M E N T ● BALANCE SHEET (notes 1 to 18), ● OFF-BALANCE-SHEET STATEMENT (notes 19 and 20), ● INCOME STATEMENT (notes 21 to 24). To improve their presentation, some notes have been modified compared with 2003. CRÉDIT COOPÉRATIF I I I - O T H E R I N F O R M AT I O N ● Operations with the Network The Crédit Coopératif network, formed by the Crédit Coopératif and the subsidiary and non-subsidiary credit institutions that signed an association agreement with it, is itself part of the Banques Populaires network. deductions, which was revised on account of the merger with the Caisse Centrale de Crédit Coopératif in 2003. The charge set aside to provisions as a result of the update amounted to 447,000 €, bringing the total amount of the provision to 1,312,000 €. ● General banking risk reserve This reserve, which can be classed with equity capital, records the following: ● Numbers employed Average numbers of serving staff during the 2004 financial year were as follows: Clerical workers Middle management Executives TOTAL ● 47 580 695 1,322 Remuneration, advances, loans and commitments in favour of members of the Senior Management and Executive bodies - Overall amount of pension commitments en remuneration and allocated in respect of the financial year 2004 • to members of the Board . . . . . . . . . . . . . . . . . . . . . . nil • to members of Executive bodies . . . . . . . . 909,000 m€ - Overall amount of advances and loans extended in 2004 ● • to members of the Board . . . . . . . . . . . . . . 686,000 m€ • to members of Executive bodies . . . . . . . . . . 97,000 m€ Retirement gratuities Retirement gratuities are evaluated using an actuarial method taking account of age, seniority and likelihood of presence in the business at the time of retirement of employees. A provision for contingencies and losses was set aside for the first time in 1999. In 2000, retirement-gratuity commitments were covered by a single-premium insurance policy of which the payment was spread over 3 years. The last instalment of this subscription was paid in December 2002. In 2003, the commitments were converted to current value to take account of the effects of the reform in retirement legislation and the implementation of the Banques Populaires agreement. The average rate of employer’s contributions included in the evaluation was also adjusted. In 2004, the conversion to current value was carried out according to the same assumptions as for 2003, except the rate of welfare - the appropriation to the regional solidarity fund instituted as part of the guarantee system for the Banques Populaires network, - the appropriation to cover general risks. ● Commitments guaranteeing the liquidity and solvency of the Banques Populaires The system for guaranteeing the liquidity and solvency of the Banques Populaires network was laid down by a general decision of the Banque Fédérale des Banques Populaires, as central body, pursuant to Articles L. 511-30, L. 511-31, L. 511-32 and L. 512-12 of the Monetary and Financial Code. This guarantee system relies on the whole of the equity capital of the network-member institutions through an internal mutual-support mechanism. The Banque Fédérale resorts to the network’s mutual support by calling on the banques populaires to provide the necessary financial support, within the limit of their equity capital. The equity capital of the Banque Fédérale are relied-on, in the last resort, to support the liquidity and solvency of the banques populaires. Under this internal mutual-support mechanism, a first line of mutual support is instituted. The first constituent of this line is the Federal solidarity fund, which is included in the general banking risk reserve of the Banque Fédérale. Its other constituents are the regional solidarity funds, which are included in the general banking risk reserves of the banques populaires. These regional funds are supplied every year with 10% of the net income earned by the banques populaires before depreciation and any distribution, and as adjusted for corporation tax. The banques populaires cannot have disposal of those funds without the permission of the Banque Fédérale. It should be recalled, moreover, that the institutions of the banques populaires network are members of the Deposit Guarantee Fund instituted by law, of which all approved credit institutions in France are members. CRÉDIT COOPÉRATIF NOTE No. 1 31/12/2004 31/12/2003 107,341 448,692 439,960 8,732 1,908,248 663,783 1,234,040 10 10,415 33,515 247,127 244,133 2,994 2,352,777 413,359 1,908,995 10 30,413 TOTAL 2,464,281 2,633,419 * of which network * of which Crédit Coopératif network 1,104,048 803,858 1,496,827 1,326,339 O P E R AT I O N S W I T H C U S T O M E R S – A S S E T S – Cash, CCP postal-giro a/cs, central banks – Government stock and similar securities - Treasury bills and OAT French treasury bonds - related receivables – Receivables from credit institutions - sight - term - net doubtful debts - related receivables - Crédit Coopératif network: institutions that have signed an association agreement with the Crédit Coopératif NOTE No. 2 31/12/2004 31/12/2003 – Central banks, CCP postal-giro a/cs – Payables to credit institutions: - sight - term - Other amounts payable - Related accounts payable 1,275,192 282,245 984,963 0 7,984 1,380,834 246,076 1,113,799 0 20,959 TOTAL 1,275,192 1,380,834 531,700 343,703 943,015 888,010 I N T E R BA N K O P E R AT I O N S – L I A B I L I T I E S * of which network * of which Crédit Coopératif network 32/33 CRÉDIT COOPÉRATIF NOTE No. 3 31/12/2004 31/12/2003 235,069 216,201 0 2,521,681 18,902 65,806 210,518 219,554 0 2,429,975 19,403 70,155 3,057,659 2,949,605 31/12/2004 31/12/2003 – Export credit facilities - Liquidity and consumer credit facilities - Capital-equipment investment credit - Housing loans - Other loans - Securities received on reverse repo - Stocks received on reverse repo - Subordinated loans 4,540 153,798 2,081,098 224,368 17,788 4,661 160,867 1,952,992 192,010 19,481 35,000 5,089 92,523 7,440 TOTAL 2,521,681 2,429,974 O P E R AT I O N S W I T H C U S T O M E R S – A S S E T S ASSETS WITH CUSTOMERS – NET VALUES - Overdrafts on current accounts Trade credit Factoring Other loans to customers - Details Related receivables and unposted items Net doubtful debts TOTAL O T H E R L OA N S T O C U S T O M E R S - D E TA I LS BREAKDOWN OF LOANS ECO BY NOMIC TRANSACTOR – LOANS TO CUSTOMERS Non- financial companies Sole traders Individuals Non-government administration Government agencies and social security Other customer segments Total 31/12/2004 Total 1,760,576 21,206 294,029 883,241 25,614 32,891 3,017,557 Sub-total 1,728,603 17,590 287,721 860,917 24,029 32,891 2,951,751 195,134 1,290 0 20,393 0 216,817 - Export Credit 4,454 86 0 0 0 4,540 - Cash advances 61,990 778 88,506 2,524 0 153,798 1,271,236 9,368 0 759,017 16,397 25,080 2,081,098 - Housing loans 29,472 2,784 181,422 3 172 7,518 0 224,368 - Other loans 17,847 591 1,510 9,448 114 120 29,630 148,470 2,693 16,283 66,363 0 7,691 241,500 - HEALTHY DEBT - Trade debt - Capital-equipment investment credit - Overdrafts on current accounts - of which restructured loans DOUBTFUL ACCOUNTS RECEIVABLE FROM CUSTOMERS Sub-total 1,419 131 1,550 - Non-compromised doubtful debts 71,251 10,604 8,058 1,199 14,057 2,092 49,748 7,404 3,533 525 0 0 146,647 21,824 - Compromised doubtful debts 60,647 6,859 11 ,965 42,344 3,008 0 124,823 -39,278 -4,442 -7,749 -27,424 -1,948 0 -80,841 -3,788 - 428 - 747 -2,645 - 189 0 -7,797 -35,490 -4,014 -7,002 -24,779 -1 759 0 -73,044 PROVISIONS ON DOUBTFUL DEBT RECEIVABLE FROM CUSTOMERS – Sub-total – Provisions on non-compromised doubtful debts – Provisions on compromised doubtful debts CRÉDIT COOPÉRATIF NOTE No. 4 2004 O P E R AT I O N S W I T H C U S T O M E R S – L I A B I L I T I E S 2003 PAYABLE TO CUSTOMERS – SUMMARY – Customer deposits and borrowings - sight - term 2,415,138 439,918 2,140,287 366,228 37,925 37,421 7,805 7,099 2,900,786 2,551,035 - Deposits and guarantees - Other amounts payable - Related accounts payable TOTAL 31/12/2004 31/12/2003 PAYA B L E T O C U S T O M E R S – D E T A I L S sight - Specially-regulated savings accounts - Customer deposits and borrowings term sight term 531,461 114,278 430,829 104,308 1,883,677 270,540 1,709,458 190,145 - Borrowings from financial customers 300 - Securities sold on repo - Securities delivered on repo 55,100 TOTAL 2,415,138 439,918 71,475 2,140,287 366,228 NOTE No. 5 T E R M R E C E I VA B L E S A N D PAYA B L E S B R O K E N D O W N BY R E S I D UA L M AT U R I T Y ASSETS - RECEIVABLES FROM CREDIT INSTITUTIONS - RECEIVABLES FROM CUSTOMERS - BONDS AND OTHER FIXED-INCOME SECURITIES TOTAL D<=3months 3<D<=1year 1<D<=5years 5 years<D Indefinite term Total 546,108 402,764 453,684 200,708 292,378 480,792 419,819 1,172,577 492,593 507,304 870,148 33,197 60 15 1,673,999 2,737,882 1,460,266 1,402,556 973,878 2,084,989 1,410,649 75 5,872,147 465,878 199,567 1,133,610 3,791 1,129,819 71,891 81,803 405,362 9,343 322,501 279,099 139,809 636,499 2,314 468,271 168,095 18,739 390,539 46 114,179 73,517 165,915 64,791 276,314 107,000 22,868 515,746 194,659 1,120,198 684,373 22,868 4,185,550 LIABILITIES – – – – – PAYABLES TO CREDIT INSTITUTIONS CUSTOMERS’ CREDIT BALANCES LIABILITIES IN THE FORM OF SECURITIES ISSUED SHORT-TERM LOAN NOTES INTERBANK SECURITIES 984,963 439,918 2,566,010 15,494 2,034,770 AND NEGOTIABLE DEBT SECURITIES – BOND ISSUES – SUBORDINATED LOANS TOTAL 1,799,055 34/35 559,056 CRÉDIT COOPÉRATIF NOTE No. 6 BREAKDOWN OF SECURITIES PORTFOLIO AT 31/12/2004 BONDS AND OTHER FIXED-INCOME SECURITIES Quoted securities - Unquoted securities - Related receivables - Trading securities 1,541 1,542 21,215 65 of which subordinated securities GROSS TOTAL Short-term investment securities Securities held to maturity 4,582 1,541 EQUITIES AND OTHER VARIABLE-INCOME SECURITIES 948,153 512,114 18,276 4,727 9,309 22,822 1,454,180 1,478,543 -1,356 -2 -1,358 1,541 21,466 1,454,178 1,477,185 Trading securities Short-term investment securities Bearer share securities Provisions for loss NET TOTAL 945,070 490,899 18,211 Total Total - Quoted securities - Unquoted securities - Related receivables 1,651 255,145 6,912 1,651 262,057 GROSS TOTAL 256,796 6,912 263,708 -2,982 -1,214 -4,196 253,814 5,698 259,512 Provisions for loss NET TOTAL NOTE No. 7 CHANGES IN SECURITIES H E L D T O M AT U R I T Y 31/12/03 Purchases Disposals Redemptions Currency - Government stock 244,133 277,955 -79,000 - Bonds and other fixed-income securities 669,503 5,175,991 -4,392,228 Premium/ discount - 347 Other items 31/12/2004 -3,128 439,960 -6,696 7,958 1,454,181 The premium remaining to be spread over on securities held to maturity amounts to 24,099,000 €. This premium is equal to the difference between the redemption value (1,851,831,000 €) and the gross book value (1,851,831,000 €) NOTE No. 8 31/12/2004 FINANCIAL ASSETS Shares in affiliates 31/12/2003 Minority shareholdings in subsidiaries Total - Gross financial assets - Provisions for loss 156,110 76,540 -4,629 232,650 -4,629 208,777 -1,711 Net financial assets 156,110 71,911 228,021 207,066 - 501 - 501 1,653 48 71,410 227,520 208,767 - Translation differences - Related receivables TOTAL 156,110 CRÉDIT COOPÉRATIF NOTE No. 9 I N TA N G I B L E ASSETS AND FIXED ASSETS 31/12/2003 Mergers Increases Decreases 31/12/04 TANGIBLE FIXED ASSETS - Land and buildings used for operations Non-operating land and buildings Fixed assets under construction Other assets 22,120 480 372 8,872 595 618 -570 -550 22,418 480 397 8,940 31,844 1,511 -1,120 32,235 -10,699 -881 550 -11,030 21,145 630 -570 21,205 GROSS SUB-TOTAL - Depreciation - Provisions NET TOTAL 298 INTANGIBLE ASSETS - Partnership certificates – Deposits guarantee fund Leasehold rights Trade goodwill Software GROSS SUB-TOTAL - Amortisation - Provisions NET TOTAL 1,397 410 4,589 27 0 -27 1 397 410 4,589 0 6,423 0 -27 6,396 27 -4,182 -407 0 1,807 -4,209 -407 1,807 0 N O T E N o . 10 31/12/2004 31/12/2003 P R E PAY M E N T S , A C C R U A L S A N D M I S C E L L A N E O U S A S S E T S OTHER ASSETS - OPTIONS INSTRUMENTS PURCHASED - SETTLEMENTS OF TRANSACTIONS IN SECURITIES - OTHER STOCKS AND MISCELLANEOUS EMPLOYMENTS OF FUNDS - SUNDRY DEBTORS - DOUBTFUL DEBTS, NET - RELATED RECEIVABLES TOTAL 553 916 269 2,950 21,001 18,255 32 22,470 21,506 ACCRUAL ACCOUNTS (ASSETS) - COLLECTION ACCOUNTS ADJUSTMENT ACCOUNTS POTENTIAL LOSSES ON UNMATURED FUTURES HEDGING CONTRACTS POTENTIAL LOSSES ON MATURED FUTURES HEDGING CONTRACTS PREPAYMENTS DEFERRED INCOME ISSUE PREMIUMS TO BE CARRIED FORWARD OTHER DEFERRED CHARGES OTHER ACCRUAL ACCOUNTS TOTAL 36/37 41,942 78,083 3,583 2,200 33,676 4,256 1,319 4,611 3,636 29,035 4,302 17,801 88,077 103,458 209,063 CRÉDIT COOPÉRATIF N O T E N o . 11 31/12/2004 31/12/2003 AC C R U E D C H A R G E S & M I S C E L L A N E O U S L I A B I L I T I E S OTHER LIABILITIES - OPTIONS INSTRUMENTS SOLD SETTLEMENTS OF TRANSACTIONS IN SECURITIES LIABILITIES ON SECURITIES OUTSTANDING PAYMENTS ON SECURITIES NOT FULLY PAID SUNDRY CREDITORS INVESTMENT GRANT ALLOCATED GOVERNMENT STOCKS RELATED ACCOUNTS PAYABLE TOTAL ACCRUED CHARGES - COLLECTION ACCOUNTS - ADJUSTMENT ACCOUNTS - VARIANCE ACCOUNTS - POTENTIAL GAINS ON UNMATURED FUTURES HEDGING CONTRACTS - POTENTIAL GAINS ON MATURED FUTURES HEDGING CONTRACTS - UNEARNED INCOME - ACCRUED CHARGES - OTHER ACCRUED CHARGES TOTAL 204 2,385 275 858 1,285 73,455 1,024 63,258 2,136 3,669 45 79,465 69,129 43,287 568 46,512 1,420 914 4,931 21,421 72,959 477 3,470 6,537 23,658 35,229 144,080 117,303 NOTE No. 12 P R OV I S I O N S W R I T T E N AG A I N S T A S S E T S 31/12/03 Increase Decrease Other change 31/12/04 - Provisions for doubtful debts - Provisions for loss 90,375 7,191 14,741 3,933 -23,842 - 476 1 - 57 81,275 10,591 TOTAL 97,566 18,674 -24,318 -56 91,866 NOTE No. 13 P R OV I S I O N S F O R CONTINGENCIES AND LOSSES 31/12/03 Appropriations Reversals Miscellaneous Regrading 31/12/04 - Retirement gratuities and long-service awards - Country risks - Exchange risk on investments in subsidiaries - Sectoral risk - Customers - Disputed claims - Banking operations - Other 865 447 0 1.155 0 2,467 696 1,653 1,430 1,128 1,729 197 62 0 0 0 682 1 0 0 570 1,653 0 3,058 339 0 29 0 0 0 0 0 0 0 0 0 0 2,649 0 0 0 126 0 1,430 1,401 1,391 197 33 TOTAL 7,760 1,130 5,649 1,155 2,649 7,045 CRÉDIT COOPÉRATIF NOTE No. 14 31/12/2004 31/12/2003 15,495 14,381 2,034,769 426,199 786,331 822,239 515,746 1,680,840 481,691 681,255 517,894 592,293 41,475 39,441 2,607,485 2,326,955 DEBT INSTRUMENTS ISSUED - SHORT-TERM LOAN NOTES AND SAVINGS BONDS - INTERBANK MARKET SECURITIES - NEGOTIABLE DEBT SECURITIES - OF WHICH - SUBSCRIBED BY CREDIT INSTITUTIONS - SUBSCRIBED BY FINANCIAL CUSTOMERS - SUBSCRIBED BY CUSTOMERS - BONDS ISSUED - OTHER LIABILITIES IN THE FORM OF SECURITIES ISSUED - RELATED ACCOUNTS PAYABLE TOTAL NOTE No. 15 31/12/2003 Issues Redemptions 31/12/2004 BONDS ISSUED - FIXED-RATE BORROWINGS - RELATED ACCOUNTS PAYABLE 592,293 19,012 TOTAL 611,305 0 76,547 515,746 13,832 76,547 529,578 NOTE No. 16 S U B O R D I N AT E D DEBT Issue Currency dates Maturity Reference (€ 000) Date rate Bond market monthly average yield 31/12/2004 31/12/2003 22,867 22,867 7.15 % 5.95 % 5.35 % 6.25 % 6.00 % 4.00 % 19,056 30,490 15,245 30,000 47,000 30,00 19,056 30,490 15,245 30,000 47,000 0 194,658 164,658 15,961 15,562 4,098 4,143 214,717 184,363 Near-equity loans (1) 27/01/1986 francs 22,867 Undated Other subordinated debt (2) 21/06/1996 19/12/1997 29/06/1998 30/06/2000 28/06/2002 17/12/2004 euros euros euros euros euros euros 19,056 30,490 15,245 30,000 47,000 30,000 21/06/2006 12/09/2007 29/06/2008 29/06/2010 28/06/2012 17/12/2014 194,658 SUB-TOTAL MUTUAL GUARANTEES EXTENDED RELATED ACCOUNTS PAYABLE TOTAL Balance o/s at Amount of issue 1) Near-equity loans: non-redeemable except at par in the event of liquidation. The Crédit Coopératif reserves the right to redeem these securities through the market (Public Offer for Purchase [“OPA”]) and to offer to exchange them (Public Offer for Exchange [“OPE”]). (2) Subordinated loans: in the event of the issuer’s going into liquidation, these securities are redeemed after paying off all preferential or ordinary creditors, but before redeeming near-equity and equity capital instruments. The Crédit Coopératif reserves the right to redeem securities early by repurchasing through the market; it may also redeem these securities through Public Offers for Exchange [“OPE”] and Public Offers for Purchase [“OPA”]. 38/39 CRÉDIT COOPÉRATIF NOTE No. 17 31/12/03 CHANGES I N E Q U I T Y C A P I TA L Net income 2003 appropriation - Share capital – details - Issue premiums and the like - Reserves - Legal reserve - Other reserves - Special reserve for long-term capital gains - Special investment reserve - Regulated provisions - Details - Retained earnings - Net income for the year - Cooperative rebate - Dividends 190,369 66,106 48,232 6,126 19,034 22,347 725 1,534 2,941 25,737 TOTAL 334,919 -239 -1,338 21,351 232,780 66,106 69,802 9,987 36,034 22,895 886 1,295 1,680 21,351 62,185 393,014 21,570 3,861 17,000 548 161 77 -25,737 455 3,635 455 3,635 0 4,090 Number of shares Unit value 3,351,432 7,461,798 4,451,008 A SHARES B SHARES C SHARES TOTAL Total amount 15,25 15,25 15,25 51,109,338.00 113,792,419.50 67,877,872.00 15,264,238 Years Appropriated in 1999 2000 2001 2002 2003 2004 31/12/04 distribution 42,411 S H A R E C A P I TA L B R E A K D OW N - D E TA I LS R E G U L AT E D P R OV I S I O N S I N V E S T M E N T P R OV I S I O N S - D E TA I LS Other changes 232,779,629.50 Amount of Takeover 2004 2005 2006 2007 2008 2009 TOTAL appropriation Movements during the financial year Provision at 31/12/2004 240 189 148 307 651 0 -240 0 0 189 148 307 651 0 1,535 -240 1,295 CRÉDIT COOPÉRATIF NOTE No. 18 AMOUNT P R O P O S E D A P P R O P R I AT I O N O F E A R N I N G S DETERMINATION OF EARNINGS TO APPROPRIATE - NET INCOME for the year - RETAINED EARNINGS - Drawing from reserve prescribed by the Articles 21,350,740.98 1,679,553.96 EARNINGS AVAILABLE FOR APPROPRIATION 23,030,294.94 APPROPRIATION OF AVAILABLE EARNINGS - Legal reserve (15% of 21,350,740.98) Reserve prescribed by the Articles Special investment reserve Special reserve for long-term capital gains Other reserves Dividends on B shares Dividends on C shares Rebate RETAINED EARNINGS carried forward 3,202,611.15 10,000,000.00 239,766.00 2,953,061.98 1,803,263.11 450,000.00 4,381,594.70 TOTAL 23,030,294.94 NOTE No. 19 31/12/2004 31/12/2003 O F F - BA L A N C E - S H E E T S TAT E M E N T COMMITMENTS BY THE COMPANY - Capital commitments - in favour of credit institutions . of which network - in favour of customers 130,540 130,540 318,902 126,667 126,167 252,869 - Guarantee commitments - on behalf of credit institutions . of which network - on behalf of customers 1,613 13 1,017,477 2,975 13 795,995 19,500 13,789 1,488,032 1,192,295 - Guarantee commitments - received from credit institutions . of which network 350,033 173,329 307,276 165,661 - commitments relating to securities - other commitments received 24,500 13,789 374,533 321,065 - commitments relating to securities - other commitments by the company TOTAL COMMITMENTS RECEIVED - Capital commitments - received from credit institutions . of which network TOTAL 40/41 CRÉDIT COOPÉRATIF NOTE No. 20 T R A N S A C T I O N S I N D E R I VA T I V E FINANCIAL INSTRUMENTS Transactions on organised markets Firm transactions Over-the-counter transactions Transactions in options Firm transactions Transactions in options HEDGING TRANSACTIONS INTEREST-RATE INSTRUMENTS - BUND 6.100 CONTRACTS 2,841,206 2,449,228 391,978 - INTEREST-RATE SWAPS Micro-hedged Macro-hedged BREAKDOWN OF INTEREST-RATE SWAPS BY RESIDUAL MATURITY: 1 year and less 1.423.525 Over 1 year to 5 years incl. 1.108.066 Over 5 years 309.615 - INTEREST-RATE OPTIONS - CAP / FLOOR / COLLAR 22,600 EXCHANGE-RATE INSTRUMENTS - EXCHANGE-RATE OPTIONS 16,152 OTHER INSTRUMENTS - CAC / S & P 500 INDEX 6,661 OTHER TRANSACTIONS INTEREST-RATE INSTRUMENTS EXCHANGE-RATE INSTRUMENTS OTHER INSTRUMENTS Contracts I N F O R M A T I O N O N D E R I VA T I V E I N S T R U M E N T S Interest-rate NATURE OF OVER-THE-COUNTER CONTRACTS Exchange-rate NOTIONAL AMOUNT (OF WHICH OPTIONS) 2.863.805 22.599 479.174 16.152 BREAKDOWN BY RESIDUAL MATURITY (EXCL. OPTIONS INSTRUMENTS SOLD) < 1 YEAR > 1 YEAR AND < 5 YEARS > 5 YEARS 1.432.252 1.108.066 317.110 443.315 12.002 15.027 GROSS REPLACEMENT COST POSITIVE NEGATIVE 72.098 15.476 74 2.851 POTENTIAL CREDIT RISK OF TRANSACTIONS 10.297 6.161 C R E D I T R I S K O F C O N T R AC T S T R A D E D OV E R -THE-COUNTER POSITIVE GROSS REPLACEMENT COST POSITIVE NET REPLACEMENT COST POTENTIAL CREDIT RISK EQUIVALENT CREDIT RISK BEFORE SECURITY SECURITY EQUIVALENT CREDIT RISK AFTER SECURITY WEIGHTING Credit institutions Customers 20% 50% 75,567 59,891 13,815 73,706 53,537 20,169 1,608 1,608 2,643 4,251 4,251 CRÉDIT COOPÉRATIF N O T E N o . 21 AT 31/12/2004 COMMISSIONS Income - Cash and interbank transactions Transactions on payment instruments Transactions with customers Transactions in securities Foreign-exchange transactions Financial services provided Consultancy TOTAL Expenses AT 31/12/2003 Net Income Expenses Net 837 16,711 22,527 526 135 12,398 -752 -16,182 -1,945 85 529 20,582 526 135 12,398 740 16,549 21,109 386 130 10,898 -603 -18,864 -1,329 137 -2,315 19,780 386 130 10 898 53,134 -18,879 34,255 49,812 -20,796 29,016 NOTE No. 22 G E N E R A L O P E R AT I N G E X P E N S E S 31/12/2004 Staff expenses - Salaries and other emoluments - Pension contributions - Other welfare contributions - Employee profit sharing - Payroll taxes and levies - Staff expenses billed to customers - Staff costs transferred - Change in provision for contingencies and losses 77,197 56,217 7,158 22,117 1,289 8,238 -18,129 -90 397 74,598 54,220 6,927 20,700 2,739 7,259 -17,353 -90 196 44,723 3,536 41,187 42,426 3,600 38,826 Other general operating expenses - Taxes and dues - Other general operating expenses TOTAL 31/12/2003 121,920 117,024 NOTE No. 23 AT 31/12/2004 COST OF RISK Income Expenses AT 31/12/2003 Net Income Expenses Net Allocated provisions - Interbank balances o/s - Misc. debtors and securities Sub-total Provisions for contingencies and losses - Off-Balance-Sheet commitments - General provisions - Country-risk provisions Sub-total Losses not covered by provisions Amounts recovered on bad debts written off - Interbank balances o/s - Sundry receivables from customers - Sundry debtors and securities Sub-total TOTAL -14,229 -434 -14,663 1,336 -12,893 -434 -13,327 -683 3,347 570 3,917 2,664 570 3,234 -1,714 5,398 120 5,518 -1,588 1,396 -192 -614 398 -216 -1,588 1,396 -192 - 614 398 -216 -16,934 6,649 -10,285 -20,727 10,125 -10,602 -683 1,336 -18,399 4,209 -14,190 -18,399 4,209 -14,190 -1,714 3,684 120 3,804 NOTE No. 24: Corporation tax amounts to 7,173,000 € , including standing contributions (3%) and welfare levies (3.3%); excluding net extraordinary income/loss, it comes to 7,338,000 €. 42/43 CRÉDIT COOPÉRATIF I N F O R M AT I O N C O N C E R N I N G S U B S I D I A R I E S AND MINORITY SHAREHOLDINGS – FINANCIAL YEAR 2004 C O M PA N I E S O R G R O U P S O F C O M PA N I E S Share capital Equity capital Percentage other interest than share held capital Book value of securities held (euros) Outstanding loans and advances granted by the company Amount of depositions and guarantees provided by the company Gross revenue for the latest financial year Dividends Net income received by or loss for the company the latest during the financial financial year year A) DETAILED INFORMATION CONCERNING SHAREHOLDINGS EXCEEDING 1% OF THE VALUE OF THE CAPITAL OF THE COMPANY REQUIRED TO DECLARE THE SIGNIFICANT SHAREHOLDING I - SUBSIDIARIES (NOT LESS THAN 50% OF THE SHARE CAPITAL HELD BY THE COMPANY) ECOFI INVESTISSEMENT 4,445,154 3,536,471 99.08 % 21,779,067 - - 30,187,002 3,801,732 1,957,944 INTERCOOP 4,000,000 17,637,365 100.00 % 21,532,525 203,432,594 - 45,419,495 1,212,514 2,000,000 BTP BANQUE 19,215,000 32,876,288 99.95 % 19,056,093 100,062,389 20,846,275 49,164,518 5,203,586 - BTP CAPITAL INVESTISSEMENT 14,073,752 2,327,232 79.42 % 9,209,458 - - 1,020,586 3,991,204 1,923,370 GIE-USCC 15,300,000 - 54.53 % 8,343,090 - - 28,583,351 121,233 - COOPAMAT 4,000,000 992,026 100.00 % 4,932,325 163,597,999 - 79,360,038 20,711 - SEFEA 2,983,000 - 70.90 % 2,115,000 - - SICOMI-COOP 4,573,800 4,234,237 50.34 % 4,182,687 36,976,247 48,128 661 - 14,852,167 328,909 271,404 79,542 II - MINORITY INVESTMENTS (10% TO 50% OF THE SHARE CAPITAL HELD BY THE COMPANY) ESFIN 38,277,228 2,045,582 37.58 % 15,228 844 - - 1,204,290 1,651,831 BISE (ESTIMATE) 17,006,651 9,898,000 37.91 % 11,756,939 2,535,243 - 27,089,974 1,223,870 - IRD - (EX SDR NORD PAS DE CALAIS) 26,604,677 13,467,000 28.92 % 5,652,172 153,181,930 - 20,268,253 2,700,00 403,644 2,241,484 109,163 - 97,996 3,663,989 - - 231,680 B) GLOBAL INFORMATION CONCERNING OTHER SUBSIDIARIES OR INVESTMENTS I - SUBSIDIARIES NOT MENTIONED IN § A a) French subsidiaries (taken together) b) Foreign subsidiaries (taken together) II - INVESTMENTS NOT MENTIONED IN § A a) French subsidiaries (taken together) b) Foreign subsidiaries (taken together) CRÉDIT COOPÉRATIF STATUTORY AUDITORS' GENERAL REPORT FINANCIAL YEAR 2004 Ladies and Gentlemen, In fulfilment of the assignment entrusted to us by your General Meeting, we present to you below our report on the financial year ended 31 December 2004 concerning: – the audit of the annual financial statements of Crédit Coopératif S.A., as attached to this Report; – the evidence and arguments substantiating our opinions; and – the special checks and disclosures required by law. The annual financial statements were drawn up by the Board of Directors. Board of Directors. It is our task, on the basis of our audit, to express an opinion on those financial statements. I OPINION ON THE ANNUAL F I N A N C I A L S TAT E M E N T S We performed our audit in accordance with accounting principles and standards applicable in France; these principles and rules require us to perform investigations so as to obtain reasonable assurance that the annual financial statements are free from material misstatement. An audit includes examining, on a test basis, the evidence substantiating the data contained in these financial statements. An audit also includes assessing the accounting principles used and significant estimates made in drawing up the financial statements, as well as evaluating their overall presentation. We believe that our audit provides a reasonable basis for our opinion, as expressed hereafter. We hereby certify that the annual financial statements, viewed in the light of French accounting principles, are properly drawn up, accurate and give a true and fair view of the net income from operations for the financial year ended and of the financial position and net assets of the company at the end of that financial year. Without qualifying the opinion given above, we wish to draw your attention to Note I "accounting principles and meth- 44/45 ods" in the notes to the financial statements, setting out the changes in the accounting treatment of long-service awards, bank card subscriptions and custody fees. I I EVIDENCE SUBSTANTIATING OUR ASSESSMENT Pursuant to Article L.225-235 of the French Commercial Code relating to the evidence substantiating our assessments, we should like to draw your attention to the following points: Changes in accounting treatment • In our assessment of the accounting standards and principles followed by your company, we satisfied ourselves as to the legitimacy of the changes of accounting method above-mentioned and of the presentation made of them. Accounting estimates • Your company sets aside provisions to cover the credit risks inherent in its activities as described in Note I "accounting principles and methods" in the notes to the financial statements. In our assessment of the significant estimates made in drawing up the financial statements, we examined the scheme of control and supervision for monitoring credit risks, for evaluating risks of non-recovery and for covering such risks by special provisions and by loss provisions intended to cover customer risks not specifically covered otherwise. • Your company holds positions in securities and in derivative financial instruments. Note I “Accounting principles and methods” sets out the accounting principles and methods used for securities and derivative financial instruments. We examined the scheme for control and supervision relating to the accounting classification and the determination of the parameters used to value those positions. We ascertained the appropriateness of the accounting methods adopted by the company and of the information supplied in the notes to the financial statements, and assured ourselves of their having been correctly applied. Our assessments as given in the foregoing are consistent with our approach in auditing the annual financial statements as a whole, and therefore contributed to the forming of our unreserved opinion as expressed in the first part of this report. III SPECIAL CHECKS A N D I N F O R M AT I O N Also in accordance with professional standards applicable in France, we conducted the special checks required by law. The truth, fairness and consistency with the annual financial statements of the information given in the Management Report by the Board of Directors and in the documents sent to members regarding the financial position and annual financial statements call for no comment on our part. As required by law, we satisfied ourselves that the various points of information relating to shareholdings and corporate control were duly communicated to you in the management report. Paris La Défense and Paris, 6 April 2005 KPMG Audit A department of KPMG S.A. Rémy Tabuteau Partner Sofideec Baker Tilly Pierre Faucon Partner Christian Alibay Partner CRÉDIT COOPÉRATIF STATUTORY AUDITORS' SPECIAL REPORT CONCERNING REGULATED AGREEMENTS FINANCIAL YEAR 2004 Ladies and Gentlemen, In our capacity as Statutory Auditors of your company, we are required to present to you our report on the regulated agreements of which we have been informed. lier financial years, remained in effect in the financial year under review. Paris La Défense and Paris, 6 April 2005 • Agreement with Ecofi-Investissements for the making-available of resources KPMG Audit A department of KPMG S.A. Agreements authorised during the financial year Nature and object Our task does not include ascertaining the existence of agreements, but we are required to communicate to you, on the basis of the information supplied to us, the characteristics and essential terms of those agreements notified to us, without our commenting on their usefulness or expediency. It is your task, under Article 92 of the Decree of 23 March 1967, to assess the usefulness of entering into these agreements for the purpose of approving them. The agreement initially made between Efigestion and the Caisse Centrale de Crédit Coopératif on 24 November 1990 was extended by an agreement signed on 13 December 2004, to take account of the absorption-mergers that had occurred within the Group. Accordingly, Crédit Coopératif is maintaining in being the undertaking to provide Ecofi-Investissements with the resources – particularly staff, premises and equipment – necessary for the latter’s operations. We wish to inform you that we were notified of no agreement falling within Article L 225-38 of the Commercial Code . Agreements approved in previous financial years which were maintained in being during the financial year under review Pursuant to the Decree of 23 March 1967, we were also informed that the following agreements, approved in ear- Terms Rémy Tabuteau Partner SOFIDEEC Baker Tilly Pierre Faucon Partner The amounts re-invoiced for this purpose in the 2004 financial year totalled € 995,643. We conducted our audit in accordance with professional standards applicable in France; these standards require us to conduct investigations so as to verify the concordance of the information notified to us with the underlying documents from which it was derived. Christian Alibay Partner GROUPE CRÉDIT COOPÉRATIF MANAGEMENT REPORT OF THE GROUPE CRÉDIT COOPÉRATIF 46/47 GROUPE CRÉDIT COOPÉRATIF The consolidation scope of the Groupe Crédit Coopératif has been widened to include all credit institutions that have signed an association agreement with the Crédit Coopératif; in addition to the latter’s subsidiaries, this scope now includes the former members of the Caisse Centrale de Crédit Coopératif – excluding the Crédit Maritime Mutuel institutions directly attached to the Banque Fédérale des Banques Populaires – making a total of 15 credit institutions, among them Edel and Batinorest. It is at this level that the activity and results are most appropriately appraised. The significant figures are as follows: ● 265 million euros in net banking income, showing an increase of 9.2%, ● 72 million euros in gross operating profit, increased 20.4%, ● 30.8 million euros of net income, showing +40.8% growth. As it currently runs, and with its own partnership basis, the Crédit Coopératif relies for its development on several working and partnership circles: The circle of associated institutions The associated institutions are structures of which the Crédit Coopératif does not control the capital, but of which it guarantees the solvency and liquidity, and which contribute to the Group’s development through their ability to influence demand, their expertise and risk support. The bodies involved mainly include the six regional financial cooperatives and the two SOFISCOPs, or industry-specific bodies such as CMGM, the tool of the FEDERATION DES INDUSTRIES MECANIQUES [mechanical industries trade association], GEDEX Distribution and SOCOREC, the instrument of the ENSEIGNES DU COMMERCE ASSOCIE retailer traders’ association), as well as the Banque EDEL, the offspring of a partnership with the Leclerc movement. In all, these bodies contributed close upon 750 million euros in finance to the businesses within their ambit. The specialist-institutions circle The subsidiaries circle ● ● the specialist-business subsidiaries, such as ECOFI Investissements, an asset management company that is independent for regulatory and ethical reasons, or the finance-leasing structures INTER-COOP, SICOMICOOP and COOPAMAT. the partner subsidiaries, that enable the Group to take action within a particular sector or territory. This is the case of BTP Banque, an instrument in a strengthened partnership with the FEDERATION FRANÇAISE DU BATIMENT [French building-trades association], and similarly of BATINOREST, which has the support of the Nord Pas-de-Calais Regional Council and trade organisations. In businesses complementary to its banking activity, the Crédit Coopératif has often engaged in ventures alongside partners that share its values and the areas of society it supports. The major commitment of this kind is development capital for social-economy business, through IDES and SIFA, or SMESMIs through the activities of the ESFIN Group, BANQUE POPULAIRE DEVELOPPEMENT or a network of regional bodies such as IRD Nord-Pas-de-Calais and its subsidiary CROISSANCE NORD PASDE-CALAIS, RHONE DAUPHINE DEVELOPPEMENT, CENTRE CAPITAL DEVELOPPEMENT or IRDI. At the end of 2004, Groupe Crédit Coopératif contributed a total of almost 53 million euros in equity funding. Partnerships ● Insurance In this sector, the Crédit Coopératif also formed valuable partnerships with the Mutuelles du GEMA, MUTAVIE, and the public servants’ mutual-guarantee body, GARANTIE MUTUELLE DES FONCTIONNAIRES, besides partnerships with trade organisations in the building industry, such as SMABTP and CGI Bâtiment for guaranteeing individual building construction. ● Social housing The Crédit Coopératif took part in the structuring of the HLM low-income housing agencies under the Borloo Act of August 2003, by taking minority shareholdings in some ten social-housing businesses: HLM boards in the form of Sociétés Anonymes or of cooperatives. Alternative, socially-committed finance The Groupe Crédit Coopératif is also the recognised pioneer of socially-responsible, -committed finance, in a multiplicity of facets and in many forms of partnership. It is committed to three lines of action: ● Ethical and socially-committed savings schemes; alongside organisations involved in socially-committed activities (NGOs, non-profit-making associations), the Crédit Coopératif offers committed, socially-responsible investors financial products in keeping with their values. In this area, Crédit Coopératif is close to FINANSOL, an organisation promoting committed and socially-responsible investment. ● Support for those involved in promoting the caring society: the Crédit Coopératif contributes technical and financial expertise to bodies involved in the inclusion of the handicapped in the world of work and in vocational training. GROUPE CRÉDIT COOPÉRATIF ● Promoting or guaranteeing sociallyresponsible finance: the Group is committed to micro-credit organisations such as the CAISSE SOLIDAIRE NORD PAS- DE-CALAIS, the Société Financière de la NEF, or organisations encouraging people to return to an active part in the economy, such as ADIE or France Active, with which latter an outline partnership agreement was signed in January 2005. Thus, the Groupe Crédit Coopératif, with its deep involvement and expertise, has successfully brought together a multiplicity of partners in great variety of schemes, with social, economic and financial results that attest to the fruitfulness of this approach. AC T I V I T Y The figures set out below are for the consolidation scope widened to all credit institutions that have signed an association agreement with the Crédit Coopératif. Pro forma financial statements have been drawn up for the position at 31 December 2003. FUNDS COLLECTED – BANKING RESOURCES (excluding related accounts payable) The total amount of banking resources and assets under management in UCITS reached 10.4 bn euros at the 2004 financial year-end, 13.1% higher than at 31 December 2003 on an equivalent consolidation basis. At 31 December 2004, ECOFI Investissements managed assets of 5.84 bn euros, increasing 12.5% compared with 31 December 2003. Customers’ banking resources, including negotiable debt securities (but excluding securities sold on repo) reached 5.5 bn euros at 31 December 2004 compared with 4.7 bn euros at 31 December 2003. 48/49 Broken down by category of resources, sight deposits grew 7.5%, savings grew 20.7% and remunerated resources increased 24.1%, including negotiable debt securities. LOANS (excluding related receivables) New investment loans to customers of the Crédit Coopératif and its subsidiaries amounted to 813 million euros, over 9% up on 2003. Total loans to customers on the new consolidation scope reached 4.6 bn euros, 7.4% higher, thanks to the buoyancy of medium- and long-term loans (+7.9%). Off-balance-sheet commitments on behalf of customers (opening confirmed credit facilities, deposits and guarantees) reached 2.4 billion euros at 31 December 2004 compared with 2.1 billion euros at 31 December 2003. THE TECHNOLOGICAL OFFER Again in 2004, the regulatory environment featured a tight timetable and demanding new requirements: IAS accounting standards, Basle II (McDonough ratio) risk-monitoring measures. In this context, the Group continued the work of adapting to the Internet environment of the ASTEL product offer to legal administrators of protected persons’ estates. A cash-withdrawal card with systematic authorisation on available balances was launched at the year-end to meet the demand of protected-estate administration bodies. The use of the COOPANET remote-banking services on the Internet and the Internet version of the COOPATRANS data-transmission services saw strong growth among both individuals and legal entities. The Banque des Solidarités website underwent numerous developments. Cheque processing was made fully reliable so that today, the Crédit Coopératif can remain well positioned in the processing of payment instruments. The Groupe also switched its IT technical architecture over to the UNIX universe, an open-ended, flexible and economic solution. The aptness of the group’s choices was recognised at audits performed by external consultants and by the Groupe Banque Populaire control bodies. The migration of the IT processing systems was completed within the scheduled deadlines and within budget. The Groupe demonstrated its ability to perform processing for associated institutions by taking over the operations of the Caisse Solidaire du Nord-Pas-de-Calais. The technological environment is now in place to deal with the impacts of the Medium Term Plan. MEASURING THE RISKS OF THE GROUPE CRÉDIT C O O P É R AT I F CONTROL OF RISKS The control of the risks of the Crédit Coopératif is based on principles of organisation and arrangements which are part and parcel of the fundamental principles of banking management, as enacted in the amended Regulation 97-02 of the Comité de la réglementation bancaire et financière [French banking and financial regulation committee]. These principles and arrangements are embodied in an internal control charter approved by the Audit Committee. This charter conforms to the one drawn up for the Groupe Banque Populaire, and: ● ensures strict independence of risk business lines from operational line managements, ● requires that each unit have within it an internal control arrangement covering each type of risk. GROUPE CRÉDIT COOPÉRATIF The situation as regards the level of risk control is reported-on at regular intervals to different dedicated committees. The main committees involved are:- Audit, Major Risks, Internal Control, and IT Security. This top-down monitoring system ensures the relevance, consistency and permanence of the supervisory arrangements. ● In coordination with the teams of the Banque Fédérale des Banques Populaires, the Crédit Coopératif is conducting a large-scale project to integrate in its organisation and tools the principles laid down by the new Basle II agreement on risk evaluation. Considerable progress has already been made with this project, which will enter an operational phase in 2005. A tiered scheme is used to closely monitor credit risk. CREDIT RISKS Approval of risks Each credit decision is made on identical principles regardless of the Groupe Crédit Coopératif institution involved. ● every commitment requires prior authorisation, ● authorisations are given by the head office or by the branches under appropriate delegations of powers that depend on the type and amount of facilities applied-for, ● credit applications are processed on the basis of a structured loan-processing framework tailored to each type of customer, ● The Commitments Department analyses the loan applications within its competence and controls the decisions taken at branches. It acts in full independence of the sales/marketing business lines. It conducts sectoral studies and ensures consistent application of the credit policy defined by General Management, authorisations lapse after not more than twelve months, and accordingly, the situations are reviewed at least annually. Quality breakdown of the loans portfolio at 31/12/2004 Poor risk 2% Ordinary risk 35% Recovery proceedings contemplated 0.3% Very good quality 8% INTERNAL CONTROL Commitments control Good quality 55% The branches have information tools for daily checking of compliance with authorisations. This scheme is supplemented by secondlevel controls performed on each loan file individually, by the Commitments Department, using its own specific alarm procedures. At least once a month, all positions that have overrun their limits are reviewed through exchanges of information with each of the branches. These controls are themselves supplemented by missions performed by the Group General Inspection Department acting on behalf of General Management. Loan files with difficulties are monitored on a difficultbusiness committee meeting each week, that decides with the technical units the guidelines to follow. An internal rating is given to each customer. This rating is based on the analysis of the intrinsic quality of the customer and on the type and quantity of facilities outstanding, and of the security. The rating tracks changes in the quality of the customer business. It is a major instrument in guiding credit policy. Each month, General Management is informed by means of a detailed report on: ● the overall trend in the quality of loans outstanding, ● the quality of the largest loans outstanding, ● the detailed situation of customers with loans outstanding of more than 380,000 that have overrun their authorisation limit. Sectoral breakdown of the loans portfolio at 31/12/2004 Social housing 3% Institutionals 0% Business 46% Cultural and leisure Fisheries non-profit and food 2% Individuals assns. 2% 5% Training and teaching Health & Welfare non-profit non-profit assn. assn. 2% 17% Local govt., trade unions, mutual societies 2% Miscellaneous 1% Retailing 20% STOCK-MARKET ACTIVITIES The risks taken by the Crédit Coopératif in connection with its market activities are limited. They include first, the purchase of private bonds held in the investment portfolio for less than two years and secondly, the purchase of UCITS shares or units and three dedicated FCP mutual-investment funds of which two carry a capital and performance guarantee. A middleoffice unit performs the necessary controls and submits the valuation results at the financial committee meetings. INTEREST-RATE AND LIQUIDITY RISKS The Crédit Coopératif faces the interestrate and liquidity risks in connection with its activity of collecting resources and distributing loans to customers. Two methods are used to measure interest-rate risk. The first is based on fixedrate shortfalls impassesgaps in which all the employments and sources in the balance sheet and off-balance-sheet state- GROUPE CRÉDIT COOPÉRATIF ment are scheduled either according to their contractual provisions (loans, e.g.), or according to a schedule based on statistical analyses that measure the actual behaviour of our different customer segments (sight deposits and savings accounts). In order to reduce the interest-rate risk, a long-term investment portfolio is built up. The second method is the one used by the Banque Fédérale des Banques Populaires and consists of setting limits on changes in the earning power and interest-rate margin according to a number of interest-rate behaviour scenarios. An ALM committee defines the financing and risk-hedging policies. As regards the liquidity risk, the Crédit Coopératif is structurally a lender on the interbank market and collects resources in connection with its activity and requirements, particularly in the form of redeemable subordinated loans (TSR - titre subordonné remboursable). The liquidity risk is measured using a crisis scenario in which the amounts of CDs, short-term loan notes and term deposits fall by 25% over one year, then rise in accordance with the commercial assumptions adopted. Limits are set within which the resources must cover at least 80% of employments for the next six months and for the year N+4. ● Control of the risks entailed in each activity is the responsibility of the line managements concerned, that are required to develop and maintain a system of supervision based on procedures for and checks on processing. ● Each unit draws up indicator sets for monitoring its own risks, and a correspondent links with the General Inspection Department. ● The General Inspection Department also conducts missions to evaluate the systems so instituted. In 2004, a dedicated continuous-control team was set up within the General Inspection Department. This team supervises the internal-control systems specific to each unit. In compliance with the regulations, a development project has been started to provide the Crédit Coopératif with an activities continuity plan in the event of major risks materialising. It is being introduced on the basis of a method common to the whole of the Groupe Banque Populaire. To step up its action in combating money laundering and respond to a tighter regulatory and legal context in the fight against crime and terrorism, the Groupe Crédit Coopératif has adapted its organisation and resources. A dedicated unit, under the authority of the General Inspection Department, is in charge of all these aspects. OPERATING RISKS Operating risks are defined as the risks of direct or indirect loss arising from the unsuitability or failure of procedures, persons or systems to respond to internal or external events. Under CRBF regulation 97.02, the Groupe Crédit Coopératif has developed an internal-control system covering all of its activities. Its implementation was supervised by the General Inspection Department which thus ensured its coherence. The organisation of the internal-control system is based on the following principles: 50/51 MONITORING ASSOCIATED INSTITUTIONS Although it no longer has the legal status of a central body, the Crédit Coopératif has maintained with the institutions previously affiliated to it very close ties of trust, the fruit of past relations and of each party’s thorough knowledge of the other. Encouraged by the supervisory authorities, the Crédit Coopératif signed an association agreement in 2003 with each of the 14 non-subsidiary institutions: - a bank (BANQUE EDEL); - four finance companies providing credit or finance leasing (CAISSE SOLIDAIRE, GEDEX DISTRIBUTION, SOCIETE FINANCIERE DE LA NEF and SOCOREC); - nine finance companies providing guarantees (CMGM, NORD FINANCEMENT, SOFIGARD, SOFINDI, SOFIRIF, SOFISCOP, SOFISCOP SUD-EST, SOMUDIMEC and SOMUPACA). Under this association agreement, the Crédit Coopératif guarantees the liquidity and solvency of the Associated Institutions. In return, the Crédit Coopératif exercises administrative, legal, technical and financial supervision over those institutions’ organisation and management. In particular, it ensures their compliance with the regulations governing the internal control of credit institutions. In this area, it provides all the assistance required, particularly for the drafting of the annual internal-control report. The Crédit Coopératif is those institutions’ intermediary with the Commission Bancaire [Banking Commission], the Comité des Etablissements de Crédit et Entreprises d’Investissement (CECEI – Committee for credit institutions and investment undertakings), the Autorité des Marchés Financiers (AMF – financial markets authority), the Fonds de Garantie des Dépôts [depositors’guarantee fund] and the Association Française des Sociétés Financières (ASF – French association of financial companies). Accordingly, it provides on the one hand, accounting and prudential supervision, since the accounts of the Associated Institutions are consolidated with those of the Crédit Coopératif, and on the other, a regulatory and even legal watch. Lastly, it regularly monitors their activity and is usually a member of their respective Boards of Directors or Supervisory Boards. The Crédit Coopératif also provides the support of its own departments and network to contribute, in the best mutual interest, to the coordinated development of their activity. GROUPE CRÉDIT COOPÉRATIF EQUITY CAPITAL, REGULATORY RATIOS AND RATING EQUITY CAPITAL The Group’s equity capital (in the prudential sense) amounted to 707.9 million euros at end December 2004 . That capital increased by 62.4 million euros over the financial year (on a pro forma basis), equivalent to a rate of 9.7%. The basic equity capital reached 522.6 million euros, raising its share in the total to 73.8%. This capital increased by 35.2 million euros over the year, at a rate of 7.2%. REGULATORY RATIOS The consolidated solvency ratio stood at 11.77% at end December 2004 as against a regulatory minimum of 8%. The ratio of equity capital and permanent resources measures the coverage of employments at more than 5 years’ maturity by equity capital and resources with a residual maturity in excess of 5 years. At end 2004, the ratio for the Crédit Coopératif, the Group’s refinancing body, stood at 66.59%, set against a minimum requirement of 60%. As regards liquidity, the Group is structurally in surplus. The liquidity ratio exceeds the requirement laid on each of the institutions (100%). At end 2004, the liquidity ratio of the Crédit Coopératif was 187%, and for BTP Banque, 247%. For purposes of controlling major risks, the regulations set the following limits: - 25% of equity capital for the risks borne in respect of a given beneficiary, - 8 times the amount of equity capital for the total of commitments which, per beneficiary, exceed 10% of equity capital. The Groupe Crédit Coopératif has developed a wide dispersion of risks, so that at end 2004, no weighted unit commitment exceeds 10% of its equity capital. RATING The Groupe Crédit Coopératif has benefit of the Groupe Banque Populaire rating, namely F1 for short-term and A+ for long-term issues from the Fitch Ratings Agency. R E S U LT S (see table of intermediate operating totals) Pro forma financial statements have been drawn up for the 2003 financial year on the new consolidation basis. They are used for the comparisons with 2004. NET BANKING INCOME In its new configuration, net banking income reached 264.9 million euros in 2004 compared with 242.6 million euros, an increase of 9.2%. Net banking income for the previous consolidation scope was 223.7 million euros, 7.8% increased over the 2003 figure (207.5 million euros). As in previous years, the intermediated resources of non-financial customers underwent two-figure growth. On the other hand, growth in UCITS assets under management subscribed by customers varied according to type of product: while growth remained modest overall (+1.4%), it was nevertheless particularly strong in equities products (+58%), which were the most remunerative. Overall, therefore, resources increased by 6.3%, a figure very close to the growth in employments (5.6%), especially for medium- and long-term loans (6.8%), which substantially provided the drive for this increase. A noteworthy development was the rate of growth in signature commitments, which reached 14.0%. These good commercial performances thus offset the restrictive effect on net banking income performance from shrinking rates of margin: the yield on customer employments eased somewhat in 2004, in line with market rates, which remained at historically low levels. On the other hand, the recurrent vigorousness of funds collection is broadening the base and lengthening the term of financial investments, which thus underpin steady growth in an additional source of earnings. Moreover, a distinctive feature of the 2004 financial year was a very strong growth in net commission, attesting to the success of the policy pursued in asset management and payment instruments, the contribution from which has added its share to the growth in products which is naturally concomitant with the expansion in activity, particularly in deposits and guarantees. In addition, these positive developments were bolstered by new items, such as the dividend from the Banque Fédérale des Banques Populaires: 1.7 million euros, or items which are not certain to recur, such as the capital gains on disposals contributed by the venture-capital activity. The consolidation of associated institutions, among them BATINOREST, has resulted in an additional 41.2 million euros in net banking income, compared with 35.2 million euros in 2003. This growth is attributable to BATINOREST, which took over the loan portfolio held by SDR Nord Pas-de-Calais – renamed IRD Nord Pas-de-Calais after the withdrawal of its approval as a credit institution. GENERAL EXPENSES General expenses amounted to 192.9 million euros compared with 182.8 million euros on a pro forma basis in 2003 (+5.5%). General expenses on the previous consolidation basis amounted to 163.2 million euros, having come to 158.8 million euros in 2003 (+2.8%). GROUPE CRÉDIT COOPÉRATIF Staff expenses, at 106.4 million euros, increased 4%. This performance, broadly in line with forecast, is explained by the reinforcement both quantitatively and qualitatively of staff numbers: some highly-specialised functions were expanded. Other management expenses, on the other hand, at 56.8 million euros (including depreciation) remained remarkably contained, even displaying virtual stability (+0.5%). After several financial years of expenditure on renovating the C4M platform, IT costs fell back, offsetting increases in other expenses which nevertheless remained limited, except for the subscription paid to the Banque Fédérale des Banques Populaires, which is still being phased in. General expenses of associated non-subsidiary institutions amounted to 29.7 million euros, compared with 24 million euros in 2003. BATINOREST, with the re-sizing of its resources, accounted for 60% of this rise. GROSS OPERATING PROFIT This reach 72 million euros, increasing 20.4% compared with 2003 (24.2% on the previous consolidation basis) and the operating ratio turned out at just below 73%, gaining more than 3 points on the previous year, before the widening of the consolidation scope (gaining over 2 points on a comparable basis). RESULTS FROM COMPANIES CONSOLIDATED ACCORDING TO THE EQUITY METHOD The loss returned by BISE accounts for the negative contribution from the companies consolidated according to the equity method. GAINS OR LOSSES ON CAPITAL ASSETS The transfer of the Sopromec shares to Banque Populaire Développement resulted in a gain of 3.1 million euros. Moreover, the foreign-exchange provision set aside in 2003 against the depreciation of the zloty to cover the shareholding in BISE was wholly written back (1.7 million euros). GENERAL BANKING RISK RESERVE 3.8 million euros were written to the general banking risk reserve in 2004, bringing its amount to a total of 14.1 million euros at 31 December 2004. Under the mutual-support mechanism of the Groupe Banque Populaire, it includes the Fonds Régional de Solidarité (regional solidarity fund), to which provisions of 2.1 million euros were written in 2004. NET INCOME ATTRIBUTABLE TO THE GROUP COST OF RISK Amounts allocated to the cost of risk totalled 17.5 million euros compared with 16.4 million euros in 2003. The increase is attributable to the Crédit Coopératif and its subsidiaries. A sizeable reversal of provisions had occurred in 2003 in respect of a commitment guaranteeing the performance of a fonds commun de placement French mutual investment fund. 52/53 The net income attributable to the Group came to 30.8 million euros, rising more than 40% over 2003 and 23% up on the 2002 result. The widening of the consolidation scope to non-subsidiary associated members had virtually no effect on the net income attributable to the Group. PROSPECTS FOR 2005 Forecast as a year of consolidation after the period of re-organisation that followed the entry into the Groupe Banque Populaire, 2004 met every expectation made of the measures to simplify the structures and renew the IT system, which have now come to fulfilment. The year just ended lay at the meetingpoint between extremely buoyant activity, as reflected in an appreciable expansion in net banking income figures, and the prudent stance on expenditures, which stood still, thereby giving the organisation as a whole the time to turn to best account the progress contributed by the investments carried out. By comparison, the 2005 financial year is the year in which new challenges must be set and met so as to enable the new capacities with which the Groupe Crédit Coopératif has equipped itself to show themselves at their full potential. Thus, to begin with, the task in the first few months of this year is to specify, finetune then explain and adapt its strategy and the terms and procedures for implementing it. In the aim of strengthening the Group’s competitiveness while remaining in line with its values, the mediumterm brainwork involved is designed to explore new avenues, both commercial and organisational, for strengthening the Crédit Coopératif in its acknowledged role within the Groupe Banque Populaire as a centre of excellence in the socialeconomy sector. The next step will be to follow on from this forward-looking vision with more narrowly-targeted plans of action, designed to reach out to the preferred customers of the Groupe Crédit Coopératif, and drawing on the creativeness and responsiveness of its human-scale organisation to offer methods of approach and products that best suit the specific needs of each of its partners, whether we are dealing with the non-profit, mutual-society and cooperative sectors, small businesses in the building trades, or private individuals sensitive to the values of solidarity and sharing that the Groupe Crédit Coopératif has consistently defended. GROUPE CRÉDIT COOPÉRATIF Focusing on the search for a radical mobilisation of the new sources of potential generated by the just-completed periods of adaptation and modernisation, 2005 should decisively mark the starting-point of an era of renewed and widened drive and competitiveness, designed to assure for the Groupe Crédit Coopératif the prosperity that will enable it to carry on contributing to its customers the active, effective partnership they expect of it. GROUPE CRÉDIT COOPÉRATIF I N T E R M E D I AT E O P E R AT I N G T O TA LS (EUROS 000) FINANCIAL YEAR 2004 Interest received and similar income Interest paid and similar expenses – 364,128 196,538 FINANCIAL YEAR 2003 PROFORMA – 349,270 193,995 Sub-total – interest margin Income from variable-income securities Net commission Net income from trading and short-term investment portfolios Other net operating income/losses 167,590 3,167 78,623 12,172 3,349 155,275 1,290 68,606 9,496 7,929 N E T BA N K I N G I N C O M E 264,901 242,596 General operating expenses, depreciation and provisions – Staff expenses – Other administrative expenses – Depreciation and provisions 192,909 119,149 61,520 12,240 182,822 111,895 58,736 12,191 72.82 % 75.36 % 71,992 59,774 Operating ratio G R O S S O P E R AT I N G P R O F I T Cost of risk – N E T O P E R AT I N G I N C O M E Share in net income of companies consolidated according to the equity method Net income/loss from capital assets N E T I N C O M E AT T R I B U TA B L E T O G R O U P 54/55 – 54,455 – N E T O P E R AT I N G I N C O M E B E F O R E TA X Net extraordinary income/loss Corporation tax Transfer to/Reversal from goodwill on acquisition Appropriation to/Reversal from General Banking Risk Reserve and Regulated Reserves Minority shareholders’ interest 17,537 628 4,426 16,419 43,355 – 58,253 1,219 1,256 43,318 – – – 587 17,820 408 – – - 2,800 12,409 106 – – 3,766 4,858 – – 1,210 4,914 30,814 21,879 GROUPE CRÉDIT COOPÉRATIF GROUP FINANCIAL STATEMENTS BALANCE SHEET INCOME STATEMENT NOTES TO THE FINANCIAL STATEMENTS STATUTORY AUDITORS’ GENERAL REPORT STATUTORY AUDITORS’ SPECIAL REPORT GROUPE CRÉDIT COOPÉRATIF BA L A N C E S H E E T AT 31 D E C E M B E R 2 0 0 4 ASSETS INTERBANK AND SIMILAR OPERATIONS CASH, CENTRAL BANKS, POSTAL-GIRO ACCOUNTS GOVERNMENT STOCK AND SIMILAR SECURITIES RECEIVABLES FROM CREDIT INSTITUTIONS OPERATIONS WITH CUSTOMERS TRADE CREDIT OTHER LOANS TO CUSTOMERS OVERDRAFTS ON CURRENT ACCOUNTS FINANCE LEASE AND SIMILAR OPERATIONS OPERATIONS IN SECURITIES BONDS AND OTHER FIXED-INCOME SECURITIES EQUITIES AND OTHER VARIABLE-INCOME SECURITIES FINANCIAL ASSETS (EUROS 000) FINANCIAL YEAR 2004 FINANCIAL YEAR FINANCIAL YEAR 2003 2003 PRO FORMA 1,763,603 117,409 449,786 1,196,408 1,570,959 39,349 247,127 1,284,483 1,547,357 42,949 247,305 1 257,283 3,750,180 344,608 3,077,119 328,453 3,186,390 340,147 2,582,657 263,586 3,522,887 346,419 2,871,631 304,837 916,674 523,511 909,859 1,776,891 1,502,756 274,135 966,970 708,312 258,658 998,132 730,386 267,746 135,292 140,542 128,888 EQUITY INVESTMENTS AND SHARES IN AFFILIATE UNDERTAKINGS, OTHER SECURITIES HELD LONG-TERM EQUITY INVESTMENTS AND SHARES IN AFFILIATE UNDERTAKINGS CONSOLIDATED ACCORDING TO THE EQUITY METHOD 91,691 86,977 88,961 43,601 53,565 39,927 INTANGIBLE ASSETS AND TANGIBLE FIXED ASSETS 81,259 67,736 84,209 6,014 6,757 6,757 187,635 60,196 127,439 279,956 43,773 236,183 319,852 76,072 243,780 8,617,548 6,742,821 7,518,121 478,771 478,771 348,226 47,377 300,849 415,743 500 415,243 1,938,214 12,323 1,925,891 1,588,366 12,122 1,576,244 1,672,401 12,122 1,660,279 COMMITMENTS RELATING TO SECURITIES 19,500 13,789 13,789 SECURITIES ACQUIRED ON REVERSE REPO OTHER COMMITMENTS BY THE GROUP 19,500 13,789 13,789 GOODWILL ON ACQUISITION PREPAYMENTS, ACCRUED-INCOME AND OTHER ACCRUAL ACCOUNTS, OTHER ASSETS OTHER ASSETS PREPAYMENTS, ACCRUED-INCOME AND OTHER ACCRUAL ACCOUNTS TOTAL ASSETS OFF-BALANCE-SHEET STATEMENT COMMITMENTS BY THE GROUP FINANCING COMMITMENTS COMMITMENTS IN FAVOUR OF CREDIT INSTITUTIONS COMMITMENTS IN FAVOUR OF CUSTOMERS GUARANTEE COMMITMENTS COMMITMENTS ON BEHALF OF CREDIT INSTITUTIONS COMMITMENTS ON BEHALF OF CUSTOMERS 56/57 GROUPE CRÉDIT COOPÉRATIF BA L A N C E S H E E T AT 31 D E C E M B E R 2 0 0 4 LIABILITIES INTERBANK AND SIMILAR OPERATIONS (EUROS 000) FINANCIAL YEAR 2004 FINANCIAL YEAR FINANCIAL YEAR 2003 2003 PRO FORMA 1,165,775 616,986 881,386 3,313,020 647,774 2,665,246 2,789,811 536,592 2,253,219 2,932,069 536,592 2,395,477 2,830,484 2,428,288 2,528,492 472,369 266,043 206,326 290,221 151,556 138,665 433,277 285,559 147,718 1,495 1,830 1,830 38,880 21,933 41,861 237,438 184,363 206,097 GENERAL BANKING RISK RESERVE 14,124 9,742 10,317 MINORITY INTERESTS 93,445 88,587 4,858 8,715 7,992 723 96,647 91,735 4,912 450,518 232,780 45,133 390,932 190,369 45,133 386,145 190,368 45,008 141,791 30,814 133,518 21,912 128,890 21,879 8,617,548 6,742,821 7,518,121 FINANCING COMMITMENTS COMMITMENTS RECEIVED FROM CREDIT INSTITUTIONS 85,369 85,369 0 0 217,874 217,874 GUARANTEE COMMITMENTS COMMITMENTS RECEIVED FROM CREDIT INSTITUTIONS 291,868 291,868 477,480 477,480 432,660 432,660 COMMITMENTS RELATING TO SECURITIES 24,500 13,789 13,789 SECURITIES SOLD ON REPO OTHER COMMITMENTS RECEIVED 24,500 13,789 13,789 OPERATIONS WITH CUSTOMERS REGULATED SAVINGS ACCOUNTS OTHER LIABILITIES LIABILITIES IN THE FORM OF SECURITIES ISSUED ACCRUED CHARGES AND OTHER ACCRUAL ACCOUNTS, OTHER LIABILITIES SUNDRY LIABILITIES ACCRUED CHARGES AND DEFERRED INCOME ACCOUNTS GOODWILL ON ACQUISITION PROVISIONS FOR CONTINGENCIES AND LOSSES SUBORDINATED DEBT IN RESERVES IN NET INCOME EQUITY CAPITAL (EXCL. GENERAL BANKING RISK RESERVE) CAPITAL SUBSCRIBED SHARE PREMIUM ACCOUNT CONSOLIDATED RESERVES, REVALUATION RESERVE, TRANSLATION DIFFERENCE, GOODWILL ON EQUITY-METHOD CONSOLIDATION NET INCOME/LOSS FOR THE YEAR (+/-) TOTAL LIABILITIES OFF-BALANCE-SHEET STATEMENT COMMITMENTS RECEIVED GROUPE CRÉDIT COOPÉRATIF P U B L I S H E D I N C O M E S TAT E M E N T P E R I O D F R O M 1 s t J A N U A R Y T O 31 D E C E M B E R 2 0 0 4 (EUROS 000) FINANCIAL YEAR 31/12/2004 FINANCIAL YEAR FINANCIAL YEAR 31/12/2003 31/12/2003 PRO FORMA + + INCOME AND EXPENSES FROM BANKING OPERATIONS INTEREST RECEIVED AND SIMILAR INCOME 364,128 313,669 + 349,270 INTEREST AND SIMILAR INCOME ON OPERATIONS WITH CREDIT INSTITUTIONS 24,202 36,026 31,367 INTEREST AND SIMILAR INCOME ON OPERATIONS WITH CUSTOMERS 202,627 177,818 204,842 INTEREST AND SIMILAR INCOME ON BONDS AND OTHER FIXED-INCOME SECURITIES 91,149 66,581 68,337 OTHER INTEREST RECEIVED AND SIMILAR INCOME 46,150 33,244 44,724 AUTRES INTÉRÊTS ET PRODUITS ASSIMILÉS INTEREST PAID AND SIMILAR EXPENSES - 196,538 - 173,574 - 193,995 INTEREST PAID AND SIMILAR EXPENSES ON OPERATIONS WITH CREDIT INSTITUTIONS 37,781 27,236 40,137 INTEREST PAID AND SIMILAR EXPENSES ON OPERATIONS WITH CUSTOMERS 25,774 26,638 34,126 132,983 119,700 119,732 INTEREST PAID AND SIMILAR EXPENSES ON BONDS AND OTHER FIXED-INCOME SECURITIES EXPENSES ON FINANCE-LEASING OPERATIONS AND SIMILAR EXPENSES OTHER INTEREST PAID AND SIMILAR EXPENSES INCOME FROM VARIABLE-INCOME SECURITIES + 3,167 + 1,184 + 1,290 COMMISSION INCOME + 129,663 + 81,806 + 120,193 COMMISSION EXPENSES - 51,040 - 25,604 - 51,587 1,743 183 283 NET GAIN ON OPERATIONS IN TRADED SECURITIES 455 102 202 NET GAIN/LOSS ON FOREIGN-EXCHANGE OPERATIONS 124 585 585 TRADING-PORTFOLIO GAINS OR LOSSES NET LOSS ON TRANSACTIONS IN DERIVATIVE FINANCIAL INSTRUMENTS GAINS OR LOSSES ON PORTFOLIO-INVESTMENT AND SIMILAR TRANSACTIONS 58/59 1,164 10,429 - 504 9,150 - 504 9,213 GROUPE CRÉDIT COOPÉRATIF C O M P T E D E R É S U LTAT P U B L I A B L E P É R I O D E D U 1 E R J A N V I E R A U 31 D É C E M B R E 2 0 0 2 OTHER INCOME FROM BANKING OPERATIONS (EUROS 000) FINANCIAL YEAR 31/12/2004 FINANCIAL YEAR FINANCIAL YEAR 31/12/2003 31/12/2003 PRO FORMA + + 5,850 OTHER INCOME OTHER BANK OPERATING EXPENSES 5,850 - 2,501 2,761 + 2,761 - 2,115 16,367 16,367 - 8,438 2,501 2,115 8,438 NET BANKING INCOME 264,901 207,460 242,596 G E N E R A L O P E R AT I N G E X P E N S E S 180,669 149,708 170,631 119,149 102,284 111,895 61,520 47,424 58,736 OTHER EXPENSES STAFF EXPENSES OTHER ADMINISTRATIVE EXPENSES DEPRECIATION, AMORTISATION AND PROVISIONS ON INTANGIBLE AND TANGIBLE FIXED ASSETS - G R O S S O P E R AT I N G P R O F I T COST OF RISK - - NON-FINANCIAL SUBSIDIARIES FINANCIAL SUBSIDIARIES - 71,992 N E T O P E R AT I N G I N C O M E SHARE IN NET INCOME/LOSS OF SUBSIDIARIES CONSOLIDATED ACCORDING TO THE EQUITY METHOD 12,240 - GAINS OR LOSSES ON INVESTMENTS IN CAPITAL ASSETS GAINS OR LOSSES ON INTANGIBLE AND TANGIBLE FIXED ASSETS GAINS OR LOSSES ON LONG-TERM FINANCIAL ASSETS P R O F I T B E F O R E TA X O N O R D I N A R Y O P E R AT I O N S 17,537 9,115 - 48,637 - 13,082 12,191 59,774 - 16,419 54,455 35,555 43,355 628 2,706 1,219 1,628 395 395 2,256 2,311 824 4,426 - 1,695 30 - 112 4,396 - 1,583 58,253 - 1,256 327 - 36,566 1,583 43,318 NET EXTRAORDINARY INCOME/LOSS - 587 - 2,932 - 2,800 CORPORATION TAX - 17,820 - 9,870 - 12,409 GOODWILL ON ACQUISITION WRITTEN OFF - 408 - 106 - 106 APPROPRIATIONS TO/REVERSALS FROM GENERAL BANKING RISK RESERVES AND REGULATED PROVISIONS - 3,766 - 1,022 - 1,210 MINORITY INTERESTS N E T I N C O M E AT T R I B U TA B L E T O T H E G R O U P NET INCOME PER SHARE ATTRIBUTABLE TO THE GROUP, € 4,858 724 4,914 30,814 21,912 21,879 2,02 1,76 1,75 GROUPE CRÉDIT COOPÉRATIF NOTES TO THE GROUP FINANCIAL STATEMENTS – The joining together between the Groupe Crédit Coopératif and the Groupe Banque Populaire resulted in the following, in 2003: - the Caisse Centrale de Crédit Coopératif ceasing to exist as Central Body, - the Crédit Coopératif assuming the status of a société anonyme coopérative de banque populaire à capital variable [social-banking cooperative in the form of a public limited company with variable capital], - the absorption by merger of the Caisse Centrale de Crédit Coopératif by the Crédit Coopératif, - the signature of an association agreement between the Crédit Coopératif and the former member institutions of the Caisse Centrale de Crédit Coopératif – excluding the institutions of the Crédit Maritime Mutuel directly attached to the Banque Fédérale des Banques Populaires. At 30 June 2004, the consolidation scope of the Groupe Crédit Coopératif was widened to include all credit institutions having signed an association agreement with the Crédit Coopératif. The non-subsidiary “associates” of the Crédit Coopératif are now fully consolidated. I – B A S E S F O R D R AW I N G U P T H E G R O U P F I N A N C I A L S TAT E M E N T S The financial statements of the Groupe Crédit Coopératif have been drawn up in accordance with CRC regulation No. 99-07 of 24 November 1999 concerning consolidation rules and CRC regulations Nos. 2000-04 and 2000-08 concerning the presentation of summarising consolidated documents applicable to businesses within the remit of the Comité de la Réglementation Bancaire et Financière [French banking and financial regulation committee]. The specific features of the Groupe Crédit Coopératif are set out below: ● Particular features of the Group. The consolidated financial statements of the Groupe Crédit Coopératif consolidate the financial statements of the Crédit Coopératif, société anonyme coopérative de banque populaire à capital variable [social-banking cooperative in the form of a public limited company with variable capital], and those of all the (subsidiary or non-subsidiary) credit institutions that have signed an association contract with the Crédit Coopératif, under which the latter guarantees their liquidity and solvency, and provides administrative and technical assistance. ● Methods for drawing up financial statements. The subsidiaries BTP Banque, Coopamat, Inter-Coop, Sicomi-Coop, Batinorest, BTP Capital Investissement, Ecofiinvestissements and Efitel are fully consolidated owing to the fact that the Crédit Coopératif holds 50% or more of 60/61 2004 FINANCIAL YEAR their capital. For these companies, any significant minority interests are explicitly identified in the financial statements. Non-subsidiary credit institutions that have signed an association agreement are also fully consolidated. This new approach has resulted in a change in the consolidation method for EDEL, previously consolidated according to the equity method. Consolidation according to the equity method consists of substituting, for the book value of the securities held, the Group’s share in the equity capital and in the income for the financial year of the consolidated companies. This method has been applied for the interests in the following companies: - BISE, credit institution, - ESFIN, financial undertaking, - IRD Nord Pas-de-Calais, financial undertaking, - CGI du Bâtiment, insurance undertaking. I I – G R O U P C O N S O L I DAT I O N S C O P E A T 31 D E C E M B E R 2 0 0 4 ● The consolidation scope at 31 December 2004 has undergone the following changes from the scope at 31 December 2003: 1) The following companies entered the Group: - The 15 credit institutions (including EDEL) having signed an association agreement with the Crédit Coopératif are fully consolidated. - BATINOREST in which the Crédit Coopératif acquired 80% of the shares on 23 June 2004 is included in the consolidation scope. 2) The following entities left the Group: - Crédit Coop Trésorerie Plus: This closed UCITS was dissolved on 10 December 2004. - Transimat was liquidated on 22 November 2004. 3) The following company was excluded from the consolidation scope: The Société Européenne pour la Finance Ethique et Alternative, although 64.48% held by the Crédit Coopératif, has been excluded from the consolidation scope. The financial impact of this Italian variable-capital cooperative public limited company, which is undergoing development, is not significant. The interest of the Crédit Coopératif will decrease as new members invest in the Italian company. As an indication, the 2003 result was positive but lower than 1,000 € and the estimate for 2004 is 7,700 €. ● Pro forma financial statements for the 2003 financial year have been drawn up on the basis of this new consolidation scope. ● Thus, the consolidation scope breaks down as follows: GROUPE CRÉDIT COOPÉRATIF I. CREDIT INSTITUTIONS CONSOLIDATING ENTITY 1) Consolidating entity Crédit Coopératif (SCA) Registered office: 33, rue des Trois-Fontanot – 92000 NANTERRE % Control % holding % consolidation Consolidation method 2) Associate Credit Institutions in which the Crédit Coopératif holds more than 20% BTP Banque (SA) Coopamat (SAS) Inter-Coop ( SAS) SICOMI COOP Registered offices: 33, rue des Trois-Fontanot – 92000 NANTERRE BATINOREST 96, rue de Jemmapes BP 79 59028 LILLE Cedex GROUPE EDEL (MONINFO) Registered office: Parc de la Plaine, 5, avenue Marcel Dassault BP 5806 31505 TOULOUSE Cedex 100 % 100 % 100 % 50.35 % 99.95 % 100.00 % 100.00 % 50.35 % 100 % 100 % 100 % 100 % Full Full Full Full 80.00 % 80.00 % 100 % Full 33.94 % 33.95 % 100 % Full 35.51 % 37.91 % 37.91 % Equity method 11.40 % 100 % Full 6.95 % 100% Full 0.00 % 100 % Full 0.29 % 100 % Full 5.06 % 100 % Full 1.68 % 100 % Full 3.92 % 100 % Full 4.29 % 100 % Full 1.74 % 100 % Full 0.35 % 100 % Full 6.03 % 100 % Full 0.96 % 100 % Full 0.00 % 100 % Full 3) Foreign Credit Institution in which the Crédit Coopératif holds more than 20% B.I.S.E. S.A. Registered office: ul. Dubois 5a 00-184 WARSZAWA (POLOGNE) 4) Associate Credit Institutions in which the Crédit Coopératif holds less than 20% CAISSE SOLIDAIRE 3, Contour Saint Martin 59100 ROUBAIX SOFINEF 114, Boulevard du 11 Novembre 69625 VILLEURBANNE Cedex SOCOREC 77, rue de Lourmel 75015 PARIS SOFIGARD 13, bis Boulevard Talabot 30000 NIMES SOFINDI 11, rue de Belat 16000 ANGOULEME SOFISCOP 7, rue Herpin Lacroix BP 6647 35006 RENNES SOFISCOP SUD EST 70, rue Maurice Flandrin BP 3164 69211 LYON Cedex 03 SOFIRIF Z.I. BETHUNES BP 9032 95071 CERGY PONTOISE SOMUPACA 9, place de la Liberté 83000 TOULON SOMUDIMEC 2, chemin du Vieux Chêne BP 79 38242 MEYLAN C.M.G.M. 39-41, rue Louis Blanc 92038 PARIS LA DEFENSE Cedex NORD FINANCEMENT 40, rue Eugène Jacquet 59078 MARCQ EN BARŒUL GEDEX DISTRIBUTION 24, rue Chaptal 92300 LEVALLOIS PERRET P A R T N E R S H I P C O N T T R A C T S GROUPE CRÉDIT COOPÉRATIF II. FINANCIAL UNDERTAKINGS Union des Sociétés du Crédit Coopératif (GIE consortium/JV) Transimmo (SARL) Société Civile Immobilière du Crédit Coopératif Société Civile Immobilière du Crédit Coopératif de Saint Denis Efitel (SARL) BTP Capital Investissement Registered offices: 33, rue des Trois-Fontanot – 92000 NANTERRE Ecofi- Investissements Registered office: 251, boulevard Péreire - 75852 PARIS Cedex 17 Groupe ESFIN (ESFIN PARTICIPATIONS, IDES, SPOT) Registered office: 10-12, rue des Trois-Fontanot - 92000 NANTERRE IRD Nord Pas-de-Calais Registered office: 96, rue de Jemmapes - BP 79 - 59028 LILLE Cedex 100 % 100 % 100 % 100 % 100 % 79,42 % 100 % 100 % 100 % 100 % 100 % 79,44 % 100 % 100 % 100 % 100 % 100 % 100 % Full Full Full Full Full Full 100 % 100 % 100% Full 37,58 % 37,58 % 37,58 % Equity method 28,92 % 28,92 % 28,92 % Equity method 33,40 % 33,40 % 33,40 % Equity method 100 % 100 % 100 % 100 % 100 % 100 % Full Full III. INSURANCE UNDERTAKINGS CAISSE DE GARANTIE IMMOBILIERE DU BATIMENT Registered office: 6, rue La Pérouse, 75016 PARIS IV. CREDIT COOPERATIF DEDICATED UCITS CAISSE CENTRALE MONE+CC2 French corporate-form abbreviations: SCA : Société Coopérative Anonyme (Cooperative public limited company). SAS : Société Anonyme Simplifiée (simplified joint-stock corporation). Country is France unless otherwise stated III - GENERAL PRINCIPLES AND METHODS O F VA L U A T I O N The valuation methods adopted comply with the specific Regulations and Instructions pertaining to consolidation of financial statements and those relating to the operations recorded. Among those operations, particular attention is drawn to the terms and procedures for treating the following items: ● • . a worsening in the financial situation of the counterparty, . disputes or litigation between the institution and its counterparty. • Compromised doubtful loans: where the solvency of a counterparty is in a state such that after classification for a reasonable period among doubtful loans, no reclassification as healthy loans can any longer be foreseen, the loans concerned are specifically identified among doubtful loans as compromised doubtful loans. ● Rules governing loan segmentation Loans outstanding and provisions. CRC regulation No. 2002-03 concerning the accounting treatment of credit risk determines the classification of doubtful debts in the balance sheet. Debt classification Healthy loans: outstanding loans that correspond to a normal commercial relationship, excluding all ascertained credit risk. • Loans restructured on non-market terms: loans of which the repayment terms have been amended on account of the counterparty’s financial situation, at interest rates below current market rates. • 62/63 Doubtful loans: loans carrying an ascertained credit risk corresponding to a situation arising from the existence of: . one or more unpaid accounts, Loans have been segmented according to economic transactor, and hence, the following sections have been identified: non-financial companies, sole traders, individuals, government and non-government administration, other customer segments. • Rating system: the banks consolidated in the financial statements have a rating system appropriate to their customers. • GROUPE CRÉDIT COOPÉRATIF Rules governing doubtful loans and provisioning The rules applied in the individual accounts for each of the consolidated institutions are not adjusted in the Group financial statements. The published income statement shows a total share in net income of –628,000 _ of which ESFIN accounted for 738,000 €, IRD Nord Pas-de-Calais -190,000 €, CGI du Bâtiment 1,818,000 € and BISE, -2,994,000 €. ● ● Investment in subsidiaries. Investment in minority-held subsidiaries is recorded at purchase value or the value of the capital contributed, according to the historic-cost principle. The holdings are valued for each asset individually on the basis of the mathematical value of the asset, and taking account of the earnings prospects of each company. Only unrealised capital losses are recorded in the form of provisions for loss. The foreign-exchange risk relating to equity investments denominated in foreign currency and financed in euros is evaluated and recorded in the accounts where necessary. The main non consolidated investments under this item are as follows: - Banque Fédérale des Banques Populaires: 65,395,000 €, a shareholding of 2% - Banque Populaire Développement: 10,413,000 €, a shareholding of 4.97% - Rhône Dauphiné: 1,336,000 €, a shareholding of 17.86% - France Active Garantie: 464,000 €, a shareholding of 20%. - SEFEA: 2,115,000 €, a shareholding of 64.48%. ● Shareholdings consolidated according to the equity method. The BISE, ESFIN, IRD Nord Pas-de-Calais and CGI du Bâtiment companies in which the Crédit Coopératif exercises significant management influence were consolidated according to the equity method. Under this method, the consolidated balance sheet shows, instead of the book value of the securities, the share they represent in the equity capital of the consolidated companies. At 31 December 2004, the value of securities included in the balance sheet totalled 43,601,000 €, of which ESFIN accounted for 15,746,000 €, IRD Nord Pas-de-Calais 10,595,000 €, CGI du Bâtiment 6,775,000 € and BISE, 10,485,000 €. The consolidated income statement includes the relevant share in net income of the companies consolidated according to the equity method. Finance-leasing operations and fixed assets. Assets not leased after termination of finance-leasing contracts, and real-estate assets intended for outright rental are covered by provisions for loss where such loss appears lasting, in order to take account of market trends. ● Tangible fixed assets and intangible assets. These are entered in the balance sheet at their acquisition cost. Tangible fixed assets are depreciated using the straight-line or diminishing-balance method in accordance with standard practice and in compliance with the tax rules in force. Intangible assets are recorded at acquisition cost. They are either amortised or provisioned where appropriate in the individual accounts of the consolidated companies. It should be noted that the goodwill recorded in the accounts of Batinorest as a result of the acquisition of a loan portfolio from IRD Nord Pas-de-Calais, was written off on a straightline basis in the entity’s own accounts. In the consolidated financial statements, an adjustment was made so as to write off that goodwill in keeping with the schedule of income expected from that acquisition. It is specified that software is amortised over a maximum period of 5 years. ● Bond issue costs. Starting with the 1994 issues, and pursuant to the new provisions of the amending Finance Act [loi de finances rectificative], the option was taken of carrying these costs forward over the period of maturity of the bond issue in proportion to the accrued income. ● Operations in securities. Securities are classified according to the investment intention, in accordance with CRB regulation 90.01 of 23 February 1990. Their valuation and the corresponding accounting treatment of them comply with CB Instruction 94.07 of 14 March 1994, as amended by CB Instruction 2000-12 of 4 December 2000. The dedicated UCITS are fully consolidated. GROUPE CRÉDIT COOPÉRATIF ● Future financial instruments. Operations using future financial instruments are recorded in accordance with CRB regulations 88.02 and 90.15. The relevant commitments are posted in the off-balance-sheet statement at the nominal value of the contracts. Gains or losses on allocated hedging operations are posted to income symmetrically to the posting of income or expenses on the asset hedged and within the same line item. Hedging expenses and income relating to the company’s global interest-rate risk are posted to income pro rata temporis. ● Currency operations. Assets, liabilities and off-balance-sheet commitments denominated in foreign currency are converted at the official exchange rate at the period-ending date. Unrealised exchange gains or losses on equity investments denominated in foreign currency but financed in euros are entered in the balance sheet under a translation-difference account. Other unrealised or materialised gains and losses on exchange are posted to income. Expenses paid and income received are recorded on the date of the transaction. However, expenses and income accrued but not paid or received are converted at the period-end date. ● Goodwill on acquisition. 1. The liability item “goodwill on acquisition” represent the balance of goodwill not posted to any particular balance sheet item and recorded at the date of acquisition of equity investments, being the difference between the cost to the company of their acquisition and the share in the corresponding net equity. The buying in of securities of IRD Nord-Pas-de-Calais (a company consolidated according to the equity method) since 1998 has resulted in negative acquisition goodwill for which the writing-down period was set at 10 years reckoning from the year following the acquisition of those securities. 2. The takeover of POMMIER-FININDUS generated positive acquisition goodwill, which was posted to real-estate assets; this goodwill is written down in accordance with the practices pertaining to such assets. 3. The positive goodwill on the acquisition of ECOFI-INVESTISSEMENTS is written down over 10 years. 64/65 4. The positive goodwill recorded on consolidation of BISE according to the equity method is written down over 10 years starting from the 2004 financial year. ● Other adjustments. a. Finance-leasing operations are recorded as assets in the Group balance sheet for their value as determined after deduction of amortisation. The unrealised reserve arising on them amounts to 10,565,000 €. b. Revaluations of fixed assets performed on the occasion of the Group’s restructuring on 30 June 1989 and shown as assets of the Crédit Coopératif have been cancelled. c. Profits on intra-Group transactions have been eliminated. Those profits consist mainly of dividends received. d. The provision for investment recorded in the company accounts has been neutralised. e. The corporation tax charge was altered as a result of the foregoing adjustments. The unrealised expense or income so arising is posted either to the income for the year or to Group reserves. The liability method is used to account for deferred tax. f. Lastly, the exceptional 2.5% levy on special long-term capital gain reserves, not provisioned in the company accounts, was posted as an expense in the consolidated financial statements. Moreover, the time difference between the recording of an income or expense item in the accounts and its inclusion in the determination of the taxable net income of each entity also led to the calculation of a deferred-tax charge plus the contribution additionnelle levy (3% for 2004, 1.50% for 2005 and 0% beyond that date) in accordance with a tax-liability schedule determining the financial years in which tax liability arises. The incidence on the adjustments from the contribution additionnelle levy and the 3.30% contribution sociale de solidarité is a net expense of 35,000 €. Thus the net impact from deferred corporation tax is a liability entry in the Group balance sheet of 284,000 €. ● Incidence of a change of accounting method in the company financial statements. Previously, long-service awards had been treated as pension commitments (post-employment commitments), until the publication of the recommendation by the Conseil National de la Comptabilité [French national accountancy council] on GROUPE CRÉDIT COOPÉRATIF pension commitments and similar benefits (No. 03-R-01 of the 1 April 2003, applicable at 1 January 2004): accordingly, no provision previously needed to be set aside. Since the date of entry into force of the above-mentioned recommendation, however, long-service awards have been excluded from the scope of pension commitments and similar benefits, and fall within the scope of regulation No. 200006 on liabilities: a provision must therefore now be set aside for them as from 1 January 2004. This new provision concerns the following employer institutions: Crédit Coopératif, BTP Banque and Ecofi-Investissements. Since this is a change in accounting method arising from a new accounting rule, for the first year, this provision was charged against equity in the accounts of each of the three institutions, for a total amount net of tax of 1.447,000 €. ● Average numbers of serving staff employed during the period under review came to 1,692. ● . to members of the Board .................................................nil . to members of Executive bodies....................1,126,000 € - Overall amount of advances and loans extended in 2004 . to members of the Board ...................................686,000 € . to members of Executive bodies. ........................97,000 € ● ● BALANCE SHEET (notes 1 to 16), ● OFF-BALANCE-SHEET STATEMENT (notes 17 to 19), ● INCOME STATEMENT (notes 20 to 23). Remunerations, advances, loans and commitments benefiting members of the Senior Management and Executive bodies. - Overall amount of retirement commitments and remuneration allocated in respect of the 2004 financial year In the consolidated financial statements, the provision for risks was increased to its gross amount, as the counterpart entry to a deferred-tax asset entry of 757,000 €. I V – I N F O R M AT I O N O N T H E I T E M S I N T H E BA L A N C E S H E E T, O F F - BA L A N C E - S H E E T S TAT E M E N T A N D I N C O M E S TAT E M E N T Workforce. Estimated results for certain consolidated companies. Since the results for the companies enumerated below are not available, in drawing up the Group financial statements, the estimated amounts communicated by those companies were taken into account: BISE, CGI du Bâtiment, IRD Nord Pas-deCalais. ● Breakdown of net banking income at 31 December 2004 by business line. - Retail banking (funds collection, flows management, liquidity lending, commercial portfolio) ...................60.5% - Investment finance........................................................26.8% - Asset management ........................................................10.7% V ● O T H E R I N F O R M AT I O N Operations with the Network Details of the main financial dealings with the member institutions of the Banque Fédérale des Banques Populaires are set out in the tables giving details of the balance sheet and offbalance-sheet statement under the heading “Network”. ● Change of presentation. In 2004, the expenses and income on finance-lease operations were entered on a net basis on the line “other operating income”. Simultaneously, the same netting was performed in the figures for the previous year restated in these financial statements. - Financial engineering .....................................................2.0% The breakdown of net banking income by business line is mainly derived from management information. GROUPE CRÉDIT COOPÉRATIF NOTE No. 1 31/12/2004 31/12/2003 – Cash, CCP postal-giro a/cs, central banks - Government stock and similar securities - Receivables from credit institutions - sight - term - net doubtful debts - related receivables 117,409 449,786 1,196,408 664,716 522,971 10 8,711 39,349 247,127 1,284,483 427,233 842,067 10 15,173 TOTAL 1,763,603 1,570,959 300,355 413,745 188,432 31/12/2004 31/12/2003 – Central banks, CCP postal-giro a/cs Deposits taken and borrowings: - sight - term Other amounts payable Related accounts payable 129,549 1,025,475 3 10,748 159,992 450,554 TOTAL 1,165,775 616,986 216,235 159,790 102,904 I N T E R BA N K & S I M I L A R O P E R AT I O N S ASSETS of which network of which Crédit Coopératif network - Network: member institutions of the Banque Fédérale des Banques Populaires of which Crédit Coopératif network in 2003: institutions that have signed an association agreement with the Crédit Coopératif NOTE No. 2 I N T E R BA N K A N D S I M I L A R O P E R AT I O N S LIABILITIES of which network of which Crédit Coopératif network - Network: member institutions of the Banque Fédérale des Banques Populaires of which: Crédit Coopératif network in 2003: institutions that have signed an association agreement with the Crédit Coopératif 66/67 6,440 GROUPE CRÉDIT COOPÉRATIF NOTE No. 3 31/12/2004 31/12/2003 O P E R AT I O N S W I T H C U S T O M E R S ASSETS WITH CUSTOMERS – NET VALUES - OVERDRAFTS ON CURRENT ACCOUNTS 306,205 327,884 234,495 334,627 - NET DOUBTFUL DEBTS 3,002,341 22,423 91,327 2,513,555 21,569 82,144 TOTAL 3,750,180 3,186,390 - TRADE CREDIT - FACTORING - OTHER LOANS TO CUSTOMERS - RELATED RECEIVABLES AND UNALLOCATED ITEMS 31/12/2004 31/12/2003 O P E R AT I O N S W I T H C U S T O M E R S OTHER LOANS TO CUSTOMERS - Export credit facilities Liquidity and consumer credit facilities Capital-equipment investment credit Housing loans Other loans Securities received on reverse repo Stocks received on reverse repo Subordinated loans TOTAL 4,650 356,888 2,295,130 232,624 59,467 4,661 161,640 2,029,217 197,605 20,469 35,000 18,582 92,523 7,440 3,002,341 2,513,555 NOTE No. 4 31/12/2004 FINANCE-LEASING AND SIMILAR O P E R AT I O N S Realestate Equipment finance leasing finance leasing 31/12/2003 Total Realestate Equipment finance leasing finance leasing Total Assets leased to customers Unleased assets Provisions for loss/deterioration Net doubtful receivables Related receivables 690,492 13,724 -2,743 22,886 12,500 173,772 2,448 - 322 2,742 1,175 864,264 16,172 -3,065 25,628 13,675 323,347 9,697 -3,291 5,852 1,220 180,660 1,653 -422 3,713 1,082 504,007 11,350 -3,713 9,565 2,302 Total finance-leasing and similar operations 736,859 179,815 916,674 336,825 186,686 523,511 GROUPE CRÉDIT COOPÉRATIF NOTE No. 5 Government, Individuals Non-government government administration agencies and social security B R E A K D O W N O F L O A N S Non- financial Sole traders BY ECONOMIC companies T R A N SAC T O R Other customer segments TOTAL 31/12/2004 LOANS TO CUSTOMERS – TOTAL 2,114,100 147,919 498,582 890,079 25,862 38,636 3,715,178 HEALTHY DEBT Sub-total 2,064,891 141,267 487,383 867,397 24,277 38,636 3,623,851 93,106 -56,695 9,288 -5,149 20,142 -10,343 43,427 -25,628 3,008 -1,759 168,971 -99,574 36,411 4,139 9,799 17,799 1,249 69,397 Non-compromised doubtful loans Provisions for non-compromised doubtful loans 23,617 -10,819 8,723 -6,210 2,230 - 830 7,668 -2,785 525 - 189 42,763 -20,833 Non-compromised doubtful loans - sub-total 12,798 2,513 1,400 4,883 336 21,930 FINANCE LEASING 885,970 3,519 7,427 19,758 916,674 Assets finance-leased and on outright rental Compromised doubtful receivables Provisions for compromised doubtful receivables 848,286 31,849 -29,988 3,413 194 - 178 7,225 383 - 347 19,015 1,282 -1,202 877,939 33,708 -31,715 1,861 16 36 80 1,993 Non-compromised doubtful loans Provisions for non-compromised doubtful loans 39,123 -3,300 100 - 10 181 - 15 755 - 92 40,159 -3,417 Non-compromised doubtful loans - sub-total 35,823 90 166 663 36,742 Compromised doubtful loans Provisions for compromised doubtful loans Compromised doubtful loans - sub-total Compromised doubtful receivables - sub-total NOTE No. 6 31/12/2004 O P E R AT I O N S W I T H CUSTOMERS – LIABILITIES PAYABLE TO CUSTOMERS Specially-regulated savings accounts Customer deposits and borrowings 31/12/2003 Sight Term NET Sight Term NET 533,166 114,608 647,774 431,928 104,610 536,538 2,201,755 339,388 2,541,143 1,921,520 196,741 2,118,261 1,096 1,096 300 300 55,100 55,100 71,475 71,475 1,578 1,578 Borrowings from financial customers Securities delivered on repo Stocks delivered on repo Factoring accounts payable Guaranteed deposits Other amounts payable Related accounts payable TOTAL of customers’ credit accounts 68/69 61,925 61,925 56,114 56,114 4,404 4,404 7,124 7,124 3,313,020 2,416,686 2,801,250 511,770 373,126 2,789,812 GROUPE CRÉDIT COOPÉRATIF NOTE N° 7 31/12/2004 31/12/2003 FINANCIAL ASSETS Gross financial assets 93,204 88,213 Provisions for loss -2,119 -1,763 Net financial assets 91,085 86,450 Interests in subsidiaries consolidated according to the equity method 43,601 51,912 Currency translation differences 1,653 Related receivables TOTAL 606 527 135,292 140,542 OF FINANCIAL ASSETS NOTE No. 8 31/12/2004 31/12/2003 O P E R AT I N G C A P I TA L ASSETS Gross Intangible assets 46,849 -26,209 - 407 20,233 27,466 -14,989 Tangible fixed assets 99,392 -49,629 - 20 49,743 89,081 -42,967 146,241 -75,838 - 427 69,976 116,547 -57,956 Tangible fixed assets 815 - 168 647 480 - 149 331 sub-total 815 - 168 647 480 - 149 331 30,394 -18,852 - 906 10,636 24,672 -13,754 -1,697 9,221 177,450 -94,858 -1,333 81,259 141,699 -71,859 -2,104 67,736 sub-total Deprec. Prov. NET Gross Deprec. Prov. -407 NET 12,070 46,114 -407 58,184 Non-operating capital assets Intangible assets Capital assets hired out on outright rental TOTAL INTANGIBLE & TANGIBLE FIXED ASSETS GROUPE CRÉDIT COOPÉRATIF NOTE No. 9 Residual maturity of term bank resources and employments Total of D<= 3 months 3 months <D<=1 year 1<D<=5 years >5 years Indefinite term term items E M P L OY M E N T S Receivables from credit institutions and similar institutions Receivables from customers Assets on finance lease Bonds and other fixed-income securities 419,436 121,152 111,929 311,507 594,408 39,811 461,584 368,833 113,424 486,595 1,422,794 416,090 502,523 944,175 294,939 34,497 394 3,330,225 864,264 1,485,593 1,515,239 1,090,004 2,453,336 1,585,118 409 6,644,106 Payable to credit institutions Payable to customers Liabilities in the form of securities issued Subordinated loans 363,028 231,003 1,277,349 98,004 95,583 483,375 374,594 153,972 639,198 64,791 189,849 29,634 388,282 107,000 24,926 1,025,475 510,192 2,788,204 196,717 TOTAL RESOURCES 1,871,380 1,232,555 714,765 24,926 4,520,588 TOTAL EMPLOYMENTS 964,024 15 RESOURCES 70/71 676,962 GROUPE CRÉDIT COOPÉRATIF N O T E N o . 10 31/12/2004 31/12/2003 P R E PAY M E N T S , A C C R U A L S A N D M I S C E L L A N E O U S A S S E T S OTHER ASSETS Options instruments purchased Settlements of transactions in securities Deferred-tax assets Other stocks and miscellaneous employments of funds Sundry debtors Doubtful debts, net Related receivables 573 2,138 7,619 108 49,047 269 4,142 10,678 27,277 711 1,407 SUB-TOTAL 60,196 43,773 46,211 89,296 ACCRUAL ACCOUNTS (assets) Collection accounts Adjustment accounts Potential losses on unmatured futures hedging contracts Potential losses on matured futures hedging contracts Prepayments Deferred income Issue premiums pending deferral Other deferred charges Other accrual accounts 1,319 3,583 4,740 41,863 4,167 4,675 22,200 4,611 4,547 31,436 4,117 140 100,717 SUB-TOTAL 127,439 236,183 TOTAL 187,635 279,956 GROUPE CRÉDIT COOPÉRATIF N O T E N o . 11 31/12/2004 31/12/2003 224 2,458 7,335 275 2,478 10,266 1,285 188,099 64,507 2,135 1,232 115,646 17,741 3,669 249 266,043 151,556 77,326 568 53,234 1,420 41,599 AC C R U E D C H A R G E S & M I S C E L L A N E O U S L I A B I L I T I E S OTHER LIABILITIES Options instruments sold Settlements of transactions in securities Deferred-tax liabilities Liabilities on securities Uncalled amount on securities not fully paid Sundry creditors Investment grant Allocated government stocks Related accounts payable SUB-TOTAL ACCRUED CHARGES Collection accounts Adjustment accounts Variance accounts Potential gains on unmatured futures hedging contracts Potential gains on matured futures hedging contracts Unearned income Accrued charges Other accrued charges 477 913 11,771 26,054 89,694 3,470 11,389 25,497 1,579 SUB-TOTAL 206,326 138,665 TOTAL 472,369 290,221 NOTE No. 12 P R OV I S I O N S W R I T T E N AG A I N S T ASSETS 31/12/2003 Increase Decrease Changes in consolidation scope Other change 31/12/2004 Provisions for doubtful debts Provisions for loss Country-risk provisions 144,341 15,510 23,845 4,268 - 31,403 - 3,225 16,413 1,246 - 49 -2,158 153,147 15,641 TOTAL 159,851 28,113 - 34,628 17,659 - 2,207 168,788 72/73 GROUPE CRÉDIT COOPÉRATIF NOTE No. 13 31/12/2004 31/12/2003 DEBT INSTRUMENTS ISSUED SHORT-TERM LOAN NOTES AND SAVINGS BONDS 15,811 14,439 2,256,647 426,199 771,404 1,059,044 515,746 1,781,307 481,691 686,255 613,361 592,293 42,280 40,249 2,830,484 2,428,288 INTERBANK MARKET SECURITIES NEGOTIABLE DEBT SECURITIES of which - subscribed by credit institutions - subscribed by financial customers - subscribed by customers BONDS ISSUED OTHER LIABILITIES IN THE FORM OF SECURITIES ISSUED RELATED ACCOUNTS PAYABLE TOTAL DEBT INSTRUMENTS ISSUED NOTE No. 14 P R OV I S I O N S F O R C O N T I N G E N C I E S AND LOSSES PROVISIONS FOR COUNTERPART RISKS Provisions for off-balance-sheet commitments Country-risk provisions Sectoral provisions Customer dispute provisions Other customer provisions SUB-TOTAL 31/12/03 1,845 326 7,440 4,196 4,537 18,344 CHANGES IN APPRO- REVERSALS MISCEL- 31/12/04 CONSOLIDATION PRIATIONS LANEOUS SCOPE 1,230 - 1,396 - 570 4,271 - 110 - 3,718 - 106 363 40 6,502 - 4 081 5,840 - 244 7,900 8,848 390 - 5,790 4,674 2,311 22,734 -1,653 297 297 2,550 -1,731 8,885 9,704 10,001 460 1,505 3,195 PROVISIONS FOR RISKS OF LOSS Portfolio of securities and future financial instruments Financial assets Real-estate development Other assets 1,653 SUB-TOTAL 1,653 2,550 - 3,384 9,182 1,369 585 -3 238 2,485 4,674 131 436 1 316 - 245 - 590 35 1,053 147 187 69 1,402 1,936 902 - 838 1,326 2,819 6,145 21,933 6,647 - 10,012 15,182 5,130 38,880 PROVISIONS FOR OPERATING EXPENSES AND LOSSES Serving-staff pension commitments Retired-staff pension commitments Tax, duty and other levies Other provisions for future general expenses SUB-TOTAL TOTAL GROUPE CRÉDIT COOPÉRATIF NOTE No. 15 CHANGES IN EQUITY CAPITAL AND MINORITY SHAREHOLDERS’ INTERESTS EQUITY CAPITAL ATTRIBUTABLE TO GROUP NET INCOME CAPITAL RESERVES FOR THE TOTAL YEAR POSITION AT START OF FINANCIAL YEAR 1/1/04 CHANGES IN CAPITAL OF COMPANIES INCLUDED IN THE COMMUNITY OF INTERESTS 190,369 178,651 21,912 390,932 30,814 30,814 - 21,912 - 4,857 42,411 42,411 NET INCOME FOR THE YEAR (BEFORE APPROPRIATION) DIVIDENDS PAID AND APPROPRIATIONS TO RESERVES DURING THE FINANCIAL YEAR 17,055 RESERVES IN RESPECT OF NEW ASSOCIATE COMPANIES (CHANGE OF CONSOLIDATION SCOPE) 10,989 10,989 DEDICATED UCITS – CHANGE OF CONSOLIDATION METHOD - 3,764 - 3,764 COS. CONSOLIDATED ACCORDING TO THE EQUITY METHOD (ESFIN: -311; IRD NPC: 1,645; BISE: 661; EDEL: -12,774) - 10,786 - 10,786 - 1,630 - 1,630 497 497 - 4,841 - 4,841 723 723 29 29 CHANGE OF METHOD (LONG-SERVICE AWARDS: -1,447; BANK-CARD COMMISSION: -183) CHANGE IN CONSOLIDATION SCOPE (SOPROMEC NO LONGER CONSOLIDATED; SCP SHARE INCREASED) ELIMINATION OF SUBSIDIARIES’ CROSS-SHAREHOLDINGS IN THE PARENT CO. ADJUSTMENT OF NET INCOME ATTRIBUTABLE TO MINORITY INTERESTS AT START OF YEAR (SICOMICOOP: 245; BTPKI: 478) LIQUIDATION OF TRANSIMAT POSITION AT YEAR-END: 31/12/2004 MINORITY SHAREHOLDERS’ INTERESTS TOTAL 74/75 232,780 186,923 30,814 450,517 78,155 10,432 4,857 93,444 310,935 197,355 35,671 543,961 GROUPE CRÉDIT COOPÉRATIF NOTE No. 16 2004 2003 G O O D W I L L O N AC Q U I S I T I O N - A S S E T S 5,127 NET VALUE AT 1ST JANUARY (PRO FORMA) NET VALUE AT 1ST JANUARY 6,757 743 2,157 527 6,014 6,757 2004 2003 1,830 2,236 355 14 422 1,495 1,828 APPROPRIATION FOR THE YEAR REVERSAL FOR THE YEAR RECLASSIFICATION NET VALUE AT 31ST DECEMBER G O O D W I L L O N AC Q U I S I T I O N - L I A B I L I T I E S NET VALUE AT 1ST JANUARY NET VALUE AT 1ST JANUARY (PRO FORMA) APPROPRIATION FOR THE YEAR REVERSAL FOR THE YEAR RECLASSIFICATION NET VALUE AT 31ST DECEMBER GROUPE CRÉDIT COOPÉRATIF NOTE No. 17 31/12/2004 31/12/2003 478,771 348,226 47,377 O F F - BA L A N C E - S H E E T S TAT E M E N T COMMITMENTS BY THE COMPANY Capital commitments • in favour of credit institutions – of which entities with which a shareholding relationship exists – of which CC network • in favour of customers Guarantee commitments • on behalf of credit institutions • on behalf of customers Commitments relating to securities 478,771 1,938,214 12,323 1,925,891 19,500 46,876 300,849 1,588,366 12,122 1,576,244 13,789 TOTAL 2,436,485 1,950,381 COMMITMENTS RECEIVED Capital commitments • received from credit institutions Guarantee commitments • received from credit institutions – of which network – of which CC network Commitments relating to securities 85,369 85,369 291,868 291,868 24,500 477,480 477,480 255,365 232,746 13,789 TOTAL 401,737 491,269 - Network: member institutions of the Banque Fédérale des Banques Populaires, of which Crédit Coopératif (CC) network in 2003: institutions that have signed an association agreement with the Crédit Coopératif. 76/77 GROUPE CRÉDIT COOPÉRATIF NOTE No. 18 I N T E R E S T - R AT E INSTRUMENTS ( AT 31 ST D E C E M B E R 2 0 0 4 ) TRANSACTIONS ON ORGANISED MARKETS Firm Option OVER-THE-COUNTER TRANSACTIONS Firm Option OFF BALANCE SHEET 2,547,928 HEDGING OPERATIONS POTENTIAL LOSSES ON UNMATURED HEDGING OPERATIONS POTENTIAL GAINS ON UNMATURED HEDGING OPERATIONS LOSSES TO BE CARRIED FORWARD ON MATURED HEDGING OPERATIONS GAINS TO BE CARRIED FORWARD ON MATURED HEDGING OPERATIONS LOSSES GAINS 3,583 913 508 164 19,199 33,162 62 27 OTHER OPERATIONS LOSSES GAINS 391,978 MACRO-HEDGED INTEREST-RATE SWAPS 11,126 12,411 LOSSES GAINS OTHER FUTURE INSTRUMENTS TRANSACTIONS ON ORGANISED MARKETS Firm POTENTIAL LOSSES ON UNMATURED HEDGING OPERATIONS POTENTIAL GAINS ON UNMATURED HEDGING OPERATIONS LOSSES TO BE CARRIED FORWARD ON MATURED HEDGING OPERATIONS GAINS TO BE CARRIED FORWARD ON MATURED HEDGING OPERATIONS GAINS OTHER OPERATIONS LOSSES GAINS Firm Option OFF BALANCE SHEET 6,662 HEDGING OPERATIONS LOSSES Option OVER-THE-COUNTER TRANSACTIONS 854 341 GROUPE CRÉDIT COOPÉRATIF NOTE No. 19 I N F O R M A T I O N O N D E R I VA T I V E I N S T R U M E N T S (euros 000) INTEREST-RATE CONTRACTS NATURE OF OVER-THE-COUNTER CONTRACTS NOTIONAL AMOUNT (Of which options) BREAKDOWN BY RESIDUAL MATURITY 1 year 1 year and £< 5 years 5 years GROSS REPLACEMENT COST Positive Negative 2,933,805 (22,599) 479,174 (16,152) 1,446,252 1,164,066 317,110 443,315 12,002 15,027 72,098 15,476 74 2,851 10,297 6,161 POTENTIAL CREDIT RISK OF TRANSACTIONS CREDIT RISK OF CONTRACTS TRADED OVER-THE-COUNTER WEIGHTING EXCHANGE-RATE CONTRACTS CREDIT INSTITUTIONS CUSTOMERS 20 % 50 % 75,567 59,891 13,815 73,706 53,537 20,169 POSITIVE GROSS REPLACEMENT COST POSITIVE NET REPLACEMENT COST POTENTIAL CREDIT RISK EQUIVALENT CREDIT RISK BEFORE SECURITY SECURITY EQUIVALENT CREDIT RISK AFTER SECURITY 1,608 1,608 2,643 4,251 4,251 NOTE No. 20 2004 COMMISSION INCOME Cash and interbank transactions Transactions on payment instruments Transactions with customers Transactions in securities Foreign-exchange transactions Off-balance-sheet commitments Financial services provided Consultancy TOTAL COMMISSION 78/79 EXPENSES 2003 NET INCOME 391 57,000 37,015 3,235 161 591 30,607 663 - 4,319 - 39,752 - 1,879 -9 -1 -6 - 5,074 - 3,928 17,248 35,136 3,226 160 585 25,533 663 81 22,523 28,903 2,315 130 129,663 - 51,040 78,623 81,806 27,431 423 EXPENSES - 3,377 - 15,838 - 1,261 -1 -5,127 - 25,604 NET - 3,296 6,685 27,642 2,315 130 -1 22,304 423 56,202 GROUPE CRÉDIT COOPÉRATIF N O T E N o . 21 31/12/2004 31/12/2003 G E N E R A L O P E R AT I N G E X P E N S E S Salaries and other emoluments FGX – salaries and other emoluments PDT – staff costs re-invoiced - 72,194 3,427 - 61,849 3,007 SUB-TOTAL - 68,767 - 58,842 Pension contributions Other welfare contributions Employee profit sharing Payroll taxes and levies Employee share-owning incentive scheme PROV – appropriation/reversal R&C – staff - 9,565 - 28,664 - 2,428 - 9,703 - 174 152 - 8,581 - 24,104 - 3,285 - 7,977 - 119,149 - 102,284 Taxes, duty and other levies Other general operating expenses - 6,387 - 55,133 - 5,519 - 41,905 OTHER GENERAL OPERATING EXPENSES SUB-TOTAL - 61,520 - 47,424 - 180,669 - 149,708 STAFF EXPENSES SUB-TOTAL TOTAL GENERAL OPERATING EXPENSES 505 NOTE No. 22 2004 COST OF RISK EXPENSES ALLOCATED PROVISIONS Interbank balances o/s Receivables from customers Misc. debtors and securities INCOME 2003 NET EXPENSES INCOME NET -23,015 - 434 - 418 4,751 - 520 - 418 -18,264 - 954 -22,948 5,280 -17,668 -23,449 3,813 - 19,636 -22,947 5,276 -17,671 Provisions for contingencies and losses Off-Balance-Sheet commitments General provisions Country-risk provisions -1,230 -1,966 1,396 3,823 570 166 1,857 570 -778 -2,518 33 7,985 120 -745 5,467 120 SUB-TOTAL -3,196 5,789 2,593 -3,296 8,138 4,842 LOSSES NOT COVERED BY PROVISIONS AMOUNTS RECOVERED ON DEBTS WRITTEN OFF Interbank balances o/s Receivables from customers Sundry debtors and securities - 12 -2,173 - 61 118 1,516 118 106 - 657 57 -704 451 -253 SUB-TOTAL -2,246 -17,537 -494 -704 451 -253 -28,891 11,354 -17,537 -26,947 13,865 -13,082 SUB-TOTAL TOTAL COST OF RISK GROUPE CRÉDIT COOPÉRATIF NOTE No. 23 (EUROS 000) INCIDENCES (31ST DECEMBER 2004) C O R P O R A T I O N T A X (euros 000) INCLUDED IN PARENT-COMPANY ACCOUNTS On earnings On reserves 15,951 Total 15,951 DEFERRED TAX LIABILITY GENERATED BY ADJUSTMENTS: - Finance-leasing operations Time differences Deficit eligible for carry-forward Exit tax Goodwill on acquisition Sectoral-risk provisions Retirement gratuity Issue costs BTPK1 dividends payable to CCCC Investment provisions Foreign-exchange loss on BISE shares Dedicated UCITS Capital gain on disposal of Dôme-CFF shares Capital gain on disposal of SOPROMEC shares Miscellaneous adjustments 36 561 560 - 36 - 84 - 266 13 400 - 61 586 41 3,643 -1,730 - 983 - 220 -2,636 - 396 - 66 834 - 586 3,679 -1,169 - 983 560 - 256 -2,720 - 662 - 53 400 773 51 67 218 42 482 41 218 93 549 TOTAL DEFERRED TAX LIABILITY 1,868 - 1,398 470 TOTAL 17,819 - 1,398 16,421 Corporation tax included in the parent-company financial statements amounted to €15,951,000. Excluding the extraordinary item, this charge would be €16,187,000. 80/81 GROUPE CRÉDIT COOPÉRATIF STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL YEAR 2004 Ladies and Gentlemen, In fulfilment of the assignment entrusted to us by your General Meeting, we have audited the consolidated financial statements of Crédit Coopératif S.A. for the financial year ended 31 December 2004, as attached to this report. The consolidated financial statements were drawn up by the Board of Directors. Board of Directors. It is our task, on the basis of our audit, to express an opinion on those financial statements. I OPINION ON T H E C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S We performed our audit in accordance with accounting principles and standards applicable in France; these principles and standards require us to perform investigations so as to obtain reasonable assurance that the consolidated financial statements are free from material misstatement. An audit includes examining, on a test basis, the evidence substantiating the data contained in these financial statements. An audit also includes assessing the accounting principles used and significant estimates made for drawing up the financial statements, as well as evaluating their overall presentation. We believe that our audit provides a reasonable basis for our opinion, as expressed hereafter. We hereby certify that the annual financial statements, in the light of French accounting principles and standards, are properly drawn up, accurate and give a true and fair view of the net assets, financial position and net income of the businesses comprising the consolidated entity. Without qualifying the foregoing opinion, we wish to draw your attention to Note III, “General principles and methods of valuation”, in the notes to the financial statements, setting out the changes in the accounting treatment of long-service awards. I I EVIDENCE SUBSTANTIATING OUR ASSESSMENT Pursuant to Article L.225-235 of the [French] Commercial Code relating to the evidence substantiating our assessments, we should like to draw your attention to the following points: Changes in accounting treatment ● In our assessment of the accounting standards and principles followed by your company, we satisfied ourselves as to the legitimacy of the changes in accounting method above-mentioned and of the presentation made of them. Accounting estimates ● ● Your company sets aside provisions to cover the credit risks inherent in its activities as described in Note III, “General principles and methods of valuation”, in the notes to the financial statements. In our assessment of the significant estimates made in drawing up the financial statements, we examined the scheme of control and supervision for monitoring credit risks, for evaluating risks of nonrecovery and for covering such risks by special provisions and by liabilityside provisions intended to cover customer risks not specifically covered otherwise. Your company holds positions in securities and in derivative financial instruments. Note III, “General principles and methods of valuation”, sets out the accounting principles and methods used for securities and derivative financial instruments. We examined the scheme for control and supervision relating to the accounting classification and the determination of the parameters used to value those positions. We ascertained the appropriateness of the accounting methods adopted by the company and of the information supplied in the notes to the financial statements, and assured ourselves of their having been correctly applied. Our assessments as given in the foregoing are consistent with our approach in auditing the consolidated financial statements as a whole, and therefore contributed to the forming of our unreserved opinion as expressed in the first part of this report. III SPECIAL CHECK We also checking the information given in the Group management report. The truth, fairness and consistency with the consolidated financial statements of the information given in that report call for no comment on our part. Paris La Défense and Paris, 6 April 2005 KPMG Audit A department of KPMG S.A. Rémy Tabuteau Partner Sofideec Baker Tilly Pierre Faucon Partner Christian Alibay Partner GROUPE CRÉDIT COOPÉRATIF PRESIDENT’S ANNUAL REPORT The majority of the Crédit Coopératif share capital is held by the different families making up the social economy: the mutual societies, cooperatives and nonprofit-making associations, together with a diversified class of customers featuring, among others, small and medium-sized businesses. The composition of the Board of Directors takes account of these different sectors of activity. PROCEEDINGS OF THE BOARD Preamble The Board of Directors of the Crédit Coopératif operates according to the corporate-governance principles defined in the Articles of Association adopted on 30 January 2003 and amended on 30 June 2003, referring to the French New Business Regulations Act No. 2001-420 of 15th May 2001 [Loi NRE]. The Crédit Coopératif is a member bank of the Banque Fédérale des Banques Populaires, its central body. I. Overview of the Board of Directors: The Board of Directors is currently composed of eighteen members appointed for six-year terms, representing the movements of which the different classes of customer are members, their members in turn being members of the Crédit Coopératif. In addition, four directors are elected by the employees for three-year terms. The chief qualities expected of a director are business experience, personal commitment to the proceedings of the Board, an understanding of the business and financial world, the ability to work together while respecting each other’s opinions, the courage to speak up even when in a minority, a sense of responsibility to members and other interested parties, and integrity. Eleven external supervisors (censeurs) have also been appointed for a term not exceeding six years, to assist the directors. Lastly, the Board of Directors has appointed three Vice-Presidents, each 82/83 representing the three major sections of non-profit-making bodies: the cooperatives, mutual societies and non-profitmaking associations. 1.1. Board meetings: The Board meets at the registered office, on notice issued by its President, as often as required by the interests of the Crédit Coopératif and not less than six times a year. In 2004, the Board of Directors met seven times: ● on 23 March at 10:00 a.m. for 3 hrs. 30 min., ● on 5 Mary at 10:00 a.m. for 3 hrs. 30 min., ● on 18 June at 9:00 a.m. for 4 hrs. 40 min., ● on 16 September at 10:00 a.m. for 3 hrs. 30 min. and at a Board of Directors seminar at 3:00 p.m., ● on 26 October at 10:00 a.m. for 3 hrs. 00, ● on 3 December at 10:00 a.m. for 3 hrs. 00. The Officers of the Board of Directors met three times: on 11 February, 11 May and 10 November 2004. The proceedings of the officers’ meetings focused on the Company’s commitments and risks, changes in the rating system and disputed loans. The business discussed at these board meetings were as follows: ● agreements in existence, ● the activity, the three-year forecasts for 2004 to 2007 and the budget for 2004, ● the commercial policy guidelines and strategy, ● A round-up on the activity sectors, ● The admission of new members, ● Preparation for the Ordinary General Meetings of members, ● The making-up of the company financial statements, ● Internal control, ● Commitments and risks, ● Declaration of low-rated financial facilities, ● Group restructuring operations – The new organisation ● The indicators, ● Election of the Vice-Presidents, ● Following up the guarantees provided for ECOFI INVESTISSEMENTS, ● The list of banks and financial institutions selected as counterparties, ● Implementation of the memorandum of agreement signed with the Groupe Banque Populaire, ● The creation of the Risks and Audit committees, ● The taking of a controlling interest in BATINOREST, ● The refinancing of SOCOREC, ● International capital-adequacy regulations and the McDonough ratio, ● The response to the inspection by the Banque Fédérale, ● The development of BISE and the EBRD subordinated loan, ● The capital increase of the Caisse solidaire du Nord-Pas-de-Calais, ● The sale of SOPROMEC, ● Corporate governance, ● financial operations, issues, borrowings, sundry investments in subsidiaries, ● Changes in the operation of the Board of Directors and the changing of its composition, ● the legal operations arising from the simplification of the corporate structures, ● Activity forecasts for the Groupe Crédit Coopératif in 2005, ● ● Group strategy and prospects, The schedule of Board meetings for 2005. GROUPE CRÉDIT COOPÉRATIF The rate of attendance of members at the meetings of the Board of Directors was very high, with the quorum being reached at each meeting. 1.2. Directors’ fees: A fixed annual sum for directors’ fees is distributed among the members of the Board (directors and external supervisors) and takes account of actual attendance at the meetings of the Board. 1.3. Information provided for the Board: All Board meetings are preceded by the timely sending of all documents and information required for their proceedings. In addition to the information received, each director may request any documents he may consider necessary for the performance of his mission. 2. Arrangements for preparing the proceedings of the Board: The President finalises the documents prepared by the internal departments, organises and directs the proceedings of the Board. He ensures that the directors are able to fulfil their mission, taking particular pains to ensure that they have the necessary information and documents available. Lastly, he ensures that the representatives of the staff representation bodies are duly notified of the meetings. The Board has set up two new study committees with the role of supplying information on the topics for discussion by the directors: - the risks committee, whose role includes regularly reviewing the scheme for controlling operating risks, market and credit risks for each institution and on a consolidated basis. This committee has decision-making powers regarding loan applications and counterparty limits. It also monitors observance of the equity allocation policy. - the audit committee ensures the accuracy, truthfulness and fair view reflected by the company and consolidated financial statements of the Crédit Coopératif, and the quality of the procedures used in drawing them up. This committee also satisfies itself that every type of risk has been identified and is covered by procedures. He represents the Company in its dealings with third parties. The Company is committed even by acts of the General Manager that are outside the corporate objects, unless the company can prove that the third party was aware that the act in question exceeded the corporate objects, or that it could not be unaware of the fact in view of the circumstances. - the remuneration committee, already in existence for several years, sets the remuneration of the President and General Manager, using an analysis of the highest remunerations in the Groupe Crédit Coopératif and of those set at the Banque Fédérale. Furthermore, it recruits executives for the General Management Department. Mr. Jean-Claude Detilleux is assisted by four delegate general managers: Mr. Pierre Lajugie de La Renaudie, Mr. François Desportes, Mr. de Vaucresson and Mr. Cauvin, whose powers are limited neither under the Articles nor by resolution of the Board. The Board of Directors has also appointed three Vice-Presidents, each of whom represents one of the three major non-profitmaking sectors: the cooperatives, mutual societies and non-profit-making associations. INTERNAL CONTROL PROCEDURES Introduction 3. General Manager’s powers: The terms and procedures for exercising General Management responsibilities are set out in Article 22 of the Articles of Association. Depending upon the method of exercise adopted by the Board of Directors, the President or the General Manager under the latter’s responsibility performs the General Management duties for the Company. Where the Company’s General Management is performed by the President, the provisions pertaining to the General Manager apply mutatis mutandis to the President. At the Crédit Coopératif, Mr. Jean-Claude Detilleux is President of the Board of Directors and General Manager of the Company. The General Manager enjoys the widest powers in acting in all circumstances on behalf of the Company. He exercises his powers within the limits of the corporate objects, and subject to those powers expressly reserved by law to the General Meetings of Members and the Board of Directors. A charter, approved by the Audit Committee, defines the Crédit Coopératif internal control system. It is based on the banking regulations and the risk-control principles of the Groupe Banque Populaire of which it is a member. These principles are defined by the Board of Directors of the Banque Fédérale des Banques Populaires, the central body of the Groupe Banque Populaire of which the President of the Crédit Coopératif is a member, and are supplemented by benchmark documents specifying by family of risk – credit, financial and operating – an appropriate and uniform level of control within the Groupe Banque Populaire. The implementation of new international prudential standards, termed McDonough standards, coordinated throughout the Groupe Banque Populaire, will enrich those group-specific benchmark documents. The internal control system is regularly reported-on to the Banque Fédérale des Banques Populaires and the latter may perform inspections of it. GROUPE CRÉDIT COOPÉRATIF drafting its own procedures, which are made available to staff members via the Groupe Crédit Coopératif intranet. 1. General organisation The internal control system at the Crédit Coopératif was developed in accordance with the CRBF regulations. The system covers all the structures of the Groupe Crédit Coopératif, its business units and each step of its organisation. The President defines its organisational structure. He allocates responsibilities and resources optimally so as to ensure, in keeping with the guidelines laid down by the Board of Directors, the coverage of risks, their exhaustive evaluation and their management. The internal control system is based on a number of committees dedicated to supervising specific risks, and on control/inspection rules developed by each unit, under its own responsibility, with methodological support from the General Inspection Department. This architecture is designedly pragmatic, adapting to each activity in order to instil a risk-control culture at every level of the organisation. Thus, it strives to leave no area unsupervised. Two committees are wholly dedicated to the risk aspects: the internal control committee helps in managing the risk-control systems, and ensures their coherence; the major-risks committee meets three times a year to discuss the situation concerning all the risks of the Groupe Crédit Coopératif. The internal actors involved in risk control Three means of control are implemented: ● first level: self-inspection, performed prior to operations or at the same time as they are performed, by each staff member for purposes of the actions executed by that member in his function. This is the essential bedrock of the internal control system. It is enshrined in formally-enacted procedures and exists in material form. Each unit is responsible for 84/85 ● second level: continuous control ascertains compliance with the rules of the profession or those specific to the Institution, and ensures the existence, permanence and relevance of the controls. This level covers both functional controls of areas such as accounts, commitments and risks, and the controls laid down under regulations. The procedures define the methods of controls, their frequency and the channels for feeding back information to line management and the General Inspection Department. third level: the periodical inspection is conducted by the General Inspection Department, acting through investigations and missions. It has access to all information required for the due exercise of its mission. For purposes of that mission, no considerations of professional secrecy or reserved area can be upheld against it. The Inspection Department works according to rules laid down in its charter, and applies the IFACI professional standards relating to Auditing. ● The Inspection programme is submitted to the General Management Department. A written report is produced, reflecting the views of all parties, and is forwarded to the General Management Department and to the managers of the units concerned. In these reports, recommendations are formulated and are followed up. The Internal Control manager is responsible for ensuring the coherence and effectiveness of the risk-control system. Answering directly to the President of the Crédit Coopératif, that manager reports to the President on the fulfilment of his mission. He submits to the Audit Committee the report on the situation of the risksurveillance system. The role of the Board of Directors The Board of Directors monitors and ensures the control of the main risks incurred by the Institution and satisfies itself of the quality and reliability of the internal control system, in accordance with prudential regulations. The Board regularly examines loan files in dispute, files exhibiting particular risks and requiring provisioning. The Board also examines the report on the company’s internal control, which is sent to the French Banking Commission and to the statutory auditors. The Board appoints an Audit and Risks Committee with the task of examining, in accordance with banking regulations, on both a company and a consolidated basis, the main lessons to be learned from risk surveillance, the internal control findings and the main conclusions of the inspection missions. This Committee meets twice a year: one of its meetings examines the financial statements, and the other discusses internal control. It issues an assessment of the quality and coherence of the risk measurement, surveillance and control systems. This Committee is also responsible for proposing any additional actions that may be required. Its meetings are attended by the internal control and accounts managers, the General Management Department, the members of the Board of Directors and the statutory auditors. II. Risk monitoring and control: presentation of the main internal control procedures implemented The activities of the Groupe Crédit Coopératif expose it to four major categories of risk: ● credit risks, ● market activity risks, ● global interest-rate, foreign-exchange and liquidity risks, and ● operating risks. GROUPE CRÉDIT COOPÉRATIF CREDIT RISKS The reform of the solvency ratio – the McDonough ratio – has caused the Crédit Coopératif to start a major project in 2004 to meet the regulatory requirements, with particular emphasis on credit risks. Conducted in close touch with the dedicated teams of the Banque Fédérale des Banques Populaires, it is part of a uniform approach developed for the Groupe Banque Populaire as a whole. This project, conducted by the commitments department, draws on sizeable information-technology resources. From 2005 onwards, it will lead to the operational deployment of a new range of tools for evaluating commitments and alarms management. Analysis Loan files are analysed on the basis of formally enacted and defined procedures and channels of referral. The relevant studies are developed on the basis of analytical spreadsheets to which are entered the accounting and financial information required to assess customer quality and gathered by the sales/marketing teams through interviews with their customers. This approach is supplemented by external information (Banque de France, Commercial Court Registries) and internal information (summaries on the customer relationship produced by the management system). in the day-today management of commitments. As a result of the McDonough implementation drive, the rating system will undergo changes to incorporate the rating generated by the tools developed by the Banque Fédérale des Banques Populaires. Monitoring commitments The Group Commitments Department monitors risks individually and using global approaches by recourse to a number of alarm systems, and by analysing debt quality. A weekly committee meeting is attended by the Commitments and Disputed-loan managers. It makes decisions on the riskiest loan files, laying down a plan of action. A report is written for each decision. A monthly roundup is made on the control of its commitments by each branch, on the basis of alarm indicators and the quality of its risk assessment. The proceedings are summarised by the award of a rating to each branch. The Inspection Department reviews all the branches twice a year to assess their risk levels. The roundup is made on the basis of indicators derived from the internal control systems and enables the Inspection Department to target the branches in which to conduct its inspection assignments. When these are performed, quality of risks and compliance with procedures are assessed on the spot. Decisions and delegations of powers Every loan application is formally recorded using a standard file adapted to each customer segment. This makes for uniform, efficient loan processing. Loan decisions are based on a system of delegations of powers taking account of the nature and amount of the facilities applied-for. Rating A rating is assigned to the customer at each new loan decision. This rating is used to monitor loan portfolio quality and helps Monitoring outstanding debt Risk is analysed using a consolidated approach to the commitments for a given group. Tables summarising the situation by sector of activity and by major customer segment are forwarded to General Management every month, with an appraisal of any changes in quality of risks. This approach also takes account of the risk premiums, which are reported quarterly, broken down by customer sector and by branch, and grouped by General Delegation. Managing doubtful customers / customers in dispute A special procedure defines the rules for downgrading loan files into the disputedclaim category. Each candidate file for moving into the disputed-claim category is examined beforehand by the Commitments Department. This performs a first evaluation of risk, then the provisions are determined by the Disputes Department. These provisions are reviewed quarterly at a committee meeting attended by General Management and the technical departments concerned by loan management. MARKET TRANSACTIONS RISKS The Financial Operations Department is responsible for managing liquidity, placing financial products with customers, own-account management, Group assetliability management and a debt-management consultancy mission to local government among other customers. LIQUIDITY AND OWN-ACCOUNT MANAGEMENT The risks taken by the Crédit Coopératif in connection with its market-making activities are limited. They include first, the purchase of private bonds held in the investment portfolio for less than two years and secondly, the purchase of UCITS shares or units and three dedicated mutualinvestment FCPs of which two carry a capital and performance guarantee. These operations are performed under authorisations given in terms of counterpart limits, and limits as to duration and amount. The Crédit Coopératif also has a limited activity in proprietary foreign-exchange trading, while currency operations on behalf of customers are for the most part covered by market trading. A financial committee is composed of General Management, the managers for asset management, middle office, liquidity management, ALM, accounts and GROUPE CRÉDIT COOPÉRATIF financial control, and the Financial Director. This committee meets each week and sets the major guidelines for managing proprietary operations. A middle-office unit performs the necessary checks and submits the portfolio valuation findings to the financial committee meetings. An internal risk-management tool has been developed, using a VaR model, for measuring the main market risks, particularly the risks inherent in the dedicated FCP mutual investment funds subscribed outside the Crédit Coopératif. Transactions are processed under the internal procedures controlling activity and concerning the following: 1) market risks: - foreign-exchange transactions management, - the primary and secondary bond market, - the monitoring and control of market risks: interest-rate and liquidity limits. 2) the operating risks inherent in dealing-floor activities: - checking the entry of transactions by branches in debt instruments issued by the Crédit Coopératif, - the management of trading tickets from the front office to the back office, - the sending of confirmation for transactions effected directly by traders with customers having direct access to the dealing floor, - first-level controls by traders and by the activity manager for the day’s transactions entered in the front-office software. Counterparty risk monitoring is also covered by procedures describing the newcounterparty application process and the monitoring of compliance with limits. The financial committee decides on the application submitted to it, and a middle- 86/87 office unit responsible for monitoring transactions ensures compliance with the limits laid down. A report on the list of authorisations is made both to the Crédit Coopératif decision-making body and to the Banque Fédérale des Banques Populaires. its structural position, does not exceed the threshold 2% of equity capital at which a special capital-adequacy declaration must be made relating to the foreign-exchange risk, as required by CRB regulation 95-02. Liquidity risk ASSET-LIABILITY MANAGEMENT Interest-rate risk The Crédit Coopératif faces the interestrate and liquidity risks in connection with its ordinary activity of collecting resources and distributing loans to customers. Two methods are used to measure interest-rate risk. The first is based on fixedrate shortfalls in which all the employments and sources in the balance sheet and off-balance-sheet statement are scheduled either according to their contractual provisions (loans, e.g.), or according to a schedule based on statistical analyses that measure the actual behaviour of our different customer segments (sight deposits and savings accounts). In order to reduce the interest-rate risk, a long-term investment portfolio is built up. The second method is the one used by the Banque Fédérale des Banques Populaires and consists of setting limits on changes in the earning power and interest-rate margin according to a number of interest-rate behaviour scenarios: 2% rise in short or long rates, 2% fall in short or long rates, overall rise or fall in rates and distortion of the interest-rates curve. An ALM committee, composed of General Management, the treasurer, the ALM, the accounts and financial control manager, and the Financial Director, meets on average once a month, and determines the financing policies and the coverage of risks. Foreign-exchange risk At end 2004 the foreign-exchange position of the Crédit Coopératif, excluding As regards liquidity risk, the Crédit Coopératif is structurally a lender on the interbank market and collects resources for purposes of its activity and requirements, particularly in the form of redeemable subordinated loans. The liquidity risk is measured using a crisis scenario, developed by the Banque Fédérale des Banques Populaires, in which the amounts of CDs, short-term loan notes and term deposits fall by 25% over one year, then rise in accordance with the commercial assumptions adopted. Limits are set within which the resources must cover at least 80% de employments for the next six months and for the year N+4. OPERATING RISKS Operating risks are defined as the risks of direct or indirect loss arising from the unsuitability or failure of procedures, persons or systems to respond to internal or external events. Control of operating risks Control of operating risks relies above all on an internal-control system applied to all activities, and on the principle of the responsibility of the operating line managements for their own risks. A risk-mapping methodology has been defined that is consistent with the Groupe Banque Populaire benchmark document. This has enabled the risks and their impacts to be identified. As regards the aspects relating to the curbing of money laundering, a dedicated unit permanently monitors operations, and is fully in line with the legal and regulatory framework. GROUPE CRÉDIT COOPÉRATIF Risks inherent in ethical issues are monitored by the Group compliance officer. The latter relies on a set of rules disseminated among all exposed staff members, and performs regular surveillance of operations likely to be sensitive. Resources are dedicated to the management of information-technology risk. A charter lays down rules for the proper use of the tools made available for staff members to use. Audits conducted across all the structures of the Groupe Crédit Coopératif assist in reducing operating risks. As regards the Continuity of Activity Plan, the work begun in the third quarter of 2004 under the aegis of the Banque Fédérale is based on common reference documents for surveying activities and essential information systems, and on a drafting guide, and is designed to provide a uniform methodology for the Group institutions. Drawing on internal best practices, it will enable those institutions, in the course of 2005 and basing themselves on the existing facilities, to have Continuity of Activity Plans that are updated and compliant with the Regulator’s expectations. Tests of two major-crisis scenarios (unavailability of the information systems and inaccessibility of premises) will be conducted in the first half of 2005. on an organised framework termed the “rules of the game”, that incorporates predefined accounting schedules, and uses a general system of accounts the operation of which obeys rules set and administered by the Accounts Department (chart of accounts, accounting schedules, authorisations, etc.). Accounting and financial information is based on the chronological recording of operations, the keeping of documentary evidence, and the drafting of accounting procedures; formal enactment of the latter point is in progress. The end-to-end responsibility for the accounting process lies with the Accounts Department, which defines the accounting checks to be performed by each of the management units. In keeping with the principles outlined above, for purposes of the general organisation of the internal control system, the internal-control actors involved in providing accounting and financial information break down into the following three levels of control: ● decentralised self-inspection performed by staff in the operating departments, as regards the conditions for performance of banking operations, ● permanent accounting control performed by the operating departments and by the Accounts Department. Thus, vouchered reports evidencing general-accounts balances are output monthly by the departments and at the branches, and then centralised for checking and analysis by the Accounts Department. The latter also performs reconciliations between the inventories and the accounting balances. Any anomalies observed are fed back to the line management directly concerned, and to the Inspection Department, III. Organisation of the internal control procedures relating to accounting and financial information The accounting function is decentralised in the sense that accounting information is generated from the processing of the various operations by authorised units using dedicated applications, or by direct accounting entry. Under a general, centralised processing system, the information technology system produces standardised, referenced elementary accounts posting entries, based ● lastly, periodical checks, which are in the remit of: he Crédit Coopératif Inspection Department, performing targeted missions at branches and in the central services, the Statutory Auditors as part of their annually scheduled missions for auditing the financial statements at 30 June and 31 December, and externally, the Inspection Departments of the BFBP and the Commission Bancaire [French banking commission]. Main accounting-control procedures Progress in accounting controls is recorded as it happens using a monitoring table, analysed at regular intervals by the Accounts Department line management, and summarised half-yearly for the information of the Inspection Department and the Senior Accounts Management. Within this framework, various alarms are issued as regards suspense accounts (amount, direction, duration, type, etc.), the balances of anomalous accounts and the difficulties experienced by the counterparty units. The statutory reports are produced at regular intervals using a dedicated system associating with the accounting data a variety of attributes generated by the various applications. Documents are cross-checked to ensure consistency in the information produced. These reports are drawn up for the company itself and at the level of the Crédit Coopératif and Banques Populaires “networks”. The Accounts Department performs a monthly calculation of net banking income and a quarterly determination of the result after corporation tax. These items are checked against the budget data. The financial-statements finalising schedule is disseminated to the units concerned, stating the information required and the time-limits to be adhered-to. Some off-balance-sheet commitments that are not included in the internal information technology systems are dealtwith manually. Apart from the actions of the Statutory Auditors, the quality of the accounting GROUPE CRÉDIT COOPÉRATIF processes is inspected by the Crédit Coopératif Inspection Department, the Inspection Department of the Banque Fédérale des Banques Populaires and the Commission Bancaire official services; these officials perform their checks on the basis of statutory reports sent to them at regular intervals, or perform inspections on the spot. EXTERNAL CONTROL PROCEDURES The Statutory Auditors have a permanent, independent mission of verifying the Company’s accounting amounts and documents, of checking the compliance of the accounts with the current rules, and of checking consistency with the annual financial statements and the truth of and fair view given by the information set out in the management report by the Board of Directors. 88/89 GROUPE CRÉDIT COOPÉRATIF FINANCIAL YEAR 2004 STATUTORY AUDITORS' REPORT drawn up pursuant to Article L. 225-235, last paragraph, of the Commercial Code, and covering the report by the President of the Board of Directors of Crédit Coopératif S.A., on the internal control procedures which relate to the origination and processing of the accounting and financial information. To the Shareholders Ladies and Gentlemen, In our capacity as the statutory auditors of Crédit Coopératif S.A., and pursuant to Article L. 225-235, last paragraph, of the Commercial Code, we submit to you our own report on the report drawn up by your company’s President in accordance with Article L. 225-37 of the Commercial Code in respect of the financial year ended 31 December 2004. It is the President’s task, in his report, to give an account, among others, of the manner in which the proceedings of the Board were prepared and organised, and of the internal-control procedures instituted in the Company. It is our duty to communicate to you any remarks we have to make on the information given in the President’s report on the internal control procedures which relate to the origination and processing of the accounting and financial information. We conducted our examination in accordance with professional rules and practices applicable in France. Those rules and practices require us to perform inve- tigations to assess the truth and fairness of the information given in the President’s report on the internal control procedures which relate to the origination and processing of the accounting and financial information. These investigations focused among others on the following: ● ● acquainting ourselves with the objectives and general organisation of the internal-control function, and with the internal-control governing the generation and processing of accounting and financial information, as set out in the President’s report; Paris La Défense and Paris, 6 April 2005 KPMG Audit A department of KPMG S.A. Rémy Tabuteau Partner Sofideec Baker Tilly acquainting ourselves with the work and activities underlying the information so set out in that report. On the basis of this work and these activities, we have no remark to formulate regarding the information given on the internal control procedures which relate to the origination and processing of the accounting and financial information, as set out in the report by the President of the Board of Directors drawn up in accordance with Article L. 225-37, last paragraph, of the Commercial Code. Pierre Faucon Partner Christian Alibay Partner CRÉDIT COOPÉRATIF DRAFT RESOLUTIONS FIRST RESOLUTION The General Meeting, having heard read out the management report of the Board of Directors and the Statutory Auditors' general report, approves as presented the parent-company financial statements for the year ended on 31 December 2004. That meeting approves unreservedly all the operations carried out during the 2004 financial year, and gives discharge to the directors for their management of the affairs of the parent company for that financial year. rate of interest on the special preference shares, termed “B” shares, entitled to a 50% tax rebate as stated in Article 93 of the French Finance Act for 2004, for the sole benefit of individuals, sole traders, and intuitu personae partnerships [sociétés de personnes]. This interest shall be paid on 29 June 2005. Holders of such shares shall have the option of receiving the interest payment in B shares or in cash. Any such holder wishing to be paid in B shares must return the reply coupon before 20 June 2005. FIFTH RESOLUTION SECOND RESOLUTION The General Meeting, having heard read out the management report of the Board of Directors and the Statutory Auditors' report, approves as presented the consolidated financial statements for the year ended on 31 December 2004. THIRD RESOLUTION In accordance with Article 9 of the Articles of Association and on a proposal of the Board of Directors, the General Meeting sets at 3% for the financial year 2004 the rate of interest on the non-voting preferred-interest shares, termed “C” shares, entitled to a 50% tax rebate as stated in Article 93 of the French Finance Act for 2004, for the benefit of individuals only. This interest shall be paid on 27 June 2005. Holders of such shares shall have the option of receiving payment of the interest in C shares or in cash. Any such holder wishing to be paid in C shares must return the reply coupon before 20 June 2005. The share of distributed income entitled to the 50% rebate is 100%. Noting that the result for the financial year 2004 was net income of 21,350,740.98 euros, and that the balance sheet shows a positive balance on retained earnings of 1,679,553.96 euros the General Meetings resolves that, in accordance with Article 42 of the Articles of Association, the total distributable profit of 23,030,294.94 euros be appropriated as follows: to the legal reserve, 15% of the net income (21,350,740.98 €) . . . . . . . . . . . . . . . . . . 3,202,611.15 € ● to the reserve prescribed by the articles . . . . . . . . . . . . . . . . . 10,000,000.00 € ● to the special investment reserve . . . . . . . . . . . . . . . . . . . 239,766.00 € ● to remunerate the B shares at the rate of 3% pro rata temporis . . . . . . . . . . . . . . . . . . 2,953,060.98 € ● to remunerate the C shares at the rate of 3% pro rata temporis . . . . . . . . . . . . . . . . . . 1,803,263.11 € ● l to pay a cooperative rebate of . . . . . . . . . . . . . . . . . . 450,000.00 € to members, to be distributed in proportion to the value of transactions made by each member with the company, ● ● FOURTH RESOLUTION In accordance with Article 9 of the Articles of Association and on a proposal of the Board of Directors, the General Meeting sets at 3% for the financial year 2004 the 90/91 to be carried forward as retained earnings..............................4,381,593.70 €. The General Meeting is reminded that no interest was paid to members holding ordinary shares, termed “A” shares, in respect of the three previous financial years. A cooperative rebate was paid in respect of the financial years 2001, 2002 and 2003. Interest was paid to the holders of C shares in respect of financial years 2001, 2002 and 2003 and to the holders of C shares in respect of financial years 2001, 2002 and 2003. SIXTH RESOLUTION The General Meeting duly notes that the long-term capital-gain reserve shown in the balance sheet at 31 December 2004 amounting to 22,894,774.49 € has been transferred to the ordinary reserve account on which the exceptional levy of 2.5%, instituted by Article 39-IV of the French Amending Finance Act for 2004, will be charged for an amount of 572,369.36 €. SEVENTH RESOLUTION The General Meeting, having heard read out the Statutory Auditors' special report on agreements falling within Articles L. 22538 and following of the Commercial Code, approves the operations set out therein. EIGHTH RESOLUTION The General Meeting duly notes that the share capital, which had amounted to 190,368,845.75 € at 31 December 2003 reached 232,779,629.50 € at 31 December 2004, having increased by 42,410,783.75 €. NINTH RESOLUTION The General Meeting resolves, in accordance with Article 14 of the Articles of Association, to ratify the Board’s appointment as director of Mr. Jean-Louis Bancel, to replace CCMCM, which resigned, for the remainder of the latter’s term of office, i.e. until the close of the Ordinary General Meeting convened to vote upon the financial statements for the company’s 2008 financial year. CRÉDIT COOPÉRATIF TENTH RESOLUTION FOURTEENTH RESOLUTION The General Meeting resolves, in accordance with Article 25 of the Articles of Association, to ratify the appointment as external supervisor [censeur] Société Financière de la N.E.F. for a term of six years to expire at the close of the Ordinary General Meeting convened to vote upon the financial statements for the company’s 2010 financial year. The General Meeting resolves, in accordance with Article 25 of the Articles of Association, to renew the appointment as external supervisor [censeur] of the Fédération Française des Coopératives et Groupements d’Artisans (F.F.C.G.A.) for a term of six years to expire at the close of the Ordinary General Meeting convened to vote upon the financial statements of the company’s 2010 financial year. ELEVENTH RESOLUTION FIFTEENTH RESOLUTION The General Meeting resolves, in accordance with Article 25 of the Articles of Association, to ratify the appointment as external supervisor [censeur] the Confédération de Coopération de la Mutualité et du Crédit Maritimes (C.C.M.C.M.) for a term of six years to expire at the close of the Ordinary General Meeting convened to vote upon the financial statements for the company’s 2010 financial year. TWELFTH RESOLUTION The General Meeting resolves, in accordance with Article 25 of the Articles of Association, to ratify the appointment as external supervisor [censeur] Monsieur Claude Henri Audouit, as representative of the holders of non-voting preferred-interest shares, termed “C” shares, for a term of six years to expire at the close of the Ordinary General Meeting convened to vote upon the financial statements for the company’s 2010 financial year. THIRTEENTH RESOLUTION The General Meeting resolves, in accordance with Article 25 of the Articles of Association, to renew the appointment as external supervisor [censeur] of the Mutuelle des Agents des Impôts (M.A.I.) for a term of six years to expire at the close of the Ordinary General Meeting convened to vote upon the financial statements of the company’s 2010 financial year. The General Meeting resolves, in accordance with Article 25 of the Articles of Association, to renew the appointment as external supervisor [censeur] of the Union Nationale des Associations de Soins et Services à Domicile (U.N.A.S.S.A.D.) for a term of six years to expire at the close of the Ordinary General Meeting convened to vote upon the financial statements of the company’s 2010 financial year. SIXTEENTH RESOLUTION The General Meeting resolves, in accordance with Article 24 of the Articles of Association, to set the sum of 200,000 € as the overall annual amount of fees paid to directors and external supervisors [censeurs]. This resolution, applicable to the current financial year, shall be maintained until resolved otherwise. SEVENTEENTH RESOLUTION The General Meeting confers the fullest powers upon the bearer of a copy or extract of the minutes of this meeting for the fulfilment of all formalities of filing and declaration prescribed by law. GROUPE CRÉDIT COOPÉRATIF 92 Crédit Coopératif Banque Populaire social-banking cooperative in the form of a public limited company with variable capital Entry B 349 974 931 in the Nanterre, France, trade and corporate register - APE 651D (activity code) Registered office : Parc de la Défense - 33, rue des Trois-Fontanot B.P. 211 - 92002 Nanterre Cedex, France Tel.: +33 (0)1 47 24 85 00 - www.credit-cooperatif.coop Réf. ARF 2005 - Avril 2005 - IOP - Printed on bleach-free paper. as its name implies