Obbligazione BPCe 3.455% ( FR0010937946 ) in EUR

Emittente BPCe
Prezzo di mercato 100 EUR  ⇌ 
Paese  Francia
Codice isin  FR0010937946 ( in EUR )
Tasso d'interesse 3.455% per anno ( pagato 1 volta l'anno)
Scadenza 16/09/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione BPCE FR0010937946 in EUR 3.455%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata BPCE è un gruppo bancario francese di primaria importanza, secondo gruppo bancario del paese per numero di clienti, risultante dalla fusione di diverse banche popolari e cooperative di credito.

The Obbligazione issued by BPCe ( France ) , in EUR, with the ISIN code FR0010937946, pays a coupon of 3.455% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 16/09/2025







BASE PROSPECTUS
BPCE
Euro 40,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), BPCE (the "Issuer" or "BPCE"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue Euro Medium Term Notes under the Programme (the "Notes"). The aggregate nominal amount of Notes outstanding will not at
any time exceed Euro 40,000,000,000 (or the equivalent in other currencies).
This Base Prospectus supersedes and replaces the Base Prospectus dated 5 November 2010 and shall be in force for a period of one year as of the date set out hereunder.
Application has been made for approval of this Base Prospectus to the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority pursuant to Article 212-2
of its Règlement Général which implements Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the
"Prospectus Directive"). References in this Base Prospectus to the Prospectus Directive shall include the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive")
to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the "EEA").
Application may be made to Euronext Paris for the period of 12 months from the date of this Base Prospectus for Notes issued under the Programme to be listed and admitted to trading
on Euronext Paris and/or to the competent authority of any other Member State of the EEA for Notes issued under the Programme to be listed and admitted to trading on a Regulated
Market (as defined below) in such Member State.
Euronext Paris is a Regulated Market for the purposes of Directive 2004/39/EC on Markets in Financial Instruments (a "Regulated Market").
However, Notes which are not admitted to trading on a Regulated Market in a Member State of the EEA may be issued pursuant to the Programme. The relevant final terms (the "Final
Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading, and, if so, the relevant Regulated Market
in the EEA. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed and, if so, the relevant stock exchange.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Notes will be in such denomination(s) as may be specified in the relevant Final Terms, save that the minimum denomination of each Note will be 1,000 or, if the Notes are
denominated in a currency other than euro, the equivalent amount in such currency at the issue date, or such higher amount as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant specified currency. Dematerialised Notes will at all times be in book entry form in
compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France ("Euroclear France") (acting as
central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination(s), Title, Redenomination and Method
of Issue") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or in registered form
(au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (nominatif pur), in which case they will
be inscribed with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (nominatif administré) in which case they will be
inscribed in the accounts of the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached (a
"Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for definitive Materialised
Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to
postponement as described in "Temporary Global Certificates issued in respect of Materialised Bearer Notes") upon certification as to non-U.S beneficial ownership as more fully
described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a
common depositary for Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to
Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below).
The final terms of the relevant Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
Unless otherwise specified in the applicable Final Terms, it is expected that the Notes issued under the Programme will receive the following ratings, which are those given to the
Programme:
Status of the Notes
Rating given by
Rating given by
Rating given by Standard
Fitch Ratings
Moody's Investors Service
& Poor's Ratings Services
Unsubordinated Notes (long term)
A+
Aa3
A+
Unsubordinated Notes (short term)
F1+
Prime-1
A-1
Subordinated Notes (Lower Tier 2)
N/A
A1
A
Subordinated Notes (Upper Tier 2)
N/A
Baa2
N/A
Fitch Ratings, Moody's Investors Service and Standard & Poor's Ratings Services will only rate Tier 1 Subordinated Notes (as defined herein), on a case-by-case basis. Fitch Ratings
and Standard & Poor's Ratings Services will only rate Upper Tier 2 Subordinated Notes (as defined herein), on a case-by-case basis. Fitch Ratings will only rate Lower Tier 2
Subordinated Notes (as defined herein), on a case-by-case basis. Notes issued pursuant to the Programme may be unrated or rated differently in certain circumstances. Where an issue
of Notes is rated, its rating will not necessarily be the same as the rating mentioned in the above table. The Issuer's counterparty credit rating by Standard & Poor's Ratings Services is
A+/Stable/A-1 as of 18 October 2011; the Issuer's long-term debt ratings by Moody's Investors Service are Aa3 with a stable outlook and the Issuer's short term debt ratings by
Moody's Investors Service are Prime-1 as of 2 September 2011; the Issuer's Long-Term issuer default ratings by Fitch Ratings are A+ with a stable outlook and the Issuer's short term
issuer default ratings by Fitch Ratings are F1+ as of 31 October 2011. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or
withdrawal at any time by the assigning rating agency. The credit ratings included or referred to in Base Prospectus will be treated for the purposes of the Regulation (EC) No.
1060/2009 on credit ratings agencies (the "CRA Regulation") as having been issued by Fitch Ratings, Moody's Investors Service and Standard & Poor's Ratings Services, which are
established in the European Union, and registered under the CRA Regulation. The relevant Final Terms will specify whether or not credit ratings are issued by a credit rating agency
established in the European Union and registered under the CRA Regulation.
The Base Prospectus, any supplement thereto and the Final Terms will be available on the website of the Issuer (www.bpce.fr), on the website of the AMF (www.amf-france.org) and
as described in "General Information ­ Availability of Documents" and in the relevant Final Terms.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus, before deciding to invest in the
Notes issued under the Programme.
Arranger
NATIXIS
Dealers
BPCE
NATIXIS
The date of this Base Prospectus is 17 November 2011


This Base Prospectus (together with any supplements to this Base Prospectus published from time
to time (each a "Supplement" and together the "Supplements")) comprises a base prospectus for
the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") in respect of, and
for the purpose of giving information with regard to the Issuer, the Groupe BPCE SA and the
Groupe BPCE and the Notes which is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer and the rights attaching to the Notes.
No person has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given
or made, such information or representation must not be relied upon as having been authorised by
the Issuer or any of the Dealers or the Arranger (each as defined in "Summary of the
Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in
the affairs of the Issuer, the Groupe BPCE SA or the Groupe BPCE since the date hereof or the
date upon which this Base Prospectus has been most recently amended or supplemented or that
there has been no adverse change in the financial position of the Issuer, the Groupe BPCE SA or the
Groupe BPCE since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by
the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such
restriction. The Notes have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act") or with any state or other jurisdiction of the United
States and include Materialised Notes in bearer form that are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States
or to the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S") or, in the case of Materialised Notes in bearer form, the U.S. Internal Revenue
Code of 1986, as amended (the "U.S. Internal Revenue Code")). The Notes are being offered and
sold outside the United States to non-U.S. persons in reliance on Regulation S. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see
"Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or
the Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers (other than BPCE in its capacity as Issuer) have not separately
verified the information contained in this Base Prospectus. None of the Dealers (other than BPCE
in its capacity as Issuer) or the Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this
Base Prospectus. Neither this Base Prospectus nor any other financial statements or any other
information incorporated by reference are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger or
the Dealers that any recipient of this Base Prospectus or any other financial statements or any other
information incorporated by reference should purchase the Notes. Each potential purchaser of
Notes should determine for itself the relevance of the information contained in this Base Prospectus
and its purchase of Notes should be based upon such investigation as it deems necessary. None of
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the Dealers (other than BPCE in its capacity as Issuer) or the Arranger undertakes to review the
financial condition or affairs of the Issuer, the Groupe BPCE SA or the Groupe BPCE during the
life of the arrangements contemplated by this Base Prospectus nor to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Dealers or
the Arranger.
In connection with any Tranche (as defined in Condition 1(e) of the Terms and Conditions of the
Notes "Form, Denomination(s), Title, Redenomination and Method of Issue"), one or more of the
Dealers may act as a stabilising manager. The identity of the stabilising managers will be disclosed
in the relevant Final Terms. References in the next paragraph to "the issue of any Tranche" are to
each Tranche in relation to which a stabilising manager is appointed. Any such transactions will be
carried out in accordance with applicable laws and regulations.
In connection with the issue of any Tranche (as defined in "Summary of the Programme"), the
Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or
persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager(s)) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure
of the final terms of the offer of the relevant Tranche is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment shall be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to
"", "Euro", "EUR" or "euro" are to the currency of the participating member states of the
European Economic and Monetary Union which was introduced on 1 January 1999, references to
"£", "pounds sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom
references to "$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of
America, references to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan
and references to "CHF" and "Swiss francs" are to the lawful currency of the Helvetic
Confederation.
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CERTAIN TERMS USED IN THIS BASE PROSPECTUS
"Banques Populaires" means the 19 Banques Populaires (made up of 17 regional banks, CASDEN Banque
Populaire and Crédit Coopératif).
"BFBP" means the Banque Fédérale des Banques Populaires, a French société anonyme.
"BPCE" means BPCE, a French société anonyme.
"Caisses d'Epargne" means the 17 Caisses d'Epargne et de Prévoyance.
"CNCE" means the Caisse Nationale des Caisses d'Epargne et de Prévoyance, a French société anonyme, the
former central body of the Groupe Caisse d'Epargne.
"Combination Transactions" means the contribution by CNCE and BFBP of certain assets and businesses to
BPCE, and certain related transactions, all of which took place on 31 July 2009, all as further described in the
BPCE 2010 Registration Document (defined under "Documents Incorporated by Reference").
"Groupe Banque Populaire" means the consolidated group formed by BFBP, its consolidated subsidiaries
and associates, the Banques Populaires and certain affiliated entities, in each case prior to the Combination
Transactions.
"Groupe BPCE" means Groupe BPCE SA, the Banques Populaires, the Caisses d'Epargne and certain
affiliated entities.
"Groupe BPCE SA" means BPCE and its consolidated subsidiaries and associates.
"Groupe Caisse d'Epargne" means the consolidated group formed by CNCE, its consolidated subsidiaries
and associates, the Caisses d'Epargne and certain affiliated entities, in each case prior to the Combination
Transactions.
References to the Issuer are to BPCE.
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FORWARD-LOOKING STATEMENTS
Many statements made or incorporated by reference in this Base Prospectus are forward-looking statements
that are not based on historical facts and are not assurances of future results. Many of the forward-looking
statements contained in this Base Prospectus may be identified by the use of forward-looking words, such as
"believe", "expect", "anticipate", "should", "planned", "estimate" and "potential", among others.
Because these forward-looking statements involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those expressed or implied by these forward-looking
statements. These factors include:

Risks that Groupe BPCE may not achieve the financial objectives in its announced strategic plan;

Risks that BPCE and the Groupe BPCE may not achieve the expected synergies from the Combination
Transactions;

Risks relating to the guarantee in favor of Natixis provided by BPCE;

Risks inherent to banking activities including credit risks, market, liquidity and financing risks,
operational risks and insurance risks;

Risks relating to adverse global economic and market conditions;

Risks that legislative action and other measures taken by governments and regulators in France or
globally may have a significant impact on French and international financial institutions;

Risks that BPCE may be required to contribute funds to the entities that are part of the financial
solidarity mechanism that encounter financial difficulties, including some entities in which BPCE holds
no economic interest;

A substantial increase in new provisions for losses greater than the level of previously recorded
provisions could adversely affect BPCE's results of operations and financial condition; and

Other factors described under "Risk Factors".
These statements are not guarantees of future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, BPCE's actual results and those of the Groupe BPCE could
differ materially from those expressed or forecast in any forward-looking statements as a result of a variety of
factors, including those in "Risk Factors" set forth in this Base Prospectus. Investors should carefully consider
the section "Risk Factors" of this Base Prospectus for a discussion of some of the risks that should be
considered in evaluating the offer made hereby.
All forward-looking statements attributed to BPCE or a person acting on its behalf are expressly qualified in
their entirety by this cautionary statement. BPCE undertakes no obligation to publicly update or revise any
forward-looking statements following their original date of publication, whether as a result of new information
or subsequent or future events or for any other reason.
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INTRODUCTORY NOTICE
This Base Prospectus has been drawn up in accordance with Annexes IV, V and XII of Commission
Regulation (EC) No.809/2004.
TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 7
SUMMARY OF THE PROGRAMME............................................................................................................. 28
RESUME EN FRANÇAIS DU PROGRAMME (FRENCH SUMMARY OF THE PROGRAMME)............ 37
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................... 46
RECENT DEVELOPMENTS .......................................................................................................................... 50
BASE PROSPECTUS SUPPLEMENT............................................................................................................ 52
TERMS AND CONDITIONS OF THE NOTES.............................................................................................. 53
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER
NOTES..................................................................................................................................................... 85
USE OF PROCEEDS ....................................................................................................................................... 87
INFORMATION ABOUT THE ISSUER......................................................................................................... 88
TAXATION .................................................................................................................................................... 101
SUBSCRIPTION AND SALE ....................................................................................................................... 105
FORM OF FINAL TERMS 1......................................................................................................................... 109
FORM OF FINAL TERMS 2......................................................................................................................... 129
GENERAL INFORMATION ......................................................................................................................... 147
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes
issued under the Programme. All of these factors are contingencies which may or may not occur and the
Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other
amounts on or in connection with any Notes for other reasons and the Issuer does not represent that the
statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should
also read all the information set out elsewhere in this Base Prospectus (including any documents deemed
to be incorporated by reference herein), the applicable Final Terms and reach their own views in light of
their financial circumstances and investment objectives prior to making any investment decision.
These risk factors may be completed in the Final Terms of the relevant Notes for a particular issue of
Notes.
RISK FACTORS RELATED TO THE ISSUER
See BPCE 2010 Registration Document, pages 109 to 160, BPCE 2010 First Update, pages 31 to 36,
BPCE 2010 Second Update, pages 21 to 39 and BPCE 2010 Third Update, pages 45 to 49, as defined and
further described under "Documents Incorporated by Reference" in this Base Prospectus
Risks Relating to the Combination Transactions and the Groupe BPCE's Strategic Plan
Groupe BPCE may not realize the objectives in its strategic plan announced in 2010.
On 25 February 2010, Groupe BPCE announced a strategic plan for 2010-2013 that contemplates a
number of initiatives, including a focus on commercial banking activities and the core customer-based
business of Natixis, the implementation of significant cost and revenue synergies, and the simplification
of Groupe BPCE's structure. In connection with the strategic plan, Groupe BPCE announced a number of
financial targets. These financial objectives were established primarily for the purposes of planning and
allocation of resources, are based on a number of assumptions, and do not constitute projections or
forecasts of anticipated results. The actual results of Groupe BPCE are likely to vary (and could vary
significantly) from these targets for a number of reasons, including the materialisation of one or more of
the risk factors described in the present section. If Groupe BPCE does not realise its objectives, then its
financial condition and the value of the Notes could be adversely affected.
BPCE and the Groupe BPCE may not achieve the expected synergies from the Combination
Transactions.
The Groupe BPCE intends to seek significant synergies from the Combination Transactions, which it
hopes will result in lower aggregate costs, more efficient operations and better opportunities for business
development. If the Groupe BPCE does not achieve the expected synergies from the Combination
Transactions, the actual benefits will be lower than anticipated, and the results of operations and financial
condition of the Groupe BPCE SA and the Groupe BPCE will be adversely affected.
The ability of the Groupe BPCE to realize anticipated synergies will depend on a number of factors, many
of which are beyond the control of BPCE and the entities in the Groupe BPCE. The Groupe BPCE may
fail to achieve expected synergies for any number of reasons, including difficulties encountered in the
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integration process, disruptions caused by the unique structure of the Groupe BPCE or the materialisation
of risks relating to ordinary banking activities. Any of these factors, among others, could result in the
actual level of business development and/or cost synergies being lower than anticipated.
Risks Relating to the Structure of the Groupe BPCE SA and the Groupe BPCE
BPCE may be required to contribute funds to the entities that are part of the financial solidarity
mechanism if they encounter financial difficulties, including some entities in which BPCE holds no
economic interest.
As the central body of the Groupe BPCE, BPCE guarantees the liquidity and solvency of each of the
regional banks (the Caisses d'Epargne and the Banques Populaires), as well as the other members of the
affiliated group that are credit institutions subject to regulation in France. The affiliated group includes
BPCE affiliates such as Natixis, Crédit Foncier de France and Banque Palatine (a more complete list is
included in the BPCE Reference Document). While each of the regional banks and the other members of
the affiliated group are required to provide similar support to BPCE, there can be no assurance that the
benefits of the financial solidarity mechanism for BPCE will outweigh its costs.
To assist BPCE in assuming its central body liabilities and to ensure mutual support within the Groupe
BPCE, a guarantee fund has been established to cover liquidity and solvency risks, with an amount of
1.122 billion as of 14 September 2011. The regional banks and the entities in the affiliated group will be
required to make additional contributions to the guarantee fund from their future profits. While the
guarantee fund provides a substantial source of resources to fund the financial solidarity mechanism,
there can be no assurance that it will be sufficient for this purpose. If the guarantee fund turns out to be
insufficient, BPCE will be required to make up the shortfall.
BPCE does not have voting rights in shareholders meetings of the Caisses d'Epargne and the Banques
Populaires.
BPCE's financial strength is derived in significant part from the regional retail banks, both as a result of
the support undertakings in the financial solidarity mechanism, and as a result of BPCE's non-voting
equity interest in the regional retail banks (through Natixis, which holds 20% non-voting equity interests
in the regional retail banks). While BPCE has significant powers to monitor and supervise the regional
retail banks in its capacity as central body of the Groupe BPCE, it does not have any voting power in
respect of decisions that require the consent of shareholders of the regional banks.
BPCE is subject to certain risks as a result of the guarantee in favor of Natixis provided by BPCE.
BPCE has provided Natixis with a guarantee to protect Natixis from the risk of future losses and the
volatility of results linked to a segregated portfolio of sensitive and non-strategic assets that is being
managed by Natixis in run-off mode. The guarantee, which is in part in the form of a total return swap
and in part in the form of a financial guarantee, was provided in order to reduce the impact of future value
adjustments and provisions in respect of these assets on the financial results of Natixis, which have been
significantly affected by such value adjustments and provisions since the beginning of the global financial
crisis. The principal terms of the guarantee are described in the BPCE 2010 Registration Document,
which is incorporated by reference in this Base Prospectus. See "Documents Incorporated by Reference."
The effect of the guarantee is to shift the large majority of the risk of future value adjustments and
provisions from Natixis to BPCE. Because Natixis is a consolidated subsidiary of BPCE, the guarantee
will not have any impact on the consolidated net banking income, operating income or cost of risk of the
Groupe BPCE or the Groupe BPCE SA. However, the guarantee will have an impact on the share of net
income attributable to minority interests and, correspondingly, to net income attributable to equity holders
of the parent and shareholders' equity. As a result, the results of operations and financial condition of the
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Groupe BPCE and the Groupe BPCE SA could be adversely affected if significant value adjustments and
provisions are recorded in respect of the underlying assets in the future.
Risks Relating to the Activities of BPCE
BPCE is subject to several categories of risks inherent in banking activities.
There are four main categories of risks inherent in BPCE's activities (including those of the Groupe
BPCE SA and the Groupe BPCE), which are summarized below. The risk factors that follow elaborate on
or give specific examples of these different types of risks (including the impact of the recent financial
crisis), and describe certain additional risks faced by BPCE.

Credit Risk. Credit risk is the risk of financial loss relating to the failure of a counterparty to
honor its contractual obligations. The counterparty may be a bank, a financial institution, an
industrial or commercial enterprise, a government and its various entities, an investment fund, or
a physical person. Credit risk arises in lending activities and also in various other activities where
BPCE is exposed to the risk of counterparty default, such as its trading, capital markets,
derivatives and settlement activities. Credit risk also arises in connection with the factoring
businesses of BPCE, although the risk relates to the credit of the counterparty's customers, rather
than the counterparty itself.

Market and Liquidity Risk. Market risk is the risk to earnings that arises primarily from adverse
movements of market parameters. These parameters include, but are not limited to, foreign
exchange rates, bond prices and interest rates, securities and commodities prices, derivatives
prices, credit spreads on financial instruments, and prices of other assets such as real estate.
Liquidity is also an important component of market risk. In instances of little or no liquidity, a
market instrument or transferable asset may not be negotiable at its estimated value (as was the
case for some categories of assets in the disrupted market environment of recent years). A lack of
liquidity can arise due to diminished access to capital markets, unforeseen cash or capital
requirements or legal restrictions.
Market risk arises in trading portfolios and in non-trading portfolios. In non-trading portfolios, it
encompasses:

the risk associated with asset and liability management, which is the risk to earnings
arising from asset and liability mismatches in the banking book or in the insurance
business; this risk is driven primarily by interest rate risk;

the risk associated with investment activities, which is directly connected to changes in
the value of invested assets within securities portfolios, which can be recorded either in
the income statement or directly in shareholders equity; and

the risk associated with certain other activities, such as real estate, which is indirectly
affected by changes in the value of negotiable assets held in the normal course of
business.

Operational Risk. Operational risk is the risk of losses due to inadequate or failed internal
processes, or due to external events, whether deliberate, accidental or natural occurrences.
Internal processes include, but are not limited to, human resources and information systems, risk
management and internal controls (including fraud prevention). External events include among
others floods, fires, windstorms, earthquakes or terrorist attacks.
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Insurance Risk. Insurance risk is the risk to earnings due to mismatches between expected and
actual claims. Depending on the insurance product, this risk is influenced by, among others,
macroeconomic changes, changes in customer behavior, changes in public health, pandemics,
accidents and catastrophic events (such as earthquakes, windstorms, industrial disasters, or acts of
terrorism or war).
Disruptions in global financial markets have had, and may in the future have, an adverse impact on
BPCE's earnings and financial condition.
The activities, earnings and financial condition of the entities in the Groupe BPCE SA and the Groupe
BPCE (particularly Natixis) were affected, and those of the Groupe BPCE SA and the Groupe BPCE
could in the future be affected, by the significant and unprecedented recent disruptions in the financial
markets, in particular in the primary and secondary debt markets, by the European sovereign debt crisis
and the recent global economic recession.
In 2007, 2008, 2009 and 2010, reflecting concern about the stability of the financial markets generally
and the strength of counterparties, many lenders and institutional investors reduced or ceased providing
funding to borrowers, including to other financial institutions. This market turmoil and the tightening of
credit led to an increased level of commercial and consumer delinquencies, a lack of consumer
confidence, increased market volatility, steep declines in stock market indices and a widespread reduction
of business activity generally. Conditions in the debt markets included reduced liquidity and increased
credit risk premiums, which significantly increased the cost of debt funding. The significant disruption of
the secondary debt market exacerbated these conditions and reduced the availability of financing for new
loan production.
The disruptions in the financial markets included the disappearance of trading markets for many complex
assets, particularly those based on subprime mortgage loans. The resulting uncertainty regarding asset
values led to substantial write-downs on the books of global financial institutions, including the Groupe
BPCE SA and the Groupe BPCE. Other asset categories were also affected as institutions sold them to
meet liquidity needs. Adverse conditions spread to the economy generally as the lack of liquidity in
financial markets affected the cost and availability of financing for businesses.
European markets have recently experienced significant disruptions as a result of concerns regarding the
ability of certain countries in the euro-zone to refinance their debt obligations.
The austerity plans implemented by the governments in Europe and successive downgrades by the ratings
agencies of several European countries and the US have raised fears of contagion to neighbouring
countries. These disruptions have caused volatility in the exchange rate of the euro against other major
currencies, affected the levels of stock market indices and created uncertainty regarding the near-term
economic prospects of countries in the European Union. There has also been an indirect impact on
financial markets worldwide. If economic conditions in Europe were to deteriorate further, or if the
recent disruptions were to impair the capacity of the European or global markets to recover from the
recent worldwide financial crisis, this could have an adverse impact on the results of operations and
financial condition of the Groupe BPCE SA and the Groupe BPCE.
Natixis, BPCE's majority owned subsidiary, may not be able to fully and efficiently wind down those of
its operations that are impacted by the financial crisis.
Natixis is in the process of phasing down certain activities that were affected by the financial crisis,
particularly corporate and investment banking activities that involved incurring proprietary risks,
including exposure to structured products and complex derivatives. The phase-down has included and
may include in the future the sale of assets affected by the crisis to the extent market conditions permit.
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